IN THE HIGH COURT OF JUSTICE - Lloyds Banking Group€¦ · Lloyds Bankplcand Bank of Scotland...

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LLOYDS BANK PLC

- and -

BANK OF SCOTLAND PLC

as Transferors

- and -

LLOYDS BANK CORPORATE MARKETS PLC

as Transferee

_________

Ring-fencing Transfer Scheme_________

Pursuant to Part VII of the Financial Services

and Markets Act 2000 pursuant to which part of the banking business of each of

Lloyds Bank plc and Bank of Scotland plc is to be transferred to Lloyds Bank Corporate Markets plc

IN THE HIGH COURT OF JUSTICE

BUSINESS AND PROPERTY COURTS OF ENGLAND

AND WALES

BUSINESS LIST (ChD)

Financial Services and Regulatory

CLAIM NO: FS-2017-000004

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Table of Contents

Contents Page

PART A – INTRODUCTION ........................................................................................................................ 4

1 Proposed Scheme ........................................................................................................................... 4

2 Authorisation, Eligibility and Application ..................................................................................... 4

3 Interpretation ................................................................................................................................... 4

PART B – THE TRANSFER........................................................................................................................ 5

4 Transfer of the Transferring Business .......................................................................................... 5

5 Transfer of Assets and Liabilities .................................................................................................. 5

6 Declaration of trust by the Transferors and retention of Residual Liabilities........................... 7

PART C – FURTHER PROVISIONS RELATING TO THE TRANSFER..................................................... 9

7 Specific provisions in respect of the Transferring Assets, Transferring Liabilities and

Duplicated Agreements .................................................................................................................. 9

8 Security Trust................................................................................................................................. 12

9 Specific provisions in respect of Master Agreements and ancillary documents ................... 13

10 Specific provisions in respect of OGSAs and Reservation of Rights Letters ........................ 23

11 Terms of Business......................................................................................................................... 25

12 Consequences of the Scheme ..................................................................................................... 26

13 Conduct of proceedings ............................................................................................................... 28

14 References ..................................................................................................................................... 29

15 Confidentiality, Data Protection and Access to Records .......................................................... 33

16 Marketing Preferences.................................................................................................................. 34

17 Subject Access Requests............................................................................................................. 34

18 Evidence: books and documents ................................................................................................ 34

PART D – UNDERTAKINGS BY THE PARTIES AND FURTHER AMENDMENTS TO TERMS AND

CONDITIONS.................................................................................................................................. 36

19 Recovery Limits under Omnibus Guarantee and Set-off Agreements .................................... 36

20 Fees ................................................................................................................................................ 36

21 Know your customer information................................................................................................ 38

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22 Exclusion of recalculation of principal amount ......................................................................... 38

23 Additional agency fees ................................................................................................................. 38

24 Account Bank ................................................................................................................................ 39

PART E – WRONG POCKETS ................................................................................................................. 40

25 Wrong Pockets .............................................................................................................................. 40

PART F – MISCELLANEOUS PROVISIONS ........................................................................................... 42

26 Effective Date................................................................................................................................. 42

27 Modification ................................................................................................................................... 42

28 Governing law................................................................................................................................ 42

29 Evidence of transfer...................................................................................................................... 42

Schedule 1: Definitions and Interpretation..................................................................... 43

Schedule 2: Identification Numbers................................................................................ 69

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PART A – INTRODUCTION

1 Proposed Scheme

1.1 The Transferors undertake retail and commercial banking business, including dealing in

investments as principal, deposit taking and lending. Among other things, they carry on the

Transferring Business.

1.2 It is proposed that the Transferring Business be transferred from the Transferors to the

Transferee by way of a ring-fencing transfer scheme under Part VII of the Act and that the

transfers should take effect on the Relevant Date, in accordance with the terms of this

Scheme. This Scheme also provides for other matters in connection with the transfer of the

Transferring Business.

2 Authorisation, Eligibility and Application

2.1 Each of the Transferors is an authorised person in the United Kingdom within the meaning

of the Act and each of the Transferors has the necessary permissions to carry out

regulated activities pursuant to Part 4A of the Act, including permission to deal in

investments as principal, in order to lawfully carry on the Transferring Business.

2.2 The Transferee will by the Effective Date be an authorised person in the United Kingdom

within the meaning of the Act (with no restrictions connected to its authorised status) and

will have by the Effective Date the necessary permissions to carry out regulated activities

pursuant to Part 4A of the Act in order to lawfully carry on the Transferring Business once

transferred pursuant to this Scheme.

2.3 The purpose of the Scheme is to enable the Transferors to carry on core activities as ring-

fenced bodies in compliance with the ring-fencing provisions pursuant to Sections

106B(1)(b) and 106B(3)(a) of the Act.

2.4 For the purposes of Section 106B(1)(c) of the Act, the Scheme is neither an “excluded

scheme” under Section 106B(4) of the Act nor an “insurance business transfer scheme”

under Section 105 of the Act.

2.5 The PRA (in consultation with the FCA) has reviewed the Scheme Report, has approved

the form of the Scheme Report for the purposes of Section 109A(3) of the Act and, having

regard to the Scheme Report, has consented to the making of an application to the Court

for this Scheme for the purposes of Section 107(2A) of the Act.

3 Interpretation

The definitions and principles of interpretation set out in Schedule 1 to this document shall

apply in this Scheme.

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PART B – THE TRANSFER

4 Transfer of the Transferring Business

4.1 On, and with effect from, the Effective Time and in accordance with the terms of this

Scheme the Transferring Business shall by this Scheme, and without further act or

instrument, be transferred from the Transferors to the Transferee.

4.2 On, and with effect from, the Relevant Date any Transferring Derivative Transaction

transferred from a Transferor to the Transferee shall cease to be governed by and form

part of the relevant Existing Master Agreement and shall instead be governed by and form

part of the relevant Duplicated Master Agreement that shall be created with effect from the

Effective Time on the terms set out in paragraph 9. The Existing Master Agreement under

which any Transferring Derivative Transaction was entered into, or currently exists, shall

not be transferred as part of the Transferring Business but shall remain with the relevant

Transferor.

4.3 On, and with effect from, the Relevant Date, any Existing Terms of Business between a

Customer and the relevant Transferor applicable to any part of the Transferring Business

shall cease to apply in respect of that Transferring Business, and instead the relevant

Duplicated Terms of Business that shall be created with effect from the Effective Time on

the terms set out in paragraph 11 shall apply in respect of that Transferring Business as

between the Customer and the Transferee. The Existing Terms of Business relating to that

Transferring Business shall not be transferred as part of the Transferring Business, but

shall remain in place between the relevant Transferor and the Customer.

5 Transfer of Assets and Liabilities

5.1 The provisions of this paragraph 5 are without prejudice to the generality of paragraph 4.

5.2 On, and with effect from the Effective Date, in accordance with the terms of this Scheme:

5.2.1 the Transferring Assets shall, by this Scheme and without any further act or

instrument, be transferred to, and legal and beneficial title in respect of such

Transferring Assets shall vest in, the Transferee; and

5.2.2 the Transferring Liabilities shall, by this Scheme and without any further act or

instrument, be transferred to, and shall become Liabilities of, the Transferee and

shall cease to be Liabilities of either of the Transferors.

5.3 On, and with effect from, each Subsequent Transfer Date, in accordance with the terms of

this Scheme:

5.3.1 each Residual Asset to which such Subsequent Transfer Date applies shall, by this

Scheme and without any further act or instrument, be transferred to, and legal and

beneficial title (where such beneficial title has not previously transferred pursuant

to the creation of the trust described in paragraph 6.1 below (if applicable) or

pursuant to any other agreement or arrangement between either of the Transferors

and the Transferee) in respect of such Residual Asset shall vest in the Transferee

and cease to be an asset of either of the Transferors; and

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5.3.2 each Residual Liability to which such Subsequent Transfer Date applies shall, by

this Scheme and without any further act or instrument, be transferred to, and shall

become a Liability of, the Transferee and shall cease to be a Liability of either of

the Transferors.

5.4 The Scheme shall not operate to transfer or have the effect of transferring, or be construed

to operate to transfer or have the effect of transferring, to the Transferee any of the

Excluded Assets or the Excluded Liabilities.

5.5 Each Transferring Asset, Transferring Liability, Residual Asset and Residual Liability (as

applicable) shall be transferred to, and vested in, the Transferee subject to all

Encumbrances (if any), and with the benefit of all Rights in Security (if any), that affect it.

5.6 Unless otherwise agreed by the relevant Transferor and the Transferee, or otherwise

provided for pursuant to the arrangements described in paragraphs 8 or 12 below, any

Business Asset or Assumed Liability in respect of which an Encumbrance or Right in

Security has been granted by, or in favour of, the Transferors, shall only transfer to the

Transferee if the relevant Encumbrance or Right in Security transfers at the same time,

and any Encumbrance or Right in Security shall only transfer to the Transferee if the

relevant Business Asset or Assumed Liability (as applicable) transfers at the same time.

5.7 Subject to paragraph 7.5, every Customer shall, as and with effect from the Relevant Date

in respect of that Customer’s Customer Agreement, Transferring Guarantee/Security

and/or Duplicated Agreement (but only insofar as it relates to the Transferring Business),

become entitled (in succession to, and to the exclusion of, any rights which that Customer

may have had against the Transferors under the relevant Customer Agreement,

Transferring Guarantee/Security and/or corresponding Existing Agreement (but only

insofar as it relates to the Transferring Business)), to the same rights against the

Transferee as were available to that Customer against the Transferors under such

Customer Agreement, Transferring Guarantee/Security or corresponding Existing

Agreement (insofar as it relates to the Transferring Business).

5.8 Each of the Transferors and the Transferee shall each take all such reasonable steps and

do all such reasonable things (including the execution and delivery of any documents) as

may be necessary or desirable to give effect to this Scheme including, without limitation,

the transfer to the Transferee of the Transferring Business in accordance with this

paragraph 5 and the creation of the Duplicated Agreements in accordance with

paragraphs 9 and 10, save to the extent that the Transferee notifies the Transferors that it

shall not require such steps to be taken.

5.9 The transfer of the Transferring Assets and the Transferring Liabilities, together with, to the

extent applicable, any Residual Assets and/or Residual Liabilities to the Transferee, and

the creation of the Duplicated Agreements, shall take effect, notwithstanding any provision

to the contrary in any contract or arrangement with any Customer or any other person, and

such transfer shall be deemed to take effect on the basis that:

5.9.1 there is no requirement upon either of the Transferors or the Transferee, or any

other person or party, to (a) obtain the consent of any person or consult with any

person, (b) provide any written or other notifications to any person, (c) execute any

new or additional documentation, or accede to any existing documentation to which

the Transferor is party, (d) deliver any legal opinion, tax opinion, report, certificate,

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evidence or other document, (e) provide any representations, warranties,

undertakings, confirmations or information to any person, (f) comply with or

conform to any and all eligibility criteria or other condition, howsoever described or

defined, which would otherwise restrict the ability of the Transferee to acquire the

Transferring Assets and Transferring Liabilities together with, to the extent

applicable, any Residual Assets and/or Residual Liabilities or to be or become a

party to the associated documentation, including, but without limitation, any

requirement to transfer an asset or liability which is an Excluded Asset or Excluded

Liability under the Scheme along with such Transferring Asset, Transferring

Liability, Residual Asset or Residual Liability (as the case may be), any requirement

as to a minimum credit rating of the Transferee or any requirement to obtain

confirmation from the relevant rating agency that the credit rating of any securities

or other financial instruments is not affected by the transfer, (g) pay any fees, costs

and/or expenses of any Customer, or any other party to a Customer Agreement or

a Duplicated Agreement or any other agreement forming part of the Transferring

Business, or of any other person or party whatsoever, save only as provided in

paragraph 20, (h) comply with any restrictions on the transfer of confidential

information (howsoever described or defined) as between the Transferor and the

Transferee (or vice versa), or (i) otherwise comply with any provision which has the

effect of restricting or prohibiting such transfer; and

5.9.2 there is no contravention of, liability arising out of or interference with any interest

or right.

5.10 The Scheme shall not operate to prevent any Customer exercising or enforcing, and the

Court shall, for the purposes of Section 112A (2)(b) of the Act, permit the exercise and

enforcement of, any Preserved Rights.

5.11 Without prejudice to paragraphs 8, 9 and 10, nothing in this Scheme shall have the effect

of conferring on the Transferee any rights or obligations in respect of the Transferring

Business which the relevant Transferor did not have prior to the Relevant Date.

5.12 The transfer of the Transferring Business shall have effect whether or not the Transferors

would, apart from the terms of this Scheme, have capacity to effect the same.

6 Declaration of trust by the Transferors and retention of Residual Liabilities

6.1 If any Business Asset of a Transferor is not transferred to, and vested in, the Transferee by

this Scheme on the Effective Date because such asset is a Residual Asset or for any other

reason, then (without prejudice to any other arrangements between the relevant Transferor

and the Transferee in relation to such Residual Asset) the relevant Transferor shall, on and

from the Effective Date:

6.1.1 hold any such asset, together with any proceeds of sale, income or other accrual or

return in respect thereof, on trust for the Transferee absolutely;

except to the extent that:

(i) the entry into, or creation of such an arrangement would itself be outside

the jurisdiction of the Court;

(ii) the entry into, or creation of such an arrangement would require a consent

or waiver which has not been obtained, cause a breach of, or default under,

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the terms and conditions of any Transferring Asset or Transferring Liability

or would give rise to any right of acceleration of any obligation or any right

of termination pursuant to any such arrangement;

(iii) such arrangement cannot be entered into, or be created, for any other

reason; or

(iv) there is a close-out netting provision or set-off provision which applies to

such Residual Asset and a related Residual Liability; and

6.1.2 retain any related Residual Liability.

6.2 The relevant Transferor shall be subject to the Transferee’s reasonable directions in

respect of any Residual Asset and any related Residual Liability until the relevant Residual

Asset and any related Residual Liability is transferred or otherwise vested in the

Transferee or is disposed of (whereupon the relevant Transferor shall account to the

Transferee for the proceeds thereof) and the Transferee shall have authority to act as the

agent and attorney of the relevant Transferor in respect of such Residual Asset and any

related Residual Liability for all purposes.

6.3 In the event of any payment being made to, or right or benefit being conferred upon or

accruing to, a Transferor in respect of any of the Transferring Assets or Transferring

Liabilities after the Relevant Date, the relevant Transferor shall hold such sums on trust

and shall, as soon as is reasonably practicable after its receipt, pay over the amount of

such payment or transfer or assign such right or benefit to, or in accordance with the

directions of, the Transferee.

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PART C – FURTHER PROVISIONS RELATING TO THE TRANSFER

7 Specific provisions in respect of the Transferring Assets, Transferring

Liabilities and Duplicated Agreements

7.1 On and with effect from the Relevant Date and in accordance with the terms of this

Scheme, each Customer Agreement, each Transferring Guarantee/Security (except for

any Shared Guarantee/Security) and each Duplicated Agreement shall have effect as if it

had always been entered into by, made or placed with, or accepted or issued by, the

Transferee (or on behalf of the Transferee) instead of the relevant Transferor (or on behalf

of the relevant Transferor) and:

7.1.1 in respect of any Transferring Derivative Transactions (other than those entered

into pursuant to a Long Form Confirmation), each such transaction (and the

relevant Transferring Derivative Transaction Confirmation) shall have effect as if it

had always been governed by the corresponding Duplicated Agreement; and

7.1.2 in respect of any Transferring Asset and/or Transferring Liability:

(i) any relevant person who, immediately prior to the Relevant Date, has rights

against any Transferor, or is subject to obligations to any Transferor, in

respect of the relevant Transferring Asset and/or Transferring Liability shall

have the same rights against, and be subject to the same obligations to,

the Transferee; and

(ii) the Transferee shall have the same rights, powers, remedies, and Rights in

Security in its favour and be subject to the same obligations and

Encumbrances (and without affecting the enforceability, priority or ranking

of any such Right in Security or Encumbrance) as the relevant Transferor

had or to which it was subject, immediately prior to the Relevant Date,

and accordingly, but without prejudice to paragraph 8, any provisions of this Scheme

relating to Preserved Rights or any other provision of this Scheme expressly providing to

the contrary, such rights that were available to (i) the relevant Transferor on the one hand,

or (ii) any Customer (or any third party) on the other, as between or against each other in

respect of the relevant Transferring Asset and/or Transferring Liability shall be

extinguished. For the avoidance of doubt, this provision shall not operate to extinguish

rights between a Customer and any third party that are unrelated to any Transferor.

7.2 With effect from the Relevant Date and subject to the terms of this Scheme, the following

provisions shall apply to any Transferring Asset and/or Transferring Liability:

7.2.1 any instruction, direction, mandate (including, but not limited to, any direct debit

mandate and any general mandates to manage client accounts), standing order,

indemnity, power of attorney, authority, undertaking, declaration or consent (a

“Mandate”) given to, or by, any Transferor in the course of carrying out the

Transferring Business or in relation to any Guarantee/Security or any Existing

Agreement and which relates, whether in whole or in part, to any such Transferring

Asset and/or Transferring Liability (whether in writing or not) shall have effect as if it

had always been given to or, as the case may be, by the Transferee (and in

particular, any such Mandate providing for the payment of any sum under or in

respect of any of the Customer Agreements, Guarantee/Security or Duplicated

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Agreements to or by any Transferor shall, from and after the Relevant Date, take

effect as if it had provided for and authorised such payment to or by the

Transferee). For the avoidance of doubt:

(i) the Transferee may rely on each such Mandate in respect of any

instructions given to the Transferee pursuant to such Mandate after the

Relevant Date; and

(ii) each such Mandate shall continue to have effect in respect of the relevant

Transferor to the extent that the relevant Transferor holds or continues to

hold any assets or liabilities in respect of which such Mandate was given to,

or by (as the case may be), the relevant Transferor.

7.2.2 the Transferee shall have the same rights, defences, powers and remedies for

ascertaining, perfecting, enforcing or resisting any such Transferring Asset and/or

Transferring Liability, as if it had at all times been an asset or liability of the

Transferee;

7.2.3 the Transferee shall be entitled to rely on and enforce any consent, waiver,

representation, warranty, statement or estoppel given, made or otherwise available

to the relevant Transferor by, or against, a person in relation to any such

Transferring Asset and/or Transferring Liability prior to the Relevant Date, as if

such consent, waiver, representation, warranty, statement or estoppel had been

given, made or been available to the Transferee and to the same extent that the

relevant Transferor would have been able to rely on and enforce the same; and

7.2.4 as regards any such Transferring Asset or Transferring Liability under which

interest, principal or other sums attributable or referable thereto are payable:

(i) to the extent that such interest, principal or other sums were payable or

repayable by any Transferor immediately prior to the Relevant Date, such

interest, principal or other sums shall be payable by the Transferee; and

(ii) to the extent that such interest, principal or other sums were payable or

repayable to any Transferor immediately prior to the Relevant Date, such

interest, principal or other sums shall be payable to the Transferee.

7.3 Subject to paragraph 8, on, and with effect from, a Relevant Date and subject to the terms

of this Scheme but without prejudice to paragraphs 19 to 21 (inclusive):

7.3.1 any Right in Security attributable to a Transferring Asset or Transferring Liability

and held by, or vested in, any Transferor or a nominee of, agent of, attorney of or

trustee for and on behalf of, and for the benefit of, any Transferor (each a

“Transferor Entity”) (whether for any Transferor alone, both Transferors or for any

Transferor(s) and other persons), immediately prior to the applicable Relevant

Date, shall be held by or vested in the Transferee or, as applicable, that nominee,

agent, attorney or trustee for and on behalf of, and for the benefit of, the Transferee

(each a “Transferee Entity”) as if the Transferee Entity had always held, or had

the benefit of, such Right in Security in the same manner as such Right in Security

was held by or on behalf of, or for the benefit of, the relevant Transferor Entity

(and, if not physically delivered to the Transferee, shall be deemed to be so

delivered on the applicable Relevant Date);

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7.3.2 any Right in Security referred to in paragraph 7.3.1 shall be available to, and

enforceable by, the Transferee Entity, with respect to any Liabilities (including any

principal, interest, fees, charges or other sums) to which the Right in Security

relates and which either (i) have been incurred or which have arisen prior to the

applicable Relevant Date and/or (ii) are incurred or which arise on or after the

applicable Relevant Date; and

7.3.3 in relation to any Right in Security referred to in paragraph 7.3.1 and any Liabilities

thereby secured, guaranteed or supported, the Transferee Entity shall, on, and

from, the Relevant Date, be entitled to the same rights, ranking and priorities and

be subject to the same obligations and incidents as those to which the relevant

Transferor Entity was entitled and to which it was subject immediately prior to the

applicable Relevant Date and, without prejudice to the generality of the foregoing,

all waivers, amendments, conditions, consents, deeds of substitution, deeds of

release, intercreditor agreements, priority agreements, ranking agreements,

subordination agreements, trust deeds, deeds of charge and other arrangements

attributable to any such Rights in Security shall be enforceable by and binding

upon the Transferee Entity on and after the Relevant Date, to the same extent to

which the same would have been enforceable by and binding upon the relevant

Transferor Entity prior to the applicable Relevant Date.

7.4 Subject to paragraph 8, on, and with effect from, a Relevant Date and subject to the terms

of this Scheme but without prejudice to paragraphs 19 to 21 (inclusive):

7.4.1 any Encumbrance attributable to a Transferring Asset or Transferring Liability to

which a Transferor Entity is subject (whether relating to any Transferor alone, both

Transferors or for any Transferor(s) and other persons), immediately prior to the

applicable Relevant Date, shall be enforceable against the Transferee Entity as if

such Encumbrance had always been enforceable against the Transferee Entity in

the same manner as such Encumbrance was enforceable against the relevant

Transferor Entity;

7.4.2 any Encumbrance referred to in paragraph 7.4.1 shall be enforceable against the

Transferee Entity, with respect to any Liabilities (including any principal, interest,

fees, charges or other sums) to which the Encumbrance relates and which either (i)

have been incurred or which have arisen prior to the applicable Relevant Date

and/or (ii) are incurred or which arise on or after the applicable Relevant Date; and

7.4.3 in relation to any Encumbrance referred to in paragraph 7.4.1 and any Liabilities

thereby secured, guaranteed or supported, the Transferee Entity shall, on, and

from, the Relevant Date, be entitled to the same rights and be subject to the same

obligations and incidents as those to which the relevant Transferor Entity was

entitled and to which it was subject immediately prior to the applicable Relevant

Date and, without prejudice to the generality of the foregoing, all waivers,

amendments, conditions, consents, deeds of substitution, deeds of release,

intercreditor agreements, priority agreements, ranking agreements, subordination

agreements, trust deeds, deeds of charge and other arrangements attributable to

any such Encumbrances shall be enforceable by and binding upon the Transferee

Entity on and after the Relevant Date, to the same extent to which the same would

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have been enforceable by and binding upon the relevant Transferor Entity prior to

the applicable Relevant Date.

7.5 Notwithstanding any other provision of this Scheme, on and with effect from the Relevant

Date, any rights of any party to a Customer Agreement, a Transferring Guarantee/Security

or a Duplicated Agreement to set off:

7.5.1 any liabilities owed to a Transferor by that party against any claims or rights of that

party against the Transferee or against any other member of the Transferor’s

Group that is not a Ring-fenced Affiliate; or

7.5.2 any liabilities owed to the Transferee by that party against any claims or rights of

that party against the Transferor or against any other member of the Transferor’s

Group that is a Ring-fenced Affiliate,

shall cease to have effect, provided that this paragraph 7.5 shall not prevent or cancel the

operation of close-out netting provisions between a counterparty and the Transferee under

a Duplicated Master Agreement.

7.6 This paragraph 7 shall be without prejudice to the general application of the provisions of

this Scheme to Transferring Assets and Transferring Liabilities which are not Customer

Agreements, Rights in Security or Encumbrances.

8 Security Trust

8.1 Paragraphs 5, 6 and 7 shall apply to the Transferring Guarantee/Security subject to the

provisions of this paragraph 8.

8.2 Subject to paragraphs 8.3 and 8.4, where any Transferring Guarantee/Security:

8.2.1 relates to any Existing Agreement; and/or

8.2.2 would from the Relevant Date relate both to (i) any Transferring Asset or Residual

Asset and (ii) any Excluded Asset owed or that may become owing to any

Transferor,

(the “Shared Guarantee/Security”), then paragraph 7.3 shall not apply and such Shared

Guarantee/Security shall continue to be held by the relevant Transferor Entity as trustee

(the “Security Trustee”) on trust (or, where relevant, as creditor or Guarantee/Security

agent) for the benefit of both the Transferor and the Transferee absolutely (i) in the case

where the Transferring Guarantee/Security relates to an Existing Agreement, in order to

guarantee and/or secure the payment, discharge and/or performance by an Obligor of its

obligations to the relevant Transferor under the Existing Agreement and its obligations to

the Transferee under the Duplicated Agreement created pursuant to this Scheme and/or (ii)

in order to guarantee and/or secure the payment, discharge and/or performance by an

Obligor of its obligations to the relevant Transferor in relation to such Excluded Asset and

its obligations to the Transferee in relation to the Transferring Asset or Residual Asset (as

the case may be), except, in relation to any Shared Guarantee/Security in respect of which

an equivalent trust exists under that Shared Guarantee/Security or related Customer

Agreements. The Security Trustee shall hold the Shared Guarantee/Security that is subject

to the trust created in this paragraph 8.2 on the Shared Security Trust Terms.

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8.3 Subject to paragraph 8.4, if the transfer of any Guarantee/Security referred to in

paragraph 7.3 pursuant to the Scheme is not recognised by the laws of the jurisdiction in

which such security or secured property is situated (the “Non-Transferring

Guarantee/Security”), then paragraph 7.3 shall not apply and such Non-Transferring

Guarantee/Security shall continue to be held by the relevant Transferor Entity, on terms

that such Transferor Entity shall have the right to enforce such security as Security Trustee

(or, where relevant, as creditor or Guarantee/Security agent), on behalf of the Transferee in

relation to any liability transferred pursuant to this Scheme and any further liability incurred

pursuant to Customer Agreements transferred or Duplicated Agreements created pursuant

to the Scheme.

8.4 If the laws of a jurisdiction in which an asset is situated, or which are otherwise relevant to

any Guarantee/Security relating to such asset, do not recognise the Security Trust

arrangements referred to in paragraphs 8.2 and 8.3 or under such laws the Security Trust

arrangements are not sufficient to provide, in all material respects, the rights envisaged as

being granted to the relevant Transferor Entity as Security Trustee pursuant to

paragraphs 8.2 or 8.3, or the same benefits to the Transferee or relevant Transferor (as the

case may be), as were available to the relevant Transferor prior to the Effective Date, the

Business Assets or Assumed Liabilities relating to such affected Guarantee/Security, shall

be treated as Residual Assets and Residual Liabilities.

8.5 Without prejudice to the generality of paragraph 15, with effect from the Relevant Date, any

provision in, or obligation relating to, the Transferring Assets or the Transferring Liabilities

or any Duplicated Agreement that has the effect of prohibiting information in relation to a

Customer to be shared between the relevant Transferor (or other Security Trustee under

paragraphs 8.2 and 8.3) and the Transferee (and for the avoidance of doubt, including if

such prohibition operates only if the consent of the relevant Customer is not obtained) shall

be deemed to not apply to the extent that the sharing of such information is required or

reasonably requested by or on behalf of any of the relevant Transferor, any Security

Trustee or Transferee for the purposes of, or in relation to, administering or managing, or

enforcing any rights in respect of, the Shared Guarantee/Security or any part thereof.

9 Specific provisions in respect of Master Agreements and ancillary

documents

9.1 Paragraph 9.2 applies to a Master Agreement which satisfies any one of the following two

conditions:

9.1.1 any Master Agreement identified by an agreement identification number (generated

by a dedicated database maintained by the LBG Group) which is either (a) listed in

Part B of Schedule 2, or (b) (for Master Agreements identified as falling within this

scope of this paragraph 9.1.1 after the CD Cut-off Date), listed within the database

identified by an identification number (generated by the LBG Group) which is listed

in Part E of Schedule 2; and

9.1.2 to the extent not covered in paragraph 9.1.1, any Master Agreement which relates

solely or partly to Business Assets and/or Assumed Liabilities (whether transferring

on the Effective Date or a Subsequent Transfer Date),

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(each an “Existing Master Agreement”).

9.2 With effect from the Effective Time, and subject to the terms of the Scheme:

9.2.1 each Existing Master Agreement shall (i) continue to exist between the relevant

Transferor and the other existing parties and (ii) not form part of the Transferring

Business, and any existing transactions governed by such Existing Master

Agreement that do not form part of the Transferring Business (if any) will continue

to be governed by that Existing Master Agreement and a new Master Agreement

on the same terms and conditions as the Existing Master Agreement (subject to

paragraph 14) shall be deemed to exist between the Transferee and other existing

parties (other than the Transferor) to such Existing Master Agreement and shall,

unless otherwise agreed in writing between the relevant Transferor and the

Transferee, include the benefit of all outstanding rights and causes of action

relating to the Transferring Derivative Transactions under the Existing Master

Agreement (the “Duplicated Master Agreement”), and any Transferring

Derivative Transactions governed by an Existing Master Agreement (if any) will

(from the Relevant Date as regards that transaction) be governed by the

corresponding new Duplicated Master Agreement;

9.2.2 each ISDA/FIA Cleared Derivatives Execution Agreement entered into by a

Transferor with a person who is also a counterparty to an Existing Master

Agreement (an “Existing CDEA”) shall (i) continue to exist between the relevant

Transferor and the other existing parties and (ii) not form part of the Transferring

Business, and any existing transactions governed by such Existing CDEA that do

not form part of the Transferring Business (if any) will continue to be governed by

that Existing CDEA and a new ISDA/FIA Cleared Derivatives Execution Agreement

on the same terms and conditions as the Existing CDEA (subject to paragraph 14)

shall be deemed to exist between the Transferee and other existing parties (other

than the Transferor) to such Existing CDEA (the “Duplicated CDEA”), and any

Transferring Derivative Transactions governed by an Existing CDEA (if any) will

(from the Relevant Date as regards that transaction) be governed by the

corresponding new Duplicated CDEA;

9.2.3 each Master Give-Up Agreement entered into in respect of an Existing Master

Agreement by a Transferor with a person who is also a counterparty to such

Existing Master Agreement (an “Existing Master Give-Up Agreement”) shall (i)

continue to exist between the relevant Transferor and the other existing parties and

(ii) not form part of the Transferring Business, and any existing transactions that

are in the process of being given-up pursuant to such Existing Master Give-Up

Agreement and that do not form part of the Transferring Business (if any) will

continue to be subject to the Existing Master Give-Up Agreement and a new

Master Give-Up Agreement on the same terms and conditions as the Existing

Master Give-Up Agreement (subject to paragraph 14) shall be deemed to exist

between the Transferee and other existing parties (other than the Transferor) to

such Existing Master Give-Up Agreement (the “Duplicated Master Give-Up

Agreement”), and any Transferring Derivative Transactions that are in the process

of being given-up pursuant to an Existing Master Give-Up Agreement (if any) will

(from the Relevant Date as regards that transaction) be subject to the

corresponding new Duplicated Master Give-Up Agreement;

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9.2.4 a duplicate of all documents relating to an Existing Master Agreement, Existing

CDEA and Existing Master Give-Up Agreement (including, without limitation,

notices issued pursuant to the Securities Financing Transactions Regulation in

respect of title transfer collateral arrangements, regulatory status and other

questionnaires, representation letters, non-disclosure agreements, delegated

reporting agreements, Mandates and suitability assessments, any other notices,

side letters, client classification letters, fund client approval letters or other

documentation entered into in compliance or connection with applicable regulatory

requirements and any other agreement or arrangement the duplication of which is

necessary to ensure the Transferee can operate the Transferring Business

effectively following the Effective Date but not including any Terms of Business, any

Designation Notices in relation to an Existing Master Give-Up Agreement or any

Excluded Ancillary Documents) (“Existing Ancillary Documents”) shall be

deemed to exist and be separate documents of, and addressed to, the Transferee

(such duplicated Existing Ancillary Documents, “Duplicated Ancillary

Documents”). For the avoidance of doubt, nothing in this paragraph 9.2.4 shall be

construed as terminating the original versions of any ancillary documents.

9.3 The creation of a Duplicated Master Agreement, Duplicated CDEA, Duplicated Master

Give-Up Agreement or Duplicated Ancillary Document in accordance with paragraph 9.2

shall not require the consent of any person or result in the contravention of, liability arising

out of or interference with any interest or right, and such Duplicated Master Agreement,

Duplicated CDEA, Duplicated Master Give-Up Agreement or Duplicated Ancillary

Document shall have effect, notwithstanding any provision to the contrary in any contract

or arrangement with any Customer or any other person.

9.4 This paragraph 9.4 applies to any Early Termination Notice validly delivered prior to the

Relevant Date in accordance with an Existing Master Agreement (whether by a relevant

Transferor or a counterparty) which would from the Relevant Date relate (i) to both a

Business Asset and an Excluded Asset or (ii) solely to Business Assets and in respect of

which an Early Termination Date has been designated under the Existing Master

Agreement as at the Relevant Date but such Early Termination Date has not occurred on

or prior to the Relevant Date (an “Existing Early Termination Notice”).

9.4.1 With effect from the Effective Time:

(i) each Existing Early Termination Notice in existence as at the Effective Time

shall (i) continue to exist between the relevant Transferor and the existing

counterparty and (ii) not form part of the Transferring Business, and shall

continue to have effect as prior to the Effective Time; and

(ii) a new Early Termination Notice on the same terms and conditions

(including the designated Early Termination Date) as the Existing Early

Termination Notice shall be deemed to exist between the Transferee and

the counterparty to the Existing Master Agreement to which the Existing

Early Termination Notice relates (the “Duplicated Early Termination

Notice”), and shall (from the Effective Time) have the same effect as the

Existing Early Termination Notice. Accordingly, the Transferee or the

counterparty, as applicable, shall be able to rely on such Duplicated Early

Termination Notice to close-out any Transferring Derivative Transactions to

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which the Duplicated Early Termination Notice relates on the designated

Early Termination Date.

9.4.2 In respect of any Existing Early Termination Notice which relates to any Residual

Asset or Residual Liability and which is validly delivered at any time during the

period immediately after the Effective Time until the Subsequent Transfer Date

(both dates inclusive) for the relevant Residual Asset or Residual Liability, with

effect from the Subsequent Transfer Date:

(i) each such Existing Early Termination Notice shall (i) continue to exist

between the relevant Transferor and the existing counterparty and (ii) not

form part of the Transferring Business, and shall continue to have effect as

prior to the Subsequent Transfer Date; and

(ii) a Duplicated Early Termination Notice shall be deemed to exist between the

Transferee and the counterparty to the Existing Master Agreement to which

the Existing Early Termination Notice relates, and shall (from the

Subsequent Transfer Date) have the same effect as the Existing Early

Termination Notice. Accordingly, the Transferee or the counterparty, as

applicable, shall be able to rely on such Duplicated Early Termination

Notice to close-out any Transferring Derivative Transactions to which the

Duplicated Early Termination Notice relates on the designated Early

Termination Date.

9.4.3 The creation of a Duplicated Early Termination Notice in accordance with

paragraphs 9.4.1 or 9.4.2 shall not require the consent of any person or result in

the contravention of, liability arising out of or interference with any interest or right,

and such Duplicated Early Termination Notice shall have effect notwithstanding any

provision to the contrary in any contract or arrangement with any Customer or any

other person.

9.4.4 Capitalised terms used in this paragraph 9.4 shall have the following meanings:

“Early Termination Date” has the meaning given to it in the relevant Existing

Master Agreement.

“Early Termination Notice” means any notice validly delivered in accordance with

an Existing Master Agreement which specifies an Early Termination Date in respect

of any Transferring Derivative Transaction.

9.5 This paragraph 9.5 will apply where (i) an ISDA Credit Support Annex has been entered

into in relation to an Existing Master Agreement (an “Existing CSA”) with the result that on

and with effect from the Effective Time an ISDA Credit Support Annex is deemed to exist

between the Transferee and the relevant counterparty as part of the Duplicated Master

Agreement (a “Duplicated CSA”) and (ii) immediately preceding the Effective Time a

Credit Support Balance exists in respect of either party under the Existing CSA (for the

purposes of this paragraph 9.5, (A) the Credit Support Balance shall be referred to as

being “held” by the party who received the Eligible Credit Support, Distributions or

proceeds thereof comprised in the Credit Support Balance notwithstanding the fact that

such party is not actually required to hold any of the Eligible Credit Support, Distributions

or proceeds thereof comprised in such Credit Support Balance; (B) the party who received

the Eligible Credit Support, Distributions or proceeds thereof comprised in the Credit

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Support Balance is referred to as the “holder of the Credit Support Balance”; and (C) the

other party is referred to as the “provider of the Credit Support Balance”).

9.5.1 Where any Credit Support Balance is held by the relevant Transferor under the

Existing CSA and all Derivative Transactions that are taken into account for the

purposes of determining the CSA Exposure under the Existing CSA transfer to the

Transferee at the Effective Time, then:

(i) on and with effect from the Effective Time (A) the Credit Support Balance

held by the relevant Transferor under such Existing CSA shall be

transferred to the Transferee and shall be deemed to be held by the

Transferee under the Duplicated CSA and (B) the Credit Support Balance

held by the relevant Transferor under the Existing CSA shall be reduced to

zero, and the relevant Transferor shall have no further obligations under the

Existing CSA in respect of return amounts relating to such transferred

Credit Support Balance;

(ii) if the Eligible Credit Support comprised in the Credit Support Balance held

by the Transferor under the Existing CSA immediately preceding the

Effective Time includes any cash:

I. any Interest Amount payable by the holder of the Credit Support

Balance in respect of cash comprised in the Credit Support Balance

with respect to the Interest Period in which the Effective Date falls

(the “Relevant Interest Period”) shall (A) for the period from (and

including) the first day of the Relevant Interest Period to (but

excluding) the Effective Date, be paid (on the final day of the

Relevant Interest Period or if the Existing CSA requires payment on

another date, such other date) by the relevant Transferor to the

counterparty and (B) for the period from (and including) the

Effective Date to (but excluding) the final day of the Relevant

Interest Period, be paid (on the final day of the Relevant Interest

Period or if the Duplicated CSA requires payment on another date,

such other date) by the Transferee to the counterparty;

II. any Negative Interest Amount payable by the counterparty in

respect of cash comprised in the Credit Support Balance with

respect to the Relevant Interest Period shall (A) for the period from

(and including) the first day of the Relevant Interest Period to (but



another date, such other date) by the counterparty to the relevant

Transferor and (B) for the period from (and including) the Effective

Date to (but excluding) the final day of the Relevant Interest Period,

be paid (on the final day of the Relevant Interest Period or if the

Duplicated CSA requires payment on another date, such other

date) by the counterparty to the Transferee; and

(iii) if the Eligible Credit Support comprised in the Credit Support Balance held


Effective Time includes any securities and (A) a Distributions Date occurs in

respect of such securities (whilst held by the Transferor) prior to the

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Effective Date but (B) the related Settlement Day falls on or after the

Effective Date, the Transferor shall transfer any Equivalent Distributions

relating to such Eligible Credit Support and Distributions Date to the

counterparty no later than the related Settlement Day to the extent that a

Delivery Amount under the Existing CSA would not be created or increased

by the transfer (notwithstanding that the Credit Support Balance will be

transferred to the Transferee on and with effect from the Effective Time).

9.5.2 Where any Credit Support Balance is held by the relevant Transferor under the

Existing CSA and some but not all Derivative Transactions that are taken into

account for the purposes of determining the CSA Exposure under the Existing CSA

transfer to the Transferee at the Effective Time, then:

(i) on and with effect from the Effective Time (A) an amount of Eligible Credit

Support comprised in the Credit Support Balance held by the relevant

Transferor under such Existing CSA as close as practicable to the Relevant

Proportion (such amount of Eligible Credit Support to be comprised of a pro

rata amount of each item of Eligible Credit Support comprised in the Credit

Support Balance held by the relevant Transferor under such Existing CSA

rounded, if necessary, down to the nearest whole unit of currency (in the

case of cash) or the nearest tradable denomination (in the case of

securities)) in each case as determined by the relevant Transferor shall be

transferred to the relevant Transferee and shall be deemed to be held by

the Transferee under the Duplicated CSA, provided that the aggregate

amount of Eligible Credit Support so transferred shall not exceed the

Maximum Counterparty Delivery Amount and (B) the Credit Support

Balance held by the Transferor under the Existing CSA shall be reduced

correspondingly, and the Transferor shall have no further obligations under

the Existing CSA in respect of return amounts to the extent it relates to

such transferred Credit Support Balance;




I. any Interest Amount payable by the holder of the Credit Support

Balance in respect of cash comprised in the Credit Support Balance

with respect to the Relevant Interest Period shall (A) for the period

from (and including) the first day of the Relevant Interest Period to

(but excluding) the Effective Date, be paid (on the final day of the


another date, such other date) by the relevant Transferor to the

counterparty and (B) for the period from (and including) the

Effective Date to (but excluding) the final day of the Relevant

Interest Period, be paid (on the final day of the Relevant Interest

Period or if the Existing CSA or the Duplicated CSA, as the case

may be, requires payment on another date, such other date) by (I)

the relevant Transferor to the counterparty in respect of the cash

comprised in the Credit Support Balance held by the Transferor

under the Existing CSA for such period and (II) the Transferee to

the counterparty in respect of the cash comprised in the Credit

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Support Balance held by the Transferee under the Duplicated CSA

for such period;

II. any Negative Interest Amount payable by the counterparty in

respect of cash comprised in the Credit Support Balance with

respect to the Relevant Interest Period shall (A) for the period from

(and including) the first day of the Relevant Interest Period to (but



another date, such other date) by the counterparty to the relevant

Transferor and (B) for the period from (and including) the Effective

Date to (but excluding) the final day of the Relevant Interest Period,

be paid (on the final day of the Relevant Interest Period or if the

Existing CSA or the Duplicated CSA, as the case may be, requires

payment on another date, such other date) by (I) the counterparty

to the relevant Transferor in respect of the cash comprised in the

Credit Support Balance held by the Transferor under the Existing

CSA for such period and (II) the counterparty to the Transferee in

respect of the cash comprised in the Credit Support Balance held

by the Transferee under the Duplicated CSA for such period; and




respect of such securities (whilst held by the Transferor) prior to the


Effective Date, the Transferor shall transfer any Equivalent Distributions


counterparty no later than the related Settlement Day to the extent that a

Delivery Amount under the Existing CSA would not be created or increased

by the transfer (notwithstanding that the securities comprised in the Credit

Support Balance may have been transferred in whole or in part to the

Transferee on and with effect from the Effective Time).

9.5.3 Where any Credit Support Balance is held by the counterparty under the Existing

CSA and all Derivative Transactions that are taken into account for the purposes of

determining the CSA Exposure under the Existing CSA transfer to the Transferee

at the Effective Time, then:

(i) on and with effect from the Effective Time (A) the Credit Support Balance

held by the counterparty under such Existing CSA shall be deemed to have

been transferred by the Transferee to, and received and held by, the

counterparty under the Duplicated CSA and (B) the Credit Support Balance

held by the counterparty under the Existing CSA shall be reduced to zero,

and the counterparty shall have no further obligations under the Existing

CSA in respect of return amounts relating to such transferred Credit

Support Balance;


by the counterparty under the Existing CSA immediately preceding the


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I. any Interest Amount payable by the counterparty in respect of cash

comprised in the Credit Support Balance with respect to the

Relevant Interest Period shall (A) for the period from (and including)

the first day of the Relevant Interest Period to (but excluding) the

Effective Date, be paid (on the final day of the Relevant Interest

Period or if the Existing CSA requires payment on another date,

such other date) by the counterparty to the relevant Transferor and

(B) for the period from (and including) the Effective Date to (but

excluding) the final day of the Relevant Interest Period, be paid (on

the final day of the Relevant Interest Period or if the Duplicated

CSA requires payment on another date, such other date) by the

counterparty to the Transferee;

II. any Negative Interest Amount payable by the provider of the Credit

Support Balance in respect of cash comprised in the Credit Support

Balance with respect to the Relevant Interest Period shall (A) for

the period from (and including) the first day of the Relevant Interest

Period to (but excluding) the Effective Date, be paid (on the final

day of the Relevant Interest Period or if the Existing CSA requires

payment on another date, such other date) by the relevant

Transferor to the counterparty and (B) for the period from (and

including) the Effective Date to (but excluding) the final day of the

Relevant Interest Period, be paid (on the final day of the Relevant

Interest Period or if the Duplicated CSA requires payment on

another date, such other date) by the Transferee to the

counterparty; and




respect of such securities (whilst held by the counterparty) prior to the


Effective Date, the counterparty shall transfer any Equivalent Distributions


relevant Transferor no later than the related Settlement Day to the extent

that a Delivery Amount under the Existing CSA would not be created or

increased by the transfer (notwithstanding that the Credit Support Balance

will be transferred to the Transferee on and with effect from the Effective

Time).

9.5.4 Where any Credit Support Balance is held by the counterparty under the Existing

CSA and some but not all Derivative Transactions that are taken into account for

the purposes of determining the CSA Exposure under the Existing CSA transfer to

the Transferee at the Effective Time, then:

(i) on and with effect from the Effective Time (A) an amount of Eligible Credit

Support comprised in the Credit Support Balance held by the counterparty

under such Existing CSA as close as practicable to the Relevant Proportion

(such amount of Eligible Credit Support to be comprised of a pro rata

amount of each item of Eligible Credit Support comprised in the Credit

Support Balance held by the counterparty under such Existing CSA

rounded, if necessary, down to the nearest whole unit of currency (in the

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case of cash) or the nearest tradable denomination (in the case of

securities)) in each case as determined by the relevant Transferor shall be

deemed to have been transferred by the Transferee to, and received and

held by, the counterparty under the Duplicated CSA, provided that the

aggregate amount of Eligible Credit Support so transferred shall not exceed

the Maximum Transferee Delivery Amount and (B) the Credit Support

Balance held by the counterparty under the Existing CSA shall be reduced

correspondingly, and the counterparty shall have no further obligations

under the Existing CSA in respect of return amounts to the extent it relates

to such transferred Credit Support Balance;




I. any Interest Amount payable by the counterparty with respect to the

Relevant Interest Period shall (A) for the period from (and including)

the first day of the Relevant Interest Period to (but excluding) the

Effective Date, be paid (on the final day of the Relevant Interest

Period or if the Existing CSA requires payment on an earlier date,

such earlier date) by the counterparty to the relevant Transferor and

(B) for the period from (and including) the Effective Date to (but

excluding) the final day of the Relevant Interest Period, be paid (on

the final day of the Relevant Interest Period or if the Existing CSA or

the Duplicated CSA , as the case may be, requires payment on

another date, such other date) (I) by the counterparty to the

relevant Transferor in respect of the cash comprised in the Credit

Support Balance held by the counterparty under the Existing CSA

for such period and (II) by the counterparty to the Transferee in

respect of the cash comprised in the Credit Support Balance held

by the counterparty under the Duplicated CSA for such period;

II. any Negative Interest Amount payable by the provider of the Credit

Support Balance in respect of cash comprised in the Credit Support

Balance with respect to the Relevant Interest Period shall (A) for

the period from (and including) the first day of the Relevant Interest

Period to (but excluding) the Effective Date, be paid (on the final

day of the Relevant Interest Period or if the Existing CSA requires

payment on another date, such other date) by the relevant

Transferor to the counterparty and (B) for the period from (and

including) the Effective Date to (but excluding) the final day of the

Relevant Interest Period, be paid (on the final day of the Relevant

Interest Period or if the Existing CSA or the Duplicated CSA, as the

case may be, requires payment on another date, such other date)

by (I) the relevant Transferor to the counterparty in respect of cash

comprised in the Credit Support Balance held by the counterparty

under the Existing CSA for such period and (II) by the Transferee to

the counterparty in respect of the cash comprised in the Credit

Support Balance held by the counterparty under the Duplicated

CSA for such period; and

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respect of such securities (whilst held by the counterparty) prior to the


Effective Date, the counterparty shall transfer any Equivalent Distributions


relevant Transferor no later than the related Settlement Day to the extent

that a Delivery Amount under the Existing CSA would not be created or

increased by the transfer (notwithstanding that the securities comprised in

the Credit Support Balance may have been transferred in whole or in part

to the Transferee on and with effect from the Effective Time).

9.5.5 Capitalised terms used in this paragraph 9.5 shall have the following meanings:

“Base Currency” means the “Base Currency” (or equivalent concept) as defined in

the relevant ISDA Credit Support Annex;

“Credit Support Balance” means the “Credit Support Balance” or “Credit Support

Balance (VM)” (or equivalent concept) as defined in the relevant ISDA Credit

Support Annex;

“CSA Exposure” means the “Exposure” (or equivalent concept) as defined in the

relevant ISDA Credit Support Annex;

“Delivery Amount” means the “Delivery Amount” or “Delivery Amount (VM)” as

defined in the relevant ISDA Credit Support Annex;

“Distributions” means the “Distributions” (or equivalent concept) as defined in the

relevant ISDA Credit Support Annex;

“Distributions Date” means the “Distributions Date” (or equivalent concept) as


“Eligible Credit Support” means the “Eligible Credit Support” or “Eligible Credit

Support (VM)” (or equivalent concept) as defined in the relevant ISDA Credit

Support Annex and includes any proceeds thereof;

“Equivalent Distributions” means the “Equivalent Distributions” (or equivalent

concept) as defined in the relevant ISDA Credit Support Annex;

“Interest Amount” means the “Interest Amount” or “Interest Amount (VM)” (or

equivalent concept) as defined in the relevant ISDA Credit Support Annex;

“Interest Period” means the “Interest Period” (or equivalent concept) as defined in


“item” means, in respect of Eligible Credit Support comprised in a Credit Support

Balance (i) in the case of cash denominated in any currency, the aggregate amount

of cash denominated in that currency; and (ii) in the case of securities, the

aggregate amount of securities of the same type, nominal value and description;

“Maximum Counterparty Delivery Amount” means the maximum value of

Eligible Credit Support that the relevant Transferor would have been entitled to

receive and/or hold under the Existing CSA calculated on the Relevant Valuation

Date (as if the only transactions relevant for such purpose of calculating CSA

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Exposure were the Transferring Derivative Transactions that are transferring to the

Transferee on the Effective Date and that were taken into account for the purposes

of determining the CSA Exposure under the Existing CSA);

“Maximum Transferee Delivery Amount” means the maximum value of Eligible

Credit Support that the counterparty would have been entitled to receive and/or

hold under the Existing CSA calculated on the Relevant Valuation Date (as if the

only transactions relevant for such purpose of calculating CSA Exposure were the

Transferring Derivative Transactions that are transferring to the Transferee on the

Effective Date and that were taken into account for the purposes of determining the

CSA Exposure under the Existing CSA);

“Negative Interest Amount” means the “AV Negative Interest Amount” or the

absolute value of a negative Interest Amount (VM) (or equivalent concept) as


“paid” in the context of a party paying an Interest Amount or Negative Interest

Amount includes such other method by which a party’s obligation in respect of an

Interest Amount or AV Negative Interest Amount is discharged under the terms of


“Relevant Proportion” means the proportion (expressed as a decimalised

percentage) that (x) an amount in the Base Currency equal to the CSA Exposure

that would have been calculated (with respect to the Transferor for the purpose of

paragraph 9.5.2 and with respect to the counterparty for the purpose of

paragraph 9.5.4) under the relevant Existing CSA on the Relevant Valuation Date

(as if the only transactions relevant for such purpose were the Transferring

Derivative Transactions that are transferring to the Transferee on the Effective Date

and that were taken into account for the purposes of determining the CSA

Exposure under the Existing CSA) subject to a minimum of zero bears to (y) an

amount in the Base Currency equal to the CSA Exposure (as defined in the

Existing CSA) calculated (with respect to the Transferor for the purpose of

paragraph 9.5.2 and with respect to the counterparty for the purpose of

paragraph 9.5.4) under the relevant Existing CSA on the Relevant Valuation Date,

as determined by the relevant Transferor;

“Relevant Valuation Date” means the Valuation Date immediately preceding the

Effective Date (unless the Settlement Day in respect of such Valuation Date has

not occurred by the Effective Date, in which case it shall be the most recent

Valuation Date in respect of which the Settlement Day has occurred);

“Settlement Day” means the “Settlement Day” (or equivalent concept) as defined

in the relevant ISDA Credit Support Annex; and

“Valuation Date” means the “Valuation Date” (or equivalent concept) as defined in

the relevant ISDA Credit Support Annex.

10 Specific provisions in respect of OGSAs and Reservation of Rights Letters

Omnibus Guarantee and Set-off Agreements

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10.1 Paragraph 10.2 applies to an Omnibus Guarantee and Set-off Agreement which would

from the Relevant Date relate (i) to both a Business Asset and an Excluded Asset or (ii)

solely to Business Assets (the “Existing Omnibus Guarantee and Set-off Agreement”).

10.2 With effect from the Effective Time:

10.2.1 each Existing Omnibus Guarantee and Set-off Agreement shall (i) continue to exist

between the relevant Transferor and the other existing parties and (ii) not form part

of the Transferring Business, and shall continue to be held by the relevant

Transferor in order to guarantee and/or secure the payment, discharge and/or

performance by an Obligor of its obligations to the relevant Transferor in relation to

the relevant Excluded Asset;

10.2.2 a new Omnibus Guarantee and Set-off Agreement on the same terms and

conditions as the Existing Omnibus Guarantee and Set-off Agreement shall be

deemed to exist between the Transferee and the existing parties (other than the

Transferor) to the Existing Omnibus Guarantee and Set-off Agreement (the

“Duplicated Omnibus Guarantee and Set-off Agreement”), and shall (from the

Relevant Date) be held by the Transferee in order to guarantee and/or secure the

payment, discharge and/or performance by an Obligor of its obligations to the

Transferee in relation to the relevant Transferring Asset or any other obligations of

an Obligor to the Transferee arising after the Relevant Date which fall within the

scope of the guarantee under the Duplicated Omnibus Guarantee and Set-off

Agreement; and

10.2.3 a duplicate of all documents (other than any overdraft facility referenced in the

Duplicated Omnibus Guarantee and Set-off Agreement, which shall not be

duplicated) relating to a Duplicated Omnibus Guarantee and Set-off Agreement

shall be deemed to exist and be separate documents of, and addressed to, the

Transferee. For the avoidance of doubt, nothing in this paragraph 10.2.3 shall be

construed as terminating the original versions of any such ancillary documents.

10.3 The creation of a Duplicated Omnibus Guarantee and Set-off Agreement in accordance

with paragraph 10.2 shall not require the consent of any person or result in the

contravention of, liability arising out of or interference with any interest or right, and such

Duplicated Omnibus Guarantee and Set-off Agreement shall have effect notwithstanding

any provision to the contrary in any contract or arrangement with any Customer or any

other person.

10.4 If:

(i) an Existing Omnibus Guarantee and Set-off Agreement and its related Duplicated

Omnibus Guarantee and Set-off Agreement contains a provision under which

security held by or for any Obligor from another Obligor which is also a party to

such Omnibus Guarantee and Set-off Agreement shall be held in trust for the

Transferor or the Transferee (as the case may be) as security for the secured

obligations and upon request by the Transferor or the Transferee (as the case may

be) such Obligor shall forthwith deposit such security with the Transferor or the

Transferee (as the case may be) or assign the same to the Transferor or the

Transferee (as the case may be); and

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(ii) such Obligors owe secured obligations both to the relevant Transferor under the

Existing Omnibus Guarantee and Set-off Agreement and to the Transferee under

such Duplicated Omnibus Guarantee and Set-off Agreement,

then notwithstanding such provision, any such security shall be held in trust for the relevant

Transferor who shall hold the benefit of such trust as Shared Guarantee/Security pursuant

to paragraph 8.

Reservation of Rights Letters

10.5 Paragraphs 10.6 and 10.7 apply to any reservation of rights letters which would from the

Relevant Date relate (i) to both a Business Asset and an Excluded Asset or (ii) solely to

Business Assets (the “Existing Reservation of Rights Letters”).


10.6.1 each Existing Reservation of Rights Letter in existence as at the Effective Time

shall (i) continue to exist between the relevant Transferor and the other existing

parties and (ii) not form part of the Transferring Business, and shall continue to

have effect as prior to the Effective Time;

10.6.2 a new reservation of rights letter on the same terms and conditions as the Existing

Reservation of Rights Letter shall be deemed to exist between the Transferee and

the same parties as the Existing Reservation of Rights Letter (the “Duplicated

Reservation of Rights Letter”), and shall (from the Effective Time) be held by the

Transferee and have effect as if it had always been entered into by the Transferee;

and

10.6.3 a duplicate of all documents relating to a Duplicated Reservation of Rights Letter

shall be deemed to exist and be separate documents of, and addressed to, the

Transferee. For the avoidance of doubt, nothing in this paragraph 10.6.3 shall be

construed as terminating the original versions of any such ancillary documents.

10.7 In respect of any Existing Reservation of Rights Letter which relates to any Residual Asset

and which is delivered at any time during the period immediately after the Effective Time

until the Subsequent Transfer Date (both dates inclusive) for the relevant Residual Asset,

with effect from the Subsequent Transfer Date:

10.7.1 each such Existing Reservation of Rights Letter shall (i) continue to exist between

the relevant Transferor and the other existing parties and (ii) not form part of the

Transferring Business, and shall continue to have effect as prior to the Subsequent

Transfer Date;

10.7.2 a Duplicated Reservation of Rights Letter shall be deemed to exist between the

Transferee and the same parties as the Existing Reservation of Rights Letter, and

shall (from the Subsequent Transfer Date) be held by the Transferee and have

effect as if it had always been entered into by the Transferee; and

10.7.3 a duplicate of all documents relating to such Duplicated Reservation of Rights

Letter shall be deemed to exist and be separate documents of, and addressed to,

the Transferee. For the avoidance of doubt, nothing in this paragraph 10.7.3 shall

be construed as terminating the original versions of any such ancillary documents.

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10.8 The creation of a Duplicated Reservation of Rights Letter in accordance with

paragraphs 10.6 or 10.7 shall not require the consent of any party or result in the

contravention of, liability arising out of or interference with any interest or right, and such

Duplicated Reservation of Rights Letter shall have effect notwithstanding any provision to

the contrary in any contract or arrangement with any Customer or any other person.

11 Terms of Business

11.1 This paragraph 11 applies to any Terms of Business that are in effect between a Customer

and a Transferor immediately prior to the Effective Time and which relate to any part of the

Transferring Business (the “Existing Terms of Business”).


11.2.1 each Existing Terms of Business shall (i) continue to exist between the relevant

Transferor and the Customer and (ii) not form part of the Transferring Business,

and shall continue to have effect as prior to the Effective Time; and

11.2.2 new terms of business, on the same terms and conditions and with the same rights

and obligations as the Existing Terms of Business, shall be deemed to exist

between the Transferee and the Customer (the “Duplicated Terms of Business”)

in respect of the relevant part of the Transferring Business, and shall have effect as

if it had always been applicable between the Customer and the Transferee.

11.3 The creation of the Duplicated Terms of Business in accordance with this paragraph 11

shall not require the consent of any person or result in the contravention of, liability arising

out of or interference with any interest or right, and such Duplicated Terms of Business

shall have effect notwithstanding any provision to the contrary in any contract or

arrangement with any Customer or any other person.

12 Consequences of the Scheme

12.1 Neither the transfers effected by this Scheme, the creation of the Duplicated Agreements,

nor this Scheme nor anything done or omitted to be done in connection therewith shall:

12.1.1 invalidate or discharge any contract, security or any other arrangements (legal or

otherwise); or

12.1.2 require further registration or amendment of existing registration in respect of any

security or other instrument registered in the United Kingdom; or

12.1.3 constitute a breach of, or default under, or require compliance with any contractual

notice or consent provision, or require any obligation to be performed sooner or

later than would have otherwise been the case under any contract or instrument to

which any Transferor or the Transferee is a party or is bound; or


provisions that require the Transferee to deliver all necessary “know your

customer” or other similar information required under all applicable laws and

regulations (and, if applicable, under the transaction parties’ internal policies); or

12.1.5 constitute a breach of, or default under, or require compliance with any provisions

which require a Transferor and/or the Transferee and/or any counterparty to

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execute any new or additional documents, record details in any register, accede to

any existing documents, provide any confirmations or undertakings to any person

and/or meet any other pre-conditions in respect of a transfer of the Transferring

Assets or Transferring Liabilities or in respect of any Duplicated Agreement; or

12.1.6 require the delivery by a Transferor or the Transferee of any legal opinion, tax

opinion, report, certificate, evidence, corporate authorisation document or other

document; or

12.1.7 (to the extent legally possible and within the jurisdiction of the Court) require the

compliance with any eligibility criteria or other condition, howsoever described or

defined, which would otherwise restrict the ability of the Transferee to acquire the

Transferring Assets and Transferring Liabilities, together with, to the extent

applicable, any Residual Assets and/or Residual Liabilities or to be or become a

party to the associated documentation, including, but without limitation, any

requirement to transfer an asset or liability which is an Excluded Asset or Excluded

Liability under the Scheme along with such Transferring Asset, Transferring

Liability, Residual Asset or Residual Liability (as the case may be), any requirement

as to a minimum credit rating of the Transferee or any requirement to obtain

confirmation from the relevant rating agency that the credit rating of any securities

or other financial instruments is not affected by the transfer; or

12.1.8 require the payment by a Transferor or the Transferee of any fees, costs and/or

expenses, of any Customer, or any other party to a Customer Agreement or a

Duplicated Agreement or any other agreement forming part of the Transferring

Business, or of any other person or party whatsoever, save only as provided in

paragraph 20; or

12.1.9 require the compliance by a Transferor or the Transferee with any contractual

restrictions on the transfer of confidential information (howsoever described or

defined) as between a Transferor and the Transferee (or vice versa); or


provision which has the effect of prohibiting a transfer of the Transferring Assets or

Transferring Liabilities to the Transferee; or

12.1.11 constitute a breach of any representation, obligation or duty, whether in contract,

tort, equity or otherwise; or

12.1.12 allow any party to a contract to terminate any contract, warranty, undertaking,

whether in an agreement to which any Transferor is a party or not or elsewhere

(including any insurance policies), when that party would not otherwise have been

able to terminate, or to treat any interest or right under that contract as terminated

or modified save to the extent expressly permitted pursuant to this Scheme; or

12.1.13 enable any party to a contract to which the Transferee or any Transferor is a party

to vary the terms of that contract when he would not otherwise have been able to

vary those terms or confer a right or benefit on him which he would not otherwise

have had; or

12.1.14 save as otherwise agreed herein, confer any greater or lesser rights or benefits or

cause the imposition of any greater or lesser obligation on any party to any

contract to which the Transferee or any Transferor is a party when those greater or

lesser rights, benefits or obligations would not otherwise have been imposed; or

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12.1.15 affect the enforceability, priority or ranking of any security; or

12.1.16 enable any person to bring a claim, whether in contract, tort, equity or otherwise; or

12.1.17 to the extent possible under the applicable Law and Regulation, enable an

insolvency practitioner (including, but not limited to, any liquidator, provisional

liquidator, administrator, administrative receiver or supervisor of a company

voluntary arrangement) (the “Insolvency Practitioner”) to treat the transfer

effected by this Scheme, the creation of the Security Trust or this Scheme (or the

decision to enter into the transfer effected by this Scheme or this Scheme) as:

(i) an entry into a transaction for the purposes of Sections 238(2) and 240(1)

of the Insolvency Act 1986;

(ii) a giving of a preference for the purposes of Sections 239(2) and 240(1) of

the Insolvency Act 1986;

(iii) an entry into a transaction for the purposes of Section 244(2) of the

Insolvency Act 1986;

(iv) the creation of a floating charge for the purposes of Section 245 of the

Insolvency Act 1986; or

(v) a similar triggering event for the purposes of any other period during which

an Insolvency Practitioner can challenge the transaction under any

administration, insolvency, company voluntary arrangement or similar

process,

provided that nothing in the Scheme shall operate to prevent a Customer from

exercising or enforcing any Preserved Rights or any other rights pursuant to the

terms of the Scheme.

12.2 Without prejudice to paragraph 12.1, to the extent that any consent or affirmation or

acknowledgement is required from any Customer in order to enable the operator of the

electronic platform operated under the trading name MarkitWire to reflect fully and action

on its electronic platform the transfer of the Transferring Business from the Transferors to

the Transferee pursuant to this Scheme, such consent or affirmation or acknowledgement

shall be deemed to have been given at the Effective Time by each such Customer.

13 Conduct of proceedings

13.1 On, and with effect from, each Relevant Date, unless otherwise agreed in writing between

the relevant Transferor and the Transferee and excluding any Proceedings relating to

Excluded Assets or Excluded Liabilities, any Proceedings issued, served, pending,

threatened or otherwise in connection with Transferring Assets or Transferring Liabilities in

respect of which any Transferor is plaintiff, claimant, pursuer, applicant, defendant,

defender, respondent or other party shall be continued by, against or with the Transferee

and the Transferee shall be entitled to all defences, claims, counterclaims, defences to

counterclaims or rights of set off.

13.2 Subject to the terms of this Scheme, any Proceedings issued or served which a Transferor

and the Transferee have agreed, pursuant to paragraph 13.1, are not to be continued by,

against or with the Transferee (including any Proceeding relating to Excluded Assets or

Excluded Liabilities) shall be continued by, against or with the Transferor and the

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Transferor shall remain entitled to all defences, claims, counterclaims, defences to

counterclaims or rights of set-off that were or would have been available to it in relation to

those Proceedings.

13.3 To the extent that any Proceedings are issued or served in connection with any Residual

Asset or Residual Liability, those Proceedings shall, until the applicable Subsequent

Transfer Date, be continued by or against the relevant Transferor in accordance with the

reasonable instructions of the Transferee, and the Transferee shall indemnify the

Transferor in relation to all reasonable costs and Liabilities incurred in connection with the

continuance of such Proceedings or in following the directions of the Transferee.

13.4 On, and with effect from, each Relevant Date, unless otherwise agreed in writing between

the relevant Transferor and the Transferee, any judgment, decree, settlement, order or

award obtained by or against any Transferor in respect of Transferring Assets or

Transferring Liabilities and not fully satisfied before the Relevant Date shall, to the extent

to which it was enforceable by or against the relevant Transferors immediately prior

thereto, become enforceable by or against the Transferee.

14 References

14.1 On, and with effect from, the Relevant Date, and subject to the terms of this Scheme, any

references (however worded and whether express or implied) in respect of the Transferring

Business or any part of it, or a Duplicated Agreement or any part of it, whether in an

agreement to which any Transferor is a party or not or elsewhere (including references in

insurance policies for any purpose and interests noted on such policies), to (unless (i) the

reference to the Transferor and/or the “Bank” (howsoever expressed) is in the context of

Excluded Assets or Excluded Liabilities, or (ii) the context otherwise requires, in which

case such reference shall continue to be made to the Transferor and/or the “Bank”

(howsoever expressed) and not to the Transferee):

14.1.1 any Transferor or “Bank”, shall be construed as, and take effect as, a reference to

the Transferee, other than as described in paragraph 14.1.2 below;

14.1.2 any Transferor or “Bank”, in the context of such Transferor or “Bank” being an

“Account Bank” or any Customer being required to maintain any account with any

Transferor or “Bank”, shall continue to be construed as, and take effect as, a

reference to such Transferor, notwithstanding paragraph 14.1.1 above;

14.1.3 either Transferor’s legal entity identifier (or “LEI”) shall be construed as, and take

effect as the Transferee’s legal entity identifier;

14.1.4 either Transferor’s company registration details and contact details shall be

construed, and take effect as, references to the Transferee’s company registration

details and contact details or such contact details as the Transferee shall direct;

14.1.5 a website of the Transferor shall be construed as, and take effect as, a reference to

the equivalent website of the Transferee, unless the context requires that a

reference also continues to be made to the Transferor’s website;

14.1.6 account details of the Transferor in respect of the Transferring Assets shall be

construed as a reference to such account details as the Transferee shall direct;

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14.1.7 account details of companies, a Customer or any other person to be maintained by

the Transferee shall be construed as a reference to such account details as the

Transferee shall direct;

14.1.8 any Transferor or “Bank” in a clause which prior to the Relevant Date provides any

Transferor with any right, power or discretion in respect of moneys held in a

Customer’s bank account with any Transferor shall be construed as, and take

effect as, a reference to the Transferee;

14.1.9 directors, officers, representatives or employees or to any director, officer,

representative or employee of any Transferor, shall be construed as and take effect

as a reference to the directors, officers, representatives or employees of the

Transferee or to such director, officer, representative or employee of the Transferee

as the Transferee may nominate for that purpose;

14.1.10 any rate, charge, tariff or scale of fees or terms or conditions published by any

Transferor from time to time, shall be construed as and take effect as a reference

to the corresponding rate, charge, tariff or scale of fees or to terms or conditions

published by the Transferee from time to time;

14.1.11 a rate, charge, tariff or scale of fees or to terms or conditions published,

determined, ascertained, varied or amended from time to time by any Transferor

shall afford to the Transferee the same right under such contract, other document

or instrument as the relevant Transferor had to publish, determine, ascertain, vary

or amend such rates, charges, tariffs, scales of fees, terms or conditions published,

determined, or ascertained;

14.1.12 the Transferor being “incorporated under the laws of Scotland” (howsoever

expressed) shall be construed as, and take effect as, a reference to the Transferee

being “incorporated under the laws of England and Wales”;

14.1.13 the Transferor acting as agent for another member or other members of the LBG

Group, in a Customer Agreement which forms part of a Transferring Trade Finance

Transaction, shall be construed as, and take effect as, a reference to the

Transferee acting as agent for such member or members of the LBG Group; and

14.1.14 any reference to the incorporation of terms of an Existing Agreement shall be

construed as, and take effect as, a reference to the relevant Duplicated Agreement.

14.2 Without prejudice to the generality of paragraph 14.1, on and with effect from a Relevant

Date:

14.2.1 any offer or invitation to treat relating to a Customer made to or by any Transferor

prior to the Relevant Date in respect of the Pipeline Business shall be construed

and have effect as an offer or invitation to treat made to or by the Transferee;

14.2.2 if a person executes an agreement, undertaking, mortgage instrument, Right in

Security or other document as a result of any offer or invitation to treat referred to

in paragraph 14.2.1 which would, when completed, on its face be an agreement

with or undertaking, mortgage instrument, Right in Security or document in favour

of any Transferor, such agreement, undertaking, mortgage instrument, Right in

Security or other document shall operate as if it were with or in favour of the

Transferee; and

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14.2.3 paragraph 14.1 shall apply in respect of any references to directors, officers,

representatives or employees or to any director, officer, representative or employee

of any Transferor in or relating to such offer, invitation to treat, agreement,

undertaking, mortgage instrument, Right in Security or other document and any

further document relating thereto (including in insurance policies).

14.3 Where the terms of any agreement forming part of the Transferring Business or a

Duplicated Agreement refer to:

14.3.1 any Transferor acting through “its office at 25 Gresham Street, London EC2V 7HN”

“its office at 10 Gresham Street, London EC2V 7HN” “its office at The Mound,

Edinburgh EH1 1YZ” or “its office at Two Brindleyplace, Birmingham B1 2AB (or

any reference to any Transferor acting through any other office in the United

Kingdom or through a previous office or make substantially similar provision), such

references shall, with effect from the Relevant Date, be replaced by references to

the Transferee acting through “its office at 25 Gresham Street, London EC2V 7HN”;

or

14.3.2 in respect of any U.S. dollar swingline facility where the principal facility will, from

the Relevant Date, be made available through the Transferee’s offices in the United

Kingdom, any Transferor acting through, or making available participation in the

U.S. dollar swingline facility through, “its office in New York” (or, in each case, make

substantially similar provision), such references shall, with effect from the Relevant

Date, be replaced by references to the Transferee acting through “its office at

Edinburgh, Scotland”; or

14.3.3 any Transferor acting through “its principal office at 25 Gresham Street, London

EC2V 7HN” “its principal office at 10 Gresham Street, London EC2V 7HN”, “its

principal office at The Mound, Edinburgh EH1 1YZ” or “its principal office at

Citymark, 150 Fountainbridge, Edinburgh EH3 9PE” (or any reference to any

Transferor acting through any other principal office in the United Kingdom or

through a previous principal office or make substantially similar provision) in its role

as Agent, such references shall, with effect from the Relevant Date, be replaced by

references to the Transferee acting through “its principal office at 25 Gresham

Street, London EC2V 7HN” in its role as Agent or the Relevant Substitute Agent (as

the case may be).

For the avoidance of doubt, this paragraph 14.3 shall not amend the address for notices

contained in, or specified for the purposes of, any agreement forming part of the

Transferring Business or any Duplicated Agreement.

14.4 Where the “Exposure” (as defined in the relevant ISDA Credit Support Annex) of the

Transferor to the Customer under an ISDA Credit Support Annex relating to a Transferring

Asset is reduced by an amount equal to (i) the “Available Property Value” at the relevant

time, (ii) “the aggregate Net Value of all Property Security” held by the relevant Transferor

at the relevant time, (iii) “Aggregate value of the Charged Properties” at the relevant time,

(iv) the “Aggregate Value of all Property Security” held by the relevant Transferor at the

relevant time or (v) any other amount which has the effect of reducing the “Exposure” of

the relevant Transferor to the Customer by the value of certain freehold (or full ownership)

or leasehold properties that have been charged, mortgaged or otherwise secured by the

Customer in favour of the relevant Transferor (whether or not the amount of outstanding

liabilities owed by the Customer to the relevant Transferor is taken into account) (the

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amount by which the Exposure is so reduced at any time being the “Deduction Amount”)

then for the purposes of such provision with effect from the Effective Time:

14.4.1 the defined term “Property Security” or any other such term describing certain

freehold or leasehold properties (or the value thereof) that have been charged,

mortgaged or otherwise secured by the Customer in favour of the relevant

Transferor (or charged, mortgaged or otherwise secured to a security trustee as

security for the liabilities owed to the relevant Transferor) as at the Effective Time

and as set out in the relevant ISDA Credit Support Annex shall be construed as,

and take effect as, a reference to each freehold or leasehold property charged,

mortgaged or otherwise secured either to (A) the Transferor as security for the

liabilities of the Customer to the Transferor and the Transferee or (B) the existing

security trustee or the Security Trustee appointed pursuant to paragraph 8, in

either case as security for the liabilities of the Customer to the Transferor and the

Transferee;

14.4.2 the defined terms “Financial Indebtedness”, “Indebtedness for Borrowed Money”,

“Variable Rate Indebtedness” or any other term describing the liabilities owed by

the Customer to the Transferor, or liabilities otherwise secured by the “Property

Security”, immediately prior to the Effective Time and referred to in the relevant

ISDA Credit Support Annex (excluding any liabilities under the relevant ISDA

Master Agreement), shall be construed so as to include the liabilities of the relevant

nature owed by the Customer to the Transferee;

14.4.3 where Property Security (or any other such term describing certain freehold (or full

ownership) or leasehold properties (or the value thereof) that have been charged,

mortgaged or otherwise secured by the Customer in favour of the relevant

Transferor (or charged, mortgaged or otherwise secured to a security trustee as

security for the liabilities owed to the relevant Transferor) and (having given effect

to paragraph (i) above) the Transferee secures liabilities of the Customer to both

(A) the relevant Transferor under the Existing Master Agreement of which the

Existing CSA forms a part and (B) the Transferee under the Duplicated Master

Agreement of which the Duplicated CSA forms a part, then:

(i) the Exposure under the Existing CSA shall not be reduced by the

Deduction Amount but shall instead be reduced by the pro rata amount of

the Deduction Amount calculated with respect to the relevant Valuation

Date; and

(ii) the Exposure under the Duplicated CSA shall not be reduced by the

Deduction Amount but shall instead be reduced by the pro rata amount of

the Deduction Amount calculated with respect to the relevant Valuation

Date,

for which purposes, such pro rata amount shall be calculated by determining the

proportion (expressed as a decimalised percentage) that, on the relevant Valuation

Date (x) the Exposure (with respect to the relevant Transferor or the Transferee, as

the case may be) under the Existing CSA (in the case of the Existing CSA) or the

Duplicated CSA (in the case of the Duplicated CSA) bears to (y) the aggregate of

the Exposures (with respect to the relevant Transferor and the Transferee) across

both the Existing CSA and the Duplicated CSA (in each case calculating Exposure

prior to the application of the Deduction Amount), provided that for such purposes

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the Exposure (with respect to the relevant Transferor) under the Existing CSA and

the Exposure (with respect to the Transferee) under the Duplicated CSA in each

case shall be subject to a minimum of zero; and

14.4.4 any provision in the Existing CSA and the Duplicated CSA providing that if the

“Available Property Value”, “the aggregate Net Value of all Property Security”, “the

Net Value of the Property Security”, the “Aggregate value of the Charged

Properties” or the “Aggregate Value of all Property Security” (as the case may be)

exceeds the Exposure of the relevant Transferor or the Transferee (as the case

may be) at such time (excluding the Deduction Amount or relevant part thereof) (if

applicable plus a fixed amount) then the Transferor or the Transferee shall cause

Property Security having a Net Value as close as possible but not exceeding the

amount of such excess to be released (or reallocated or redesignated), shall be

read and construed so that any references to “Exposure” shall be construed as,

and take effect as, references to the aggregate of the “Exposure” across both the

Existing CSA and the Duplicated CSA, provided that for such purposes the

Exposure (with respect to the relevant Transferor) under the Existing CSA and the

Exposure (with respect to the Transferee) under the Duplicated CSA in each case

shall be subject to a minimum of zero.

14.5 Without prejudice to the terms of paragraphs 14.1 to14.4, the Transferee shall be for all

relevant purposes substituted for any Transferor in interpreting the terms of any agreement

forming part of the Transferring Business or the terms of any Duplicated Agreement,

except where the context requires otherwise.

15 Confidentiality, Data Protection and Access to Records

15.1 On and with effect from each Relevant Date, any provision in a Customer Agreement, a

Transferring Guarantee/Security and/or a Duplicated Agreement that has the effect of

prohibiting information in relation to any such agreements or a Customer to be shared

between the relevant Transferor and the Transferee (and their professional advisers,

regulators or other third party) (and for the avoidance of doubt, including if such prohibition

operates only if the consent of the relevant Customer is not obtained) shall be deemed to

not apply insofar as such disclosure is intended to give effect to the purposes of the

Scheme. The Transferee shall be deemed to have executed any documents, provided any

confirmations or undertakings and met any pre-conditions required by any such

confidentiality provisions.

15.2 On and with effect from each Relevant Date, and subject to paragraphs 15.3 to 15.6 below,

the Transferee shall owe to any person the same duties of confidentiality and privacy as

those which the relevant Transferor owed immediately prior to such Relevant Date in

respect of the Business Assets and the Assumed Liabilities transferred on that Relevant

Date and any Duplicated Agreement.

15.3 With effect from each Relevant Date:

15.3.1 the Transferee shall enjoy all rights of any Transferor in respect of any Transferring

Personal Data;

15.3.2 the Transferee shall become a Data Controller of any Transferring Personal Data;

15.3.3 the Transferee shall be under the same duty by virtue of any Law and Regulation

as any Transferor was under to respect the confidentiality and privacy of any

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person in relation to any Transferring Personal Data and, subject to paragraph 16

below, shall be bound by any specific notice or consent given, or request made, by

a Data Subject which was binding on any Transferor; and

15.3.4 in any consent given by a Data Subject in respect of such Data referred to in

paragraphs 15.3.1 and 15.3.2, any reference to any Transferor shall be deemed to

include a reference to the Transferee.

15.4 Subject to the same being treated as confidential information and being kept confidential

by the persons provided access under this paragraph 15.4, from the Relevant Date the

Transferee shall allow the relevant Transferor and any persons authorised by the relevant

Transferor to have access to any information which is required or reasonably requested by

the relevant Transferor in connection with the administration, management and

enforcement of any Excluded Asset, Excluded Liability or Existing Master Agreement.

15.5 Subject to the same being treated as confidential information and being kept confidential

by the persons provided access under this paragraph 15.5, from the Relevant Date the

relevant Transferor shall allow the Transferee and any persons authorised by the

Transferee to have access to any information which is required or reasonably requested by

the Transferee in connection with administration, management and enforcement of any

Transferring Assets, Transferring Liability or Duplicated Agreement.

15.6 Where, in relation to the Transferring Business or a Duplicated Agreement, a Transferor

has the right to share information within the LBG Group or a part of it the Transferee shall,

with effect from the Relevant Date, be so entitled to share information with the LBG Group

or the same part of it. Where the relevant Transferor has no such right to share information

within the LBG Group, then notwithstanding any provision to the contrary in any contract or

arrangement with any Customer or other person, the Transferee and the relevant

Transferor may, after the Relevant Date, share amongst each other any such information

over which they owe such a duty of confidentiality and privacy (provided that such

information shall be shared solely for regulatory, accounting and reporting purposes or,

where necessary, for the purpose of the Transferors providing services to the Transferee

and the Transferee receiving those services from the Transferors).

16 Marketing Preferences

16.1 Where, prior to the Relevant Date, a Customer has provided Marketing Preferences to any

Transferor, the prevailing Marketing Preference provided by the Customer to the relevant

Transferor for any given product to be offered by the Transferee after the Relevant Date

shall be deemed to apply to both the Transferor and the Transferee on and with effect from

the Relevant Date.

16.2 On, and with effect from, the Relevant Date, both the relevant Transferors and the

Transferee shall have the benefit of the Marketing Preferences deemed to apply in

accordance with paragraph 16.1 above, on the same terms as those Transferors had prior

to the Scheme.

17 Subject Access Requests

Where a Customer has made a Subject Access Request to any Transferor before the

Relevant Date and the relevant Transferor has not responded with a copy of the

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Transferring Personal Data held by it in accordance with the Data Protection Legislation

before the Relevant Date, the Transferee may (as agreed with the relevant Transferor)

respond to the request, in accordance with the Data Protection Legislation, by providing

copies of Transferring Personal Data held by the relevant Transferor immediately before

the Relevant Date.

18 Evidence: books and documents

18.1 All books and other documents which would, before the Relevant Date, have been

evidence in respect of any matter for or against any Transferor at the Relevant Date and

which relate to the Transferring Business or a Duplicated Agreement, shall be admissible

in evidence in respect of the same matter for or against the Transferee after the Relevant

Date.

18.2 On and with effect from the Relevant Date, the Bankers’ Books Evidence Act 1879 shall

apply to any books of any Transferor transferred to, and vested in, the Transferee by virtue

of this Scheme, and to entries made in those books before the Relevant Date, as if such

books were the books of the Transferee.

18.3 For the purposes of Section 4 of the Bankers’ Books Evidence Act 1879, books so

transferred to, and vested in the Transferee shall be deemed to have been the ordinary

books of the Transferee at the time of the making of any entry therein which purports to

have been made before the Relevant Date, and any such entry shall be deemed to have

been made in the usual and ordinary course of business.

18.4 In this paragraph 18 “books” shall be construed in accordance with Section 9(2) of the

Bankers’ Books Evidence Act 1879 and “documents” has the same meaning as in Section

13 of the Civil Evidence Act 1995.

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PART D – UNDERTAKINGS BY THE PARTIES AND FURTHER AMENDMENTS

TO TERMS AND CONDITIONS

19 Recovery Limits under Omnibus Guarantee and Set-off Agreements

19.1 The obligations on the relevant Transferors and the Transferee in this paragraph 19 seek

to ensure that such parties will not exercise, to the detriment of the relevant Customer and

related guarantors, certain additional rights that might otherwise have been available to

them as a result of the Duplication of certain Existing Omnibus Guarantee and Set-off

Agreements.

19.2 If an Existing Omnibus Guarantee and Set-Off Agreement contains a provision limiting the

maximum aggregate amount recoverable from the relevant Customer and the entities

acting as guarantors to a fixed monetary amount (such amount, together with interest,

costs and expenses, the “Recovery Limit”) then, on and with effect from the Relevant

Date, the relevant Transferor and the Transferee undertake not to exercise and enforce

their rights under the relevant Existing Omnibus Guarantee and Set-Off Agreement and the

Duplicated Omnibus Guarantee and Set-Off Agreement (together, the “Linked OGSAs”) to

the extent that this would cause the aggregate amount recovered under both the Linked

OGSAs to exceed the Recovery Limit.

19.3 The obligations in this paragraph 19 shall no longer apply to any particular Linked OGSAs

to the extent that the relevant Customer has indicated (whether in writing or otherwise) that

they consider any of the Transferors or the Transferee to benefit from the Recovery Limit

for each individual Linked OGSA (or any alternative recovery limit or limits the parties may

agree).

20 Fees

20.1 The relevant Transferor (being the Transferor with which the Customer referred to in this

paragraph 20 has the relevant contractual relationship in respect of which the Reimbursed

Amounts have arisen) undertakes, for the period of up to 7 months following the Relevant

Date, to pay to each Customer an amount in pounds sterling equal to the sum of the

Reimbursed Amounts owed to that Customer, within 30 days from the date of the receipt

by the relevant Transferor of the evidence referred to in paragraph (iii) of the definition of

Reimbursed Amounts, such evidence being to the reasonable satisfaction of the relevant

Transferor, provided that, in relation to paragraph (e) of the definition of Reimbursed

Amounts, nothing in this paragraph should be construed as imposing any additional

conditions or limitations that would limit the rights of any Customers to recover fees under

the relevant contract relating to such reimbursement obligations to a greater extent than

that contract currently provides.

20.2 As described in paragraphs 5.9.1 and 12.1.8, save as described above neither the relevant

Transferor or any other member of the LBG Group agrees to pay any Excluded Amounts or

other fees, costs and/or expenses of any Customer, or any other party to a Customer

Agreement or a Duplicated Agreement or any other agreement forming part of the

Transferring Business, or of any other person or party whatsoever.

20.3 Capitalised terms used in this paragraph 20 shall have the following meanings:

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“Applicable Law” means all applicable laws, rules, regulations, directives and statutes,

any binding guidance or policies of any Governmental Authority or any judgment or judicial

practice of any court applicable to a Customer or the Transferring Business;

“Excluded Amounts” means all out-of-pocket costs (including costs owed or relating to

external legal advisers, accountants or any other professional advisers or consultants),

internal costs (including labour costs, overhead costs, materials costs and recharged

costs), liabilities, fees, disbursements or any other amounts incurred, paid or payable by or

on behalf of a Customer, whether direct or indirect or actual or contingent, howsoever

arising, whether in connection with the Scheme or the transferring of the Transferring

Business pursuant to the Scheme or otherwise, to the extent that such costs do not

comprise, and have not been expressly identified as, Reimbursed Amounts pursuant to this

Scheme;

“Governmental Authority” means any multinational, national, federal, state, provincial or

local governmental or regulatory or supervisory authority or entity or body or any

subdivision thereof; and

“Reimbursed Amounts” means:

(a) fees or disbursement paid by or on behalf of Customers to third party security

agents or third party facility agents, or payable directly to such agents as Customer,

pursuant to a Transferring Loan Facility as a direct result of the identity of the

lending counterparty being changed from the Transferor to the Transferee pursuant

to the Scheme;

(b) fees paid by or on behalf of Customers to third parties for or in connection with the

transfer of any Transferring Guarantee/Security pursuant to the Scheme, including

any fees paid by or on behalf of Customers to third parties for or in connection with

the registration of any such transfer of any Transferring Guarantee/Security;

(c) any other fees, to the extent not covered in (b) above, paid by or on behalf of

Customers to third parties for or in connection with the registration by or on behalf

of the Customer of the transfer of any part of the Transferring Business;

(d) any fees paid by or on behalf of Customers to third parties to re-book Transferring

Derivative Transactions and/or Transferring Derivative Transaction Confirmations to

the extent that such re-booking is required as a direct result of the Scheme and

such fees are itemized and specific to only that part of the Customer’s business

that is Transferring Business pursuant to the Scheme, and excluding for the

avoidance of doubt all or any part of any regular, periodic or blended fees that may

be payable by the Customer in the ordinary course of business in connection with

the Transferring Business; and

(e) any other fees, to the extent not covered in (a) - (d) above, paid by or on behalf of

Customers to third parties in relation to which either Transferor is expressly

required to reimburse the Customer pursuant to existing binding contractual

obligations (provided that any conditions set out in the relevant contract relating to

such reimbursement obligations have been met by or on behalf of the Customers,

and subject to any limitations specified in the relevant contract on the relevant

Transferor’s obligations),

but in each case set out in paragraphs (a) to (d) above, only to the extent that:

(i) Customers are required to pay such fees or disbursements, whether pursuant to

existing binding contractual obligations or pursuant to Applicable Law;

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(ii) such fees and disbursements have been reasonably and properly incurred and

paid by or on behalf of Customers as a direct result of the transfer of the

Transferring Business from the Transferors to the Transferee pursuant to this

Scheme; and

(iii) such fees and disbursements are properly evidenced by Customers, to the

reasonable satisfaction of the relevant Transferor, as having been incurred as a

direct result of the transfer of the Transferring Business from the Transferors to the

Transferee pursuant to this Scheme, and such evidence is delivered in full by the

relevant Customer to the relevant Transferor within the period that is 7 months from

the Relevant Date.

21 Know your customer information

21.1 The Transferee undertakes to provide, upon reasonable request, any KYC Information

requested by a Requesting Party to that Requesting Party for the period up to 6 months

following the Effective Date.

21.2 Capitalised terms used in this paragraph 21 shall have the following meanings:

“KYC Information” means any information or documentation that is reasonably requested

by a Requesting Party and necessary to enable the relevant Requesting Party to complete

any applicable “know your customer” checks (including anti-money laundering checks), as

required immediately prior to the Effective Date pursuant to the standard policies or

procedures of the Requesting Party (or otherwise mandatory under any applicable laws or

regulations).

“Requesting Party” means any Customer, agent or other third party that is, immediately

prior to the Effective Date, that is legally or contractually required to complete “know your

customer” checks (or entitled to demand the receipt of information to enable it to conduct

such “know your customer” checks) in relation to the transfer of the Transferring Business.

22 Exclusion of recalculation of principal amount

22.1 In relation to any RPI Loan Facility forming part of the Transferring Business, the

Transferee undertakes not to exercise its rights under any provision which would result in

an increased principal amount being owed by the Customer to the Transferee as a

consequence of the transfer pursuant to this Scheme, such that the Customer shall owe

the same principal amount to the Transferee as it owed to the relevant Transferor

immediately prior to the Relevant Date.

22.2 The undertaking in paragraph 22.1 shall be without prejudice to any future recalculations of

principal amount that may occur in accordance with the terms of any RPI Loan Facility

following the transfer pursuant to this Scheme.

23 Additional agency fees

The relevant Transferor (being the Transferor with which the Customer referred to in this

paragraph 23 has the relevant contractual relationship in respect of which such fee has

arisen) and the Transferee undertake to each Customer that it will not seek to recover:

23.1 any agency or security agency fees (however so defined) payable by the Customer to that

Transferor under the Customer Agreements to the extent that such fees exceed the

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amount that would have been payable had there not been the shared security

arrangements described in paragraph 8 above; and

23.2 under any indemnity in any Customer Agreement the amount of any agency or security

agency fees (however so defined) payable by that Transferor or the Transferee to the

Security Trustee in respect of the shared security arrangements described in paragraph 8

above.

24 Account Bank

On and from the Relevant Date and subject to contractual provisions to the contrary in the

Customer Agreements, where a Customer has granted to the Transferee a right, power or

discretion in respect of moneys held in a Customer’s bank account and a Transferor is the

“Account Bank” (however so defined) in respect of such bank account, the relevant

Transferor agrees:

24.1 to act solely on the directions of the Transferee in respect of such right, power or

discretion; and

24.2 where such bank account is a “blocked” account (however so defined), not to act on

Customer instructions to “unblock” such account without the prior written consent of the

Transferee.

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PART E – WRONG POCKETS

25 Wrong Pockets

25.1 Subject to paragraph 25.2, if at any point after the Effective Time and before 23:59:59 on

31 December 2018, any trade, transaction or contract (not forming part of the Transferring

Business) entered into by either Transferor results, or may result, in a Transferor being

required to engage in an Excluded Activity or a Prohibited Activity (regardless of when such

trade, transaction or contract was entered into) (the “Wrong Pockets Transaction”), the

following shall apply (to the extent the relevant Transferor and the Transferee agree):

25.1.1 such Wrong Pockets Transaction shall transfer from the relevant Transferor to the

Transferee on the Transfer Notice Date;

25.1.2 any asset or liability which would have formed part of the Transferring Business

had the Wrong Pockets Transaction formed part of the Transferring Business shall

transfer from the relevant Transferor to the Transferee on the Transfer Notice Date;

25.1.3 any agreement which would have been designated an Existing Master Agreement,

Existing CDEA, Existing Master Give-Up Agreement, Existing Ancillary Document,

Existing Early Termination Notice, Existing Omnibus Guarantee and Set-off

Agreement, Existing Reservation of Rights Letter or an Existing Terms of Business

had the Wrong Pockets Transaction formed part of the Transferring Business but

which was not designated as such shall be deemed to be an Existing Master

Agreement, Existing CDEA, Existing Master Give-Up Agreement, Existing Ancillary

Document, Existing Early Termination Notice, Existing Omnibus Guarantee and

Set-off Agreement, Existing Reservation of Rights Letter or an Existing Terms of

Business (as appropriate) for the purposes of the Scheme, except that (as the

context requires) any reference to the ‘Effective Date’ or ‘Relevant Date’ shall be

deemed to be a reference to the Transfer Notice Date;

25.1.4 any asset or agreement which would have been designated as Shared

Guarantee/Security had the Wrong Pockets Transaction formed part of the

Transferring Business but which was not designated as such, shall be deemed to

be Shared Guarantee/Security for the purposes of the Scheme, except that (as the

context requires) any reference to the ‘Effective Date’ or ‘Relevant Date’ shall be

deemed to be a reference to the Transfer Notice Date;

25.1.5 such Wrong Pockets Transaction shall otherwise be treated as though it had been

originally designated as part of the Transferring Business save that the transfer of

any interest in such Wrong Pockets Transaction shall take place on the Transfer

Notice Date (instead of on the Relevant Date), and all provisions of this Scheme

applying to the transfer of the Transferring Business or any part thereof from the

relevant Transferor to the Transferee shall apply, mutatis mutandis, to the transfer

of the Wrong Pockets Transaction; and

25.1.6 the relevant Transferor and the Transferee shall take all such steps as are

reasonably necessary to give effect to the provisions of this paragraph 25.1.

25.2 Paragraph 25.1 shall not have effect in respect of a particular Wrong Pockets Transaction

unless and until the relevant Transferor has given written notice to the relevant customer(s)

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affected, informing them of the transfer of that Wrong Pockets Transaction to the

Transferee.

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PART F – MISCELLANEOUS PROVISIONS

26 Effective Date

This Scheme shall become effective in respect of the Transferring Business and the

Duplicated Agreements at the Effective Time.

27 Modification

27.1 The Transferors and the Transferee may consent jointly for and on behalf of themselves

and all other persons concerned to make any modification of or addition to this Scheme

which, prior to its sanction of this Scheme, the Court may approve or impose.

27.2 At any time after sanction of this Scheme, the Transferors and the Transferee shall, jointly,

be at liberty to apply to the Court for consent to amend its terms, provided that, in any such

case, the PRA and FCA shall be notified of, and have the right to be heard at, any hearing

of the Court at which such application is considered. If such consent is granted, the

Transferors and the Transferee may amend the terms of this Scheme in accordance with

such consent. For the avoidance of doubt, the operation of paragraph 25 shall not

constitute an amendment to this Scheme for the purposes of this paragraph 27.2.

28 Governing law

This Scheme shall be governed by and construed in accordance with English law.

29 Evidence of transfer

The production of a copy of the Order duly certified by the Court with any modifications

made under paragraph 27, for all purposes shall be evidence of the transfer to, and vesting

in, the Transferee of the Transferring Assets, the Transferring Liabilities, the Residual

Assets and the Residual Liabilities, and the duplication of the Duplicated Agreements, in

accordance with the Order and the provisions of this Scheme.

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Schedule 1:

Definitions and Interpretation

1 In this Scheme, the following defined terms have the meanings set out opposite them:

“Act” the Financial Services and Markets Act 2000;

“Additional Disruption

Event/Extraordinary

Event”

in respect of a Transferring Asset or Transferring Liability, any of the

following events: Change in Law, Transaction Illegality, Increased

Performance Cost due to Change in Law, Increased Cost of

Hedging, Fund Hedging Disruption, Hedging Disruption, Hedging

Party Hedging Disruption, Increased Cost of Stock Borrow,

Increased Cost of Securities Borrow, Loss of Stock Borrow, Loss of

Securities Borrow, Loss of Synthetic Securities Borrow, Increased

Capital Charge Event, Inability to Borrow, Increased Collateral

Percentage Event and Increased Long Divergence Event (each as

defined in the terms and conditions of the relevant Transferring Asset

or Transferring Liability, as the case may be), or any similar or

analogous events;

“Agent” a facility agent, a security agent, and a calculation agent;

“Assumed Liabilities” all Liabilities of the Transferors arising out of, or relating to, the

Customer Agreements, and/or Transferring Guarantee/Security,

and/or the Duplicated Agreements on or after the Relevant Date,

including:

(a) all Liabilities outstanding, falling to be complied with or

accruing on or after the Relevant Date for such Customer

Agreements and/or Transferring Guarantee/Security and/or

Duplicated Agreements on or after the Relevant Date;

(b) all Liabilities arising as a result of any breaches of Customer

Agreements and/or Transferring Guarantee/Security and/or

Duplicated Agreements solely to the extent that such breach

occurs on or after the Relevant Date;

(c) any obligations (including guarantees) owed by the

Transferors to any third parties arising under or in connection

with Customer Agreements and/or Transferring

Guarantee/Security; and

(d) for the avoidance of doubt, any obligations (including

guarantees) owed by the Transferee to any third parties

arising under or in connection with Duplicated Agreements;

but, in the case of Transferring Guarantee/Security, subject to the

provisions of paragraph 8,

and excluding the Excluded Liabilities;

“Business Assets” (a) the rights and benefits (subject to the Assumed Liabilities) of

the Transferors arising under the Customer Agreements with

rights and benefits outstanding at a Relevant Date;

(b) the rights and benefits (subject to the Assumed Liabilities) of

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the Transferors arising under any Transferring

Guarantee/Security;

(c) the benefit of the Claims (as far as the same can be lawfully

assigned or transferred to the Transferee) outstanding as at

a Relevant Date;

(d) the rights, title and interest in the Business Data;

(e) the rights and benefits of the Transferors in relation to

Pipeline Business;

(f) the Business Receivables; and

(g) any other rights properly and solely attributable to the

Transferring Business,

but excluding:

A. the benefit of any Claims that relate to Proceedings that the

relevant Transferor and Transferee have agreed in writing

pursuant to paragraphs 13.1 and 13.2 are to continue to be

continued by, against or with the Transferor; and

B. any rights and benefits of the Transferors relating to that

Transferor being an “Account Bank” under any of the

Customer Agreements.

“Business Data” all Data which is separable and discrete and that is attributable

exclusively to any part of the Transferring Business but excluding

Data which either of the Transferors is prevented from transferring or

is required to retain by Law and Regulations;

“Business Receivables” all book and other debts or sums receivable by, payable to or owed

to the Transferors to the extent that such debts and sums arise in the

course of the Transferring Business and are outstanding at a

Relevant Date, 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 Transferors by any relevant tax authority in respect of Taxation

relating to the Transferring Business attributable to periods ended on

or before, or an event occurring (or deemed to occur) on or before,

the Relevant Date (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);

“CCP” a central clearing counterparty, as defined in article 4(1)(34) of the

CRR;

“CD Cut-off Date” 16 March 2018;

“Claims” all rights and claims of the Transferors (whether actual or contingent)

under any warranties, undertakings, covenants, conditions,

guarantees or indemnities, whether express or implied and arising

under any contract, undertaking or agreement to which the

Transferors are a party, to the extent that such rights or claims relate

to the Transferring Business or Business Assets (excluding rights or

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claims under any policies of insurance and any claims against any

relevant tax authority in respect of Taxation);

“Court” the High Court of Justice in England and Wales;

“CRE-PG Customer” a customer that is a commercial real estate company or undertaking

and allocated by the LBG Group (as at the Effective Date) to the

“Private Group” sub-category of the ‘Global Corporates’ business

area of the LBG Group, other than Split Portfolio Customers;

“CRR” Regulation (EU) No 575/2013 on prudential requirements for credit

institutions and investment firms and amending Regulation (EU) No

648/2012;

“Customer” (a) a customer or counterparty of either or both of the

Transferors who is a party to a trade, transaction or contract

that forms part of the Transferring Business, or who has

entered into an Existing Agreement (as the context requires),

but in all cases, not including any CCP; or

(b) in the context of Trade Finance Transactions only, a

beneficiary of a trade, transaction or contract that forms part

of the Transferring Business;

“Customer Agreements” those contracts, engagements, undertakings, arrangements

(including letters of knowledge and comfort), Mandates and

agreements entered into (or purported to be entered into) or orders

made by the Transferors with any Customer which are attributable to

the Transferring Business and are or were entered into (or purported

to be entered into) exclusively in the course of the Transferring

Business, including (without limitation) the Transferring Derivative

Transactions, the Transferring Derivative Transaction Confirmations,

the Transferring Loan Facilities and the Transferring Trade Finance

Transactions,

but excluding:

(a) Transferring Guarantee/Security;

(b) Shared Guarantee/Security;

(c) Non-Transferring Guarantee/Security; and

(d) Existing Agreements.

For the avoidance of doubt, Duplicated Agreements are not included

in this definition;

“Data” data or information, whether in electronic or hard copy form;

“Data Controller” has the meaning given to that term in the Data Protection

Legislation;

“Data Protection

Consent”

consent given by a Data Subject for the purpose of compliance with

the Data Protection Legislation;

“Data Protection

Legislation”

means the following legislation to the extent applicable from time to

time: (a) the Data Protection Act 1998; (b) the General Data

Protection Regulation (2016/679); and / or (c) any national law in the

UK implementing the General Data Protection Regulation

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(2016/679);

“Data Subject” has the meaning given to that term in the Data Protection

Legislation;

“Deduction Amount” in respect of an “Exposure” (as defined in the relevant ISDA Credit

Support Annex) of the Transferor to a Customer under an ISDA

Credit Support Annex relating to a Transferring Asset, the amount by

which the Exposure is reduced equal to (i) the “Available Property

Value” at the relevant time, (ii) “the aggregate Net Value of all

Property Security” held by the relevant Transferor at the relevant

time, (iii) “Aggregate value of the Charged Properties” at the relevant

time, (iv) the “Aggregate Value of all Property Security” held by the

relevant Transferor at the relevant time or (v) any other amount

which has the effect of reducing the “Exposure” of the relevant

Transferor to the Customer by the value of certain freehold (or full

ownership) or leasehold properties that have been charged,

mortgaged or otherwise secured by the Customer in favour of the

relevant Transferor (whether or not the amount of outstanding

liabilities owed by the Customer to the relevant Transferor is taken

into account);

“Designation Notice” in respect of any Master Give-Up Agreement, a designation notice in

the form, or substantially in the form, of the designation notice set out

in the relevant Master Give-Up Agreement or otherwise effective for

the purposes of such Master Give-Up Agreement;

“Derivative Transactions” all over-the-counter derivative transactions, whether settled

physically or in cash, including (without limitation):

(a) rate swap transactions, swap options, basis swaps, forward

rate transactions, commodity swaps, commodity options,

equity or equity index swaps, equity or equity index options,

bond or bond index options, interest rate options, foreign

exchange transactions, cap transactions, floor transactions,

collar transactions, currency swap transactions, cross-

currency rate swap transactions, currency options, credit

protection transactions, credit swaps, credit default swaps,

credit default options, total return swaps, credit spread

transactions, weather index transactions;

(b) any other types of forwards, options, contracts for

differences, swaps or other derivatives on one or more rates,

currencies, commodities, equity securities or other equity

instruments, debt securities or other debt instruments,

climatic variables, weather variables, freight rates, emission

allowances, inflation rates, economic indices or measures of

economic risk or value, financial indices, financial measures

or other benchmarks or variables against which payments or

deliveries are to be made; and

(c) any combination of these transactions;

“Duplicated Agreements” Duplicated Master Agreements, Duplicated CDEA, Duplicated

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Master Give-Up Agreements, Duplicated Ancillary Documents,

Duplicated Omnibus Guarantee and Set-off Agreements, Duplicated

Reservation of Rights Letters, Duplicated Early Termination Notices

and Duplicated Terms of Business;

“Duplicated Ancillary

Documents”

has the meaning given to it in paragraph 9.2.4;

“Duplicated CDEA” has the meaning given to it in paragraph 9.2.2;

“Duplicated CSA” has the meaning given to it in paragraph 9.5.1;

“Duplicated Master

Agreement”


“Duplicated Master Give-

Up Agreement”


“Duplicated Omnibus

Guarantee and Set-off

Agreement”


“Duplicated Reservation

of Rights Letter”


“Duplicated Terms of

Business”


“EAPO” the Financial Services and Markets Act 2000 (Excluded Activities and

Prohibitions) Order 2014 as amended by the Financial Services and

Markets Act 2000 (Ring-fenced Bodies, Core Activities, Excluded

Activities and Prohibitions) (Amendment) Order 2016;

“EAPO Relevant

Financial Institution”

has the meaning given to “relevant financial institutions” in article 2 of

the EAPO;

“Effective Date” (a) 28 May 2018; or

(b) such date (or, in respect of different parts of the Transferring

Business, dates) which fall within the period beginning on the

date of the Order in respect of this Scheme and ending on

(and including) 30 June 2018, as is agreed between the

Transferee and the Transferors; or

(c) such other date (or, in respect of different parts of the

Transferring Business, dates) as the Transferors and the

Transferee, acting together, shall determine, and as the

Court may allow;

“Effective Time” 00.01 on the Effective Date or such other time on the Effective Date

as the Transferors and the Transferee, acting together, shall

determine;

“Encumbrance” (a) all agreements, deeds, standard securities, letters of credit,

performance bonds and other documents or instruments

pursuant to which a third party is entitled to the benefit of any

guarantee, indemnity, undertaking, life assurance policy

assignment, pledge, lien, mortgage, charge or security

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interest guaranteeing and/or securing any liability resulting

from or in connection with any of the Customer Agreements,

or the Existing Agreements and any subordination document

granted in connection with any of the Customer Agreements,

or the Existing Agreements; and

(b) any other claim, charge, mortgage, life insurance policy

assignment, option, equitable right, guarantee, indemnity,

undertaking, power of sale, pledge, lien, hypothecation,

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, excluding repairer’s or similar liens or supplier’s

retentions of title,

to which one or both Transferors is subject;

“Excluded Activity” any activity designated (or which, once EAPO comes into force, will

be designated) as an excluded activity in EAPO, subject to the

exceptions to that designation set out in EAPO;

“Excluded Ancillary

Documents”

any document establishing a committed facility relating to a Global

Master Repurchase Agreement or Global Master Securities Lending

Agreement;

“Excluded Assets” any property or assets (actual or contingent, present or future) of a

Transferor other than the Business Assets;

“Excluded Large

Exposure Transactions”

Derivative Transactions, RFI Loan Facilities, RPI Loan Facilities or

Trade Finance Transactions with a Customer that is identified

(potentially alongside other Customers) by a client ‘Group’

identification number (generated by the LBG Group’s operational

customer information systems) which is listed in Part D of Schedule

2, to the extent that such trades, transactions or contracts have been

formally decided, pursuant to a delegated authority of the board of

each relevant Transferor as not forming part of the Transferring

Business in order to avoid a breach by the Transferee of its large

exposures limits (including, but not limited to, those imposed by

article 395 of the CRR);

“Excluded Liabilities” (a) any Liabilities of the Transferors to the extent relating to, or

arising out of, that part of the business of the Transferors that

is not transferring pursuant to this Scheme, including any

Existing Agreement;

(b) any Liabilities arising out of or otherwise relating to the

origination of any of the Business Assets, including (but not

limited to) the decision to enter into the Customer

Agreements and/or Transferring Guarantee/Security, the

negotiation and agreement of the terms thereof, or the sales

process for such Customer Agreements, in each case to the

extent that the circumstances, acts or omissions giving rise to

such Liabilities arose or took place prior to the Relevant

Date;

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(c) any Liabilities arising out of breaches by the Transferors of

the Customer Agreements and/or Transferring

Guarantee/Security or arising out of or resulting from the

administration, management, operation, servicing

enforcement or collection activities in relation to the

Customer Agreements or Transferring Guarantee/Security, in

each case to the extent that the circumstances, acts or

omissions giving rise to such Liabilities arose or took place

prior to the Relevant Date; and

(d) such other Liabilities that the Transferee and the Transferors

agree in writing are to be Excluded Liabilities for the

purposes of this Scheme;

“Excluded RFI Loan

Facilities”

(a) written contracts pursuant to which the relevant Transferor,

together with at least one other lender, provides debt finance

on a syndicated lending basis to an EAPO Relevant

Financial Institution, where that Transferor is also the security

agent or trustee for itself and each other secured party

(including each other lender) in respect of that debt finance,

and any part of the arrangements entered into to guarantee

or secure any liability resulting from or in connection with that

written contract is governed by the laws of a jurisdiction that

does not recognise the Scheme as effective to transfer such

arrangements to the Transferee; and

(b) written contracts pursuant to which the relevant Transferor

provides debt finance in connection with credit card accounts

or charge card accounts to EAPO Relevant Financial

Institutions;

“Excluded Own Hedging

Transactions”

Derivative Transactions with a Customer identified by a client


customer information systems) which is listed in Part C of Schedule

2, to the extent that such Derivative Transactions have been formally

decided, pursuant to a delegated authority of the board of each

relevant Transferor as not forming part of the Transferring Business;

“Existing Agreements” Existing Master Agreements, Existing CDEA, Existing Master Give-

Up Agreements, Existing Ancillary Documents, Existing Omnibus

Guarantee and Set-off Agreements and Existing Terms of Business;

“Existing Ancillary

Documents”


“Existing CDEA” has the meaning given in paragraph 9.2.2;

“Existing CSA” has the meaning given to it in paragraph 9.5;

“Existing ISDA Master

Agreement”

any Existing Master Agreement that is an ISDA Master Agreement;

“Existing Master

Agreement”

has the meaning given to it in paragraph 9.1;

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“Existing Master Give-Up

Agreement”


“Existing Omnibus

Guarantee and Set-off

Agreement”


“Existing Terms of

Business”


“Existing Treasury Master

Agreement”

any Existing Master Agreement that is a Treasury Master Agreement;

“FCA” the Financial Conduct Authority of the United Kingdom (or any

successor authority or authorities carrying out similar functions in the

United Kingdom from time to time);

“FEOMA” a master agreement in the form or substantially in the form of the

International Foreign Exchange and Options Master Agreement

published by The Foreign Exchange Committee in association with

the British Bankers' Association, the Canadian Foreign Exchange

Committee and the Tokyo Foreign Exchange Market Practices

Committee;

“Financial Institution

Exposure”

has the meaning given to “financial institution exposure” in article

1(4) of the EAPO;

“Global Master

Repurchase Agreement”

a global master repurchase agreement in the form, or substantially in

the form, of the PSA/ISMA Global Master Repurchase Agreement

(1995 Version), published by the Public Securities Association and

the International Securities Market Association, the TBMA/ISMA

Global Master Repurchase Agreement (2000 Version) published by

The Bond Market Association and the International Securities Market

Association and the Global Master Repurchase Agreement (2011

Version) published by the Securities Industry and Financial Markets

Association and the International Capital Market Association;

“Global Master Securities

Lending Agreement”

a global master securities lending agreement in the form, or

substantially in the form, of the Global Master Securities Lending

Agreement (Version: May 2000) and the Global Master Securities

Lending Agreement (Version: January 2010), each as published by

the International Securities Lenders Association;

“Grandfathering

Optionality Date”

for those Customers that are counterparties to at least one Existing

ISDA Master Agreement or Existing Treasury Master Agreement that

was entered into on or before the Representation Date, the

Representation Date;

“Group” has the meaning given to it in Section 421 of the Act;

“Guarantee/Security” (a) all agreements, deeds, standard securities, letters of credit,

performance bonds and other documents or instruments

pursuant to which the Transferors are entitled to the benefit

of any claim, charge, mortgage, life assurance policy

assignment, lien, option, equitable right, guarantee,

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indemnity, undertaking, power of sale, pledge, lien,

hypothecation, 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 (excluding repairer’s or similar liens or

supplier’s retentions of title) guaranteeing and/or securing

any liability resulting from or in connection with any of the

Customer Agreements, or the Existing Agreements; and

(b) any account control agreement, custody agreement

intercreditor agreement, ranking agreement, priority

agreement, trust deed, deed of charge or subordination

agreement granted in connection with (i) any of the

documents mentioned in (a) above, (ii) any Customer

Agreements, or (iii) the Existing Agreements,

but, in each case, excluding any ISDA Credit Support Annex;

“ICOM” a master agreement in the form or substantially in the form of the

International Currency Options Market Master Agreement published

by The Foreign Exchange Committee in association with the British

Bankers' Association, the Canadian Foreign Exchange Committee

and the Tokyo Foreign Exchange Market Practices Committee;

“IFEMA“ a master agreement in the form or substantially in the form of the

International Foreign Exchange Master Agreement published by The

Foreign Exchange Committee in association with the British Bankers'

Association, the Canadian Foreign Exchange Committee and the

Tokyo Foreign Exchange Market Practices Committee;

“ISDA Credit Support

Annex”

a credit support document in the form, or substantially in the form of,

the ISDA Credit Support Annex (Bilateral Form-Transfer) (ISDA

Agreements Subject to English Law) as published by the

International Swaps and Derivatives Association, Inc. or the ISDA

Credit Support Annex (VM);

“ISDA Credit Support

Annex (VM)”

a credit support document in the form, or substantially in the form of,

the 2016 Credit Support Annex for Variation Margin (VM) (Bilateral

Form-Transfer) (ISDA Agreements Subject to English Law), as

published by the International Swaps and Derivatives Association,

Inc;

“ISDA/FIA Cleared

Derivatives Execution

Agreement”

an agreement in the form, or substantially in the form, of the

ISDA/FIA Europe Cleared Derivatives Execution Agreement, as

published by the International Swaps and Derivatives Association,

Inc and FIA Europe or the ISDA/FIA Cleared Derivatives Execution

Agreement as published by the International Swaps and Derivatives

Association, Inc. and FIA, Inc.;

“ISDA/FIA Client Cleared

OTC Derivatives

Addendum”

an addendum in the form, or substantially in the form, of the Client

Cleared OTC Derivatives Addendum as published by the

International Swaps and Derivatives Association, Inc. and the

Futures and Options Association or the Client Cleared OTC

Derivatives Addendum as published by the International Swaps and

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Derivatives Association, Inc. and FIA, Inc.;

“ISDA Master

Agreement”

a master agreement in the form, or substantially in the form, of the

Interest Rate and Currency Exchange Agreement, the ISDA Master

Agreement (Multicurrency – Cross Border), or the ISDA 2002 Master

Agreement, each as published by the International Swaps and

Derivatives Association, Inc. and including: (i) any ISDA Credit

Support Annex entered into in respect of such master agreement; (ii)

any ISDA / FIA Client Cleared OTC Derivatives Addendum entered

into in respect of such master agreement; and (iii) any Protocol

Terms applicable to such master agreement, but excluding any Long

Form Confirmations;

“Law and Regulations” any applicable law, regulation, rule or ordinance or any direction,

instruction, pronouncement, requirement, decision of or contractual

obligation owed to an applicable regulatory authority (including any

relevant antitrust laws);

“LBG” Lloyds Banking Group plc;

“LBG Group” LBG together with all other members of its Group;

“Liabilities” all debts, liabilities, duties and obligations of any description, kind or

nature, whether primary or secondary, direct or indirect, known or

unknown, present or future or actual or contingent, or contractual or

tortious or otherwise, including any obligations in respect of any

judgment, order or award made in any Proceedings;

“Linked OGSAs” has the meaning given to it in paragraph 19.2;

“Long Form

Confirmation”

in respect of a Transferring Derivative Transaction, a long form

confirmation incorporating the terms of an ISDA Master Agreement

(including any Protocol Terms applicable to such confirmation), a

FEOMA, an IFEMA or an ICOM;

“Mandate” has the meaning given to it in paragraph 7.2.1;

“Marketing Preference” a Data Protection Consent given by a Data Subject for use of his or

her Personal Data to market directly to that Data Subject by any

means, or an indication (by act or omission as appropriate) by the

Data Subject that such Data Protection Consent is withheld;

“Master Agreement” any of an ISDA Master Agreement, Treasury Master Agreement,

Global Master Repurchase Agreement and/or Global Master

Securities Lending Agreement;

“Master Give-Up

Agreement”

a master give-up agreement to which a Transferor is party;

“Maturity Date” the latest date until which the relevant Transferor has contractual

commitments under the terms of a Derivative Transaction, RPI Loan

Facility or Trade Finance Transaction;

“Non-EEA Branch” means a place of business located in any country or territory which is

not an EEA member state and that forms a legally dependent part of

a Transferor and conducts directly all or some of the operations

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inherent in the Transferor’s business;

“Non-Transferring

Guarantee/Security”


“Obligor” any Customer, a member of the corporate group of the Customer

(including any subsidiary or holding company) or any unrelated third

party which has provided any Guarantee/Security for the benefit of

the Transferor;

“OGSA Customer/Group

Entity”

the Customer or any affiliate or associated entity as specified in the

schedule to the relevant Omnibus Guarantee and Set-off Agreement;

“Omnibus Guarantee and

Set-off Agreement”

an “omnibus guarantee & set-off agreement”, an “omnibus guarantee

agreement”, an “omnibus set-off agreement”, an “omnibus letter of

set-off” or similar, entered into between a Transferor and certain

OGSA Customer/Group Entities, pursuant to which (amongst other

things) the OGSA Customer/Group Entities:

a) guarantee, and provide an indemnity to the Transferor in

respect of, the payment of certain liabilities owed by one or

more of the OGSA Customer/Group Entities to the

Transferor; and

b) agree that the Transferor may:

(i) combine or consolidate all or any of the credit

balances held by the OGSA Customer/Group

Entities with the Transferor with all or any of

the liabilities owed by any one or more OGSA

Customer/Group Entity to the Transferor; and

(ii) set-off or transfer any credit balances held in

such accounts in or towards satisfaction of

any of the liabilities owed by any one or more

OGSA Customer/Group Entity to the

Transferor;

“Order” an order made by the Court pursuant to Section 111 of the Act

sanctioning this Scheme and any order (including any subsequent

order) in relation to this Scheme made by the Court pursuant to

Section 112 of the Act;

“Permitted Derivatives” trades or transactions which the relevant Transferor has determined:

(a) are permitted client derivatives transactions pursuant to

articles 9-12 of the EAPO (for the purposes of this paragraph

(a), it being assumed that the conditions set out in articles

12(1) (a), (b) and (c) of the EAPO are satisfied); and

(b) do not involve a Transferor having Financial Institution

Exposure;

“Permitted RFI

Exposures”

(a) any exposure to an EAPO Relevant Financial Institution

which the Transferors have determined falls into at least one

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of the exemptions set out in article 14(2) to 14(6) EAPO or in

articles 15 to 19B EAPO; and

(b) certain exposures to EAPO Relevant Financial Institutions as

agreed in writing prior to the Effective Date by the

Transferors and the Transferee:

i. which have a Maturity Date that falls on or after the

Effective Date but before 1 January 2019; or

ii. which have a Maturity Date that falls on or after 1

January 2019 but before 1 January 2021 and which

the relevant Transferor has determined falls into the

exemption set out in article 21 EAPO, to the extent

those exposures have not been terminated by the

Effective Date.

“Personal Data” has the meaning given to that term in the Data Protection

Legislation;

“Pipeline Business” any application made to the Transferors prior to the Effective Date,

whether or not accepted by the Transferors, and any offer or

invitation by the Transferors, which in the ordinary course may result

in the execution of a Customer Agreement and any checks made (or

information obtained) by or on behalf of the Transferors pursuant to,

or as a result of, any such application, offer or invitation but

excluding any applications, offers or invitations that have been made

by or to persons who have been notified in advance by the

Transferors that any Customer Agreements that result from such

applications, offers or invitations shall not be transferred to the

Transferee pursuant to this Scheme;

“PRA” the Prudential Regulation Authority (or such successor governmental

department, regulatory authority or other official body from time to

time exercising similar prudential regulatory and supervisory powers

in relation to financial services in the UK);

“Preserved Rights” in respect of any Customer, any existing rights that such Customer

has:

(i) in respect of a Master Agreement, by reason of the

occurrence of a "Termination Event” (as defined in the

relevant Master Agreement) which may arise as a result of

the Transferee’s credit rating or creditworthiness being lower

than that of the Transferor or below the minimum credit rating

specified in such Master Agreement;

(ii) to request transfers of collateral (or more frequent and/or

higher transfers of collateral) from the Transferee by reason

of the Transferee’s credit rating being below a level specified

in the relevant ISDA Credit Support Annex;

(iii) in respect of a Master Agreement, by reason of the

occurrence of an “Additional Termination Event” (as defined

in the relevant Master Agreement) arising as a result of the

Transferee not meeting certain regulatory requirements

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specified in the relevant Master Agreement;

(iv) to request or require:

(a) the replacement of the Transferee as liquidity facility

provider (howsoever described or defined) with

another eligible counterparty;

(b) the Transferee to advance a standby drawing

(howsoever described or defined),

in each case pursuant to a RFI Loan Facility which is a

liquidity facility extended by the Transferor in relation to a

securitisation or other structured finance transaction;

(v) in respect of a Master Agreement entered into between a

Transferor and a Customer that is a pension fund, by reason

of the occurrence of an Additional Termination Event (as

defined in the relevant Master Agreement) or any other

termination right, in each case arising as a result of such

Customer not being able to comply with certain restrictions

and requirements (arising from the relevant scheme rules,

pension-related laws and regulations or otherwise) specified

in the relevant Master Agreement;

(vi) in respect of a Customer that is a fund, to unilaterally

terminate (pursuant to a termination right) where required by

applicable law or regulation, or by reason of the occurrence

of an “Additional Termination Event” (as defined in the

relevant Master Agreement) or any other termination right, in

each case arising as a result of such fund Customer not

being able to meet certain quantitative and qualitative

requirements (such as exposure limits and counterparty

eligibility criteria) specified in the relevant Master Agreement;

and/or

(vii) by reason of the occurrence of an Additional Disruption

Event/Extraordinary Event;

“Proceedings” any claim, counterclaim, complaint, petition, suit, appeal or other

legal process, whether intended to have interim or final legal effect in

relation to its subject matter, before any court, governmental

authority, regulatory authority, tribunal, arbitration panel, ombudsman

or other body subsisting or empowered by law or regulation or by the

provisions of an agreement;

“Prohibited Activity” any activity that, under EAPO, a ring-fenced body is prohibited (or

which, once EAPO comes into force, will be prohibited) from

undertaking or engaging in, other than an Excluded Activity;

“Protocol Terms” (a) terms amending or supplementing an ISDA Master

Agreement (including, if relevant, an ISDA Credit Support

Annex) effected by the parties adhering to an ISDA protocol

(irrespective of whether such protocol is open or closed for

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adherence as at the Relevant Date) or agreeing a bilateral

agreement on substantially similar terms, and includes,

without limitation, the terms set out in the ISDA August 2012

DF Protocol/ the ISDA August 2012 DF Supplement, the

ISDA 2013 EMIR NFC Representation Protocol, the ISDA

March 2013 DF Protocol/ the ISDA March 2013 DF

Supplement, the ISDA 2013 Reporting Protocol, the ISDA

2013 EMIR Portfolio Reconciliation, Dispute Resolution and

Disclosure Protocol, the ISDA 2014 Collateral Agreement

Negative Interest Protocol and the ISDA 2016 Variation

Margin Protocol (including the 2016 Variation Margin Protocol

Supplemental Rules Exhibit for EMIR Rules); and

(b) any questionnaires, representation letters, self-disclosure

letters and other documents provided by one party to the

other in connection with such terms, including, without

limitation, the ISDA August 2012 DF Protocol Questionnaire,

the ISDA March 2013 DF Protocol Questionnaire; the ISDA

Regulatory Margin Self-Disclosure Letter, the ISDA 2016

Variation Margin Protocol Questionnaire and the ISDA 2016

Variation Margin Protocol Supplemental Questionnaire For

EMIR Rules;

“Recovery Limit” has the meaning given to it in paragraph 19.2;

“Relevant Date” in respect of:

(a) a Transferring Asset, an Assumed Liability or an Excluded

Liability in the Transferring Business, or a Duplicated

Agreement (other than a Duplicated Early Termination Notice

created pursuant to paragraph 9.4.2 or a Duplicated

Reservation of Rights Letter created pursuant to

paragraph 10.7), the Effective Date; and

(b) a Residual Asset or a Residual Liability in the Transferring

Business, a Duplicated Early Termination Notice created

pursuant to paragraph 9.4.2 or a Duplicated Reservation of

Rights Letter created pursuant to paragraph 10.7, the

applicable Subsequent Transfer Date;

“Relevant Interest

Period”

has the meaning given to it in paragraph 9.5.1(ii);

“Relevant Substitute

Agent”

in respect of a Transferring Asset and any related Transferring

Liability, the entity or entities appointed as an Agent from time to time

in accordance with the terms and conditions of such assets or this

Scheme;

“Representation Date” 28 February 2018 or such other date as the parties may agree to,

with the consent of the Court;

“Residual Asset” (a) any property or assets of the Transferors, including any Right

in Security in favour of the Transferors, whether or not

situated in England and Wales or Scotland, which would be a

Transferring Asset but:

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(i) which the Court does not have jurisdiction to

transfer;

(ii) which, despite having such jurisdiction, the

Court determines not so to transfer; or

(iii) which the Transferee and the Transferors

agree in writing prior to the Effective Date

would be more conveniently (including for

operational reasons), or which pursuant to the

terms of this Scheme is to be, transferred

after the Effective Date; and

(b) any proceeds of sale or income or other accrual or return

whatsoever, whether or not in any case in the form of cash,

or other asset earned or received from time to time after the

Effective Date in respect of any property referred to in

paragraph (a) above,

save to the extent that such have been terminated, or novated or

otherwise transferred by the relevant Transferor to the Transferee or

any other third party, or the Transferor and Transferee agree in

writing that such shall never transfer to the Transferee (provided that

such agreement does not result in a Transferor being required to

engage in an Excluded Activity or a Prohibited Activity);

“Residual Liability” any liability or obligation of the Transferors, whether or not situated in

England and Wales or Scotland, which would be a Transferring

Liability but:

(a) which the Court does not have jurisdiction to transfer;

(b) which, despite having such jurisdiction, the Court determines

not so to transfer;

(c) which the Transferors and the Transferee agree in writing

prior to the Effective Date would more conveniently be, or

which pursuant to the terms of this Scheme is to be,

transferred after the Effective Date; or

(d) which relates to a Residual Asset and arises at any time

before the Subsequent Transfer Date applicable to that

Residual Asset,

save to the extent that such have been terminated, or novated or

otherwise transferred by the relevant Transferor to the Transferee or

any other third party, or the Transferor and Transferee agree in

writing that such shall never transfer to the Transferee (provided that

such agreement does not result in a Transferor being required to

engage in an Excluded Activity or a Prohibited Activity);

“RFI Loan Facilities” written contracts pursuant to which the relevant Transferor provides

debt finance (however so described and contemplated by such

contract) and any sub-participations entered into in connection with

such debt finance: (i) to an EAPO Relevant Financial Institution,

other than the Excluded RFI Loan Facilities; or (ii) by way of a

liquidity facility to an EAPO Relevant Financial Institution which is a

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Structured Finance Vehicle (as defined in the EAPO), in support of

the credit rating of one or more classes of transferrable securities

issued by that Structured Finance Vehicle;

“Right in Security” (a) any Transferring Guarantee/Security;

(b) any rights arising to the benefit of the Transferee in respect

of Shared Guarantee/Security pursuant to and on the terms

of paragraph 8; and

(c) any other claim, charge, mortgage, life assurance policy

assignment, option, equitable right, guarantee, indemnity,

undertaking, power of sale, pledge, lien, hypothecation,

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, excluding repairer’s or similar liens or supplier’s

retentions of title,

of which one or both Transferors has or have the benefit, but, for the

avoidance of doubt, excluding any Existing Omnibus Guarantee and

Set-off Agreement (except for any provision described in

paragraph 10.4(i));

“Ring-fenced Affiliate” in relation to each Transferor, each member of the Transferor Sub-

Group, other than the Transferor itself;

“RPI Loan Facilities” written contracts pursuant to which the relevant Transferor provides

debt finance (however so described and contemplated by such

contract) which has an interest rate linked to the United Kingdom

General Index of Retail Prices, or such other index as has been

substituted pursuant to the terms of any contract;

“Scheme” this scheme, under Part VII of the Act, in its present form or with any

modification thereof or addition thereto or condition approved or

imposed by the Court;

“Scheme Report” a report prepared in accordance with Section 109A of the Act in

relation to the Scheme;

“Securities Financing

Transactions Regulation”

Regulation (EU) 2015/2365 on transparency of securities financing

transactions and of reuse and amending Regulation (EU) No

648/2012;

“Security Trust” a trust created pursuant to paragraph 8.2 or 8.3 where:

(a) (in the case of paragraph 8.2), the Transferor holds the

benefit of a Guarantee/Security on trust for the Transferor

and the Transferee (or their respective nominees, agents or

trustees); or

(b) (in the case of paragraph 8.3), a Transferor holds the benefit

of a Guarantee/Security on trust for the Transferee only (or

its nominee, agent or trustee);

“Security Trustee” the relevant Transferor (or its nominee, agent or trustee) acting as

trustee of the Security Trust;

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“Shared



“Shared Security Trust

Terms”

(a) the Security Trustee shall hold the benefit of the relevant

Guarantee/Security on trust for the Transferor and the

Transferee according to their respective interests in the

obligations of the Obligor guaranteed and/or secured by such

Guarantee/Security;

(b) the Security Trustee shall have the right to exercise any

powers that it may have under the Guarantee/Security or

otherwise arising by contract or law (including the right to

appoint a receiver) to enforce such Guarantee/Security on

behalf of either or both of the relevant Transferor or the

Transferee (or, if applicable, their respective nominee, agent

or trustee);

(c) subject to any contractual provisions, either the relevant

Transferor or the Transferee (or, if applicable their respective

nominee, agent or trustee) may independently direct the

Security Trustee to enforce the Guarantee/Security or

exercise any other rights, powers, authorities and discretions

in respect of the Guarantee/ Security;

(d) subject to any contractual provisions and any provision to the

contrary in the Guarantee/Security, the relevant Transferring

Asset or Residual Asset and the relevant Excluded Asset or

the relevant Existing Agreement and the relevant Duplicated

Agreement:

(i) the claims of the Transferor and the Transferee in

respect of the Guarantee/Security shall rank pari

passu; and

(ii) the Security Trustee shall distribute any realisations

from the Guarantee/Security to the Transferor and

the Transferee (or, if applicable to their respective

nominee, agent or trustee) proportionately and

rateably according to the outstanding claims of the

Transferor and the Transferee which are guaranteed

and/or secured by the Guarantee/Security calculated

by reference to quantum of such claims on the day

of enforcement;

“Split Portfolio Customer” a customer:

(a) that is allocated by the LBG Group (as at the Effective Date)

to the ‘Global Corporate’ business area of the LBG Group

(but only to the extent that customer is a commercial real

estate company or undertaking and allocated by the LBG

Group (as at the Effective Date) to the “Private Group” sub-

category of the ‘Global Corporates’ business area of the LBG

Group), the ‘Mid Markets’ business area of the LBG Group,

the ‘Small and Medium Sized Enterprises’ business area of

the LBG Group or the ‘Client Asset Management’ business

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area of the LBG Group; and

(b) which as at 1 December 2017 was party to at least one

Derivative Transaction with a Maturity Date on or after 1

January 2021 which is not a Permitted Derivative;

“Subject Access

Request”

a subject access request for information made by a Customer

pursuant to the Data Protection Legislation;

“Subsequent Transfer

Date”

in relation to any Residual Asset or Residual Liability, the time and

date after the date of the Order on which such Residual Asset or

Residual Liability is to be transferred to the Transferee, namely:

(a) in respect of any Residual Asset falling within paragraphs

(a)(i) and (ii) of the definition of Residual Asset and, of any

Residual Liability falling within paragraph (a) and (b) of the

definition of Residual Liability, the time and date on which the

requisite order or recognition to enable the same to be

transferred to the Transferee upon the terms of this Scheme

is:

(i) obtained;

(ii) no longer required;

(b) in respect of any Residual Asset falling within paragraph

(a)(iii) of the definition of Residual Asset and of any Residual

Liability which falls within paragraph (c) of the definition of

Residual Liability, the time and date on which the Transferors

and the Transferee agree that the transfer shall take effect or

on which the Residual Asset or Residual Liability becomes

capable of being transferred under the terms of this Scheme;

and

(c) in the case of any Residual Asset falling within paragraph (b)

of the definition of Residual Asset and of any Residual

Liability falling within paragraph (d) of the definition of

Residual Liability, the time and date on which such Residual

Asset or Residual Liability is received, earned or incurred by

the Transferors, to the extent that such transfer is possible

under this Scheme and the Transferors and the Transferee

agree that such transfer should take place,

provided that, in respect of any Residual Asset or Residual Liability

that has not transferred to the Transferee in accordance with the

provisions of this Scheme by 23.59 on 30 December 2018, to the

extent that the Court has jurisdiction to do so, the time and date for

the transfer of that Residual Asset or Residual Liability shall be 23.59

on 31 December 2018 (except that this proviso does not apply in the

case of trades and transactions falling within paragraphs (e) to (g) or

paragraph (k) of the definition of Transferring Business);

“Taxation” all forms of taxation including all statutory, governmental, state,

provincial, local governmental or municipal impositions, duties,

contributions and levies and whether levied by reference to income,

profits, gains, net wealth, asset values, turnover, added value or

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otherwise, whenever and wherever imposed and whether chargeable

directly or primarily against or attributable directly or primarily to the

Transferors or any other person, together with all penalties and

interest relating thereto;

“Terms of Business” (a) the general terms of business issued by the relevant

Transferor to the Customer upon the Customer instructing

that Transferor to carry out a transaction (or related services)

or entering into a transaction (or related services) with that

Transferor, as such terms of business may be amended,

superseded or otherwise updated from time to time in

accordance with their terms; and

(b) any terms and conditions supplemental to those described in

paragraph (a) above but excluding any Duplicated

Agreements relating to specific products, services or

transactions that may be provided by the Transferor to that

Customer, or carried out by the Transferor with that

Customer, as such terms and conditions may be amended,

superseded or otherwise updated from time to time in

accordance with their terms;

“Trade Finance

Transactions”

(a) written documentary letters of credit, standby letters of credit,

performance guarantees or financial guarantees (however so

described) issued by the relevant Transferor at the request of

a Customer in respect of which an EAPO Relevant Financial

Institution has issued a counter-indemnity to that Transferor;

(b) counter-indemnities issued by an EAPO Relevant Financial

Institution to a Transferor as described in paragraph (a)

above, whether or not the instrument described in paragraph

(a) above shall also be transferred pursuant to this Scheme;

(c) written documentary letters of credit or standby letters of

credit confirmed by the relevant Transferor at the request of

an issuing bank or a requesting bank (in each case, which is

an EAPO Relevant Financial Institution);

(d) reimbursement obligations from an issuing bank or

requesting bank in favour of a Transferor as described in

paragraph (c) above, whether or not the instrument

described in paragraph (c) above shall also be transferred

pursuant to this Scheme; and

(e) receivable purchase arrangements (however so described)

entered into between the relevant Transferor and an EAPO

Relevant Financial Institution or where the Transferor

otherwise has a direct exposure to an EAPO Relevant

Financial Institution;

“Transfer Notice Date” the date specified in the notice given to the relevant customer(s) by

the relevant Transferor under paragraph 25.2, such date being no

later than 31 December 2018;

“Transferee” Lloyds Bank Corporate Markets plc;

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“Transferee Entity” has the meaning given to it in paragraph 7.3.1;

“Transferor Entity” has the meaning given to it in paragraph 7.3.1;

“Transferor Sub-Group” each of the Transferors together with each other undertaking

included in the scope of consolidation as a result of the requirements

imposed on each of the Transferors under article 11(5) of Regulation

(EU) No 575/2013 of the European Parliament and of the Council of

26 June 2013 on prudential requirements for credit institutions and

investment firms and amending Regulation (EU) No 648/2012;

“Transferor’s Group” each of the Transferors together with each other member of its

Group;

“Transferors” Lloyds Bank plc and Bank of Scotland plc;

“Transferring Ancillary

RFI Exposures”

to the extent not otherwise captured by paragraphs (a) to (g) or

paragraph (k) of the definition of Transferring Business or the

definition of Business Assets, any receivables due to a Transferor

from any EAPO Relevant Financial Institution, pursuant to an

Existing ISDA Master Agreement, an Existing Treasury Master

Agreement or any long form confirmation incorporating the terms of

an ISDA Master Agreement (including any Protocol Terms applicable

to such confirmation), a FEOMA, an IFEMA or an ICOM, that has

been closed out or terminated prior to the Effective Date;

“Transferring Assets” the Business Assets other than the Residual Assets (unless and until

they transfer on a Subsequent Transfer Date);

“Transferring Business” that part of the business of each of the Transferors that is attributable

to the trades, transactions or contracts which have their transaction


customer information systems) listed:

(A) in Part A of Schedule 2; or

(B) (for trades, transactions or contracts booked or entered into after

the CD Cut-off Date) within a database identified by an


customer information systems) which is listed in Part E of

Schedule 2;

(provided in each case that such trades, transactions or contracts

have not been terminated, or novated or otherwise transferred by the

relevant Transferor to the Transferee or any other third party, prior to

the Relevant Date),

including, but not limited to, the following trades, transactions or

contracts, to the extent governed by the laws of England and Wales,

Scotland or Northern Ireland and to the extent that the relevant trade,

transaction or contract has not been booked to a Non-EEA Branch of

that Transferor:

(a) all Derivative Transactions:

(i) that have been entered into between one of the

Transferors and a customer that is allocated by the

LBG Group (as at the Effective Date) to the ‘Financial

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Institution’ business area of the LBG Group;

(ii) with a Maturity Date on or after 1 January 2021; and

(iii) which are not Excluded Own Hedging Transactions;

(b) all Derivative Transactions:



LBG Group (as at the Effective Date) to the ‘Global

Corporates’ business area of the LBG Group (except

for CRE-PG Customers); and

(ii) with a Maturity Date on or after 1 January 2021;

(c) all Derivative Transactions:




Corporate’ business area of the LBG Group (but only

to the extent that customer is a CRE-PG Customer),

the ‘Mid Markets’ business area of the LBG Group,

the ‘Small and Medium Sized Enterprises’ business

area of the LBG Group or the ‘Client Asset

Management’ business area of the LBG Group

(including, for the avoidance of doubt, all Split

Portfolio Customers);

(ii) with a Maturity Date on or after 1 January 2021; and

(iii) which are not Permitted Derivatives;

(d) all Derivative Transactions:


Transferors and a Split Portfolio Customer;

(ii) which are either:

(A) Permitted Derivatives; or

(B) not Permitted Derivatives but which have a

Maturity Date that falls between the Effective

Date and 31 December 2020 (inclusive); and

(iii) in relation to which the Split Portfolio Customer has

indicated to the relevant Transferor in writing by the

Grandfathering Optionality Date that it wishes for all

such Derivative Transactions to which it is a party to

form part of the Transferring Business (for the

avoidance of doubt, subject to any transaction not

transferring as an Excluded Large Exposure

Transactions);

(e) all Derivative Transactions:



LBG Group (as at the Effective Date) to the ‘Financial

Institution’ business area of the LBG Group;

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(ii) with a Maturity Date that falls between the Effective

Date and 31 December 2020 (inclusive);

(iii) (except to the extent the relevant customer has not

entered into an Existing ISDA Master Agreement or

Existing Treasury Master Agreement prior to the

Representation Date, in which case this sub-

paragraph (e)(iii) will not be applied when

determining which Derivative Transactions held by

that customer shall be transferred pursuant to this

Scheme) in relation to which the customer has not

indicated to the relevant Transferor in writing by the

Grandfathering Optionality Date that it wishes for all

such Derivative Transactions (including, for the

avoidance of doubt, any Permitted Derivatives) to

which it is a party to not form part of the Transferring

Business; and

(iv) which are not Excluded Own Hedging Transactions;

(f) all Derivative Transactions (except to the extent the relevant

customer has not entered into an Existing ISDA Master

Agreement or Existing Treasury Master Agreement prior to

the Representation Date, in which case this paragraph (f) will

not be applied when determining which Derivative

Transactions held by that customer shall be transferred

pursuant to this Scheme):




Corporates’ business area of the LBG Group (except

for CRE-PG Customers);


Date and 31 December 2020 (inclusive); and

(iii) in relation to which the customer has indicated to the

relevant Transferor in writing by the Grandfathering

Optionality Date that it wishes for all such Derivative

Transactions (including, for the avoidance of doubt,

any Permitted Derivatives) to which it is a party to

form part of the Transferring Business (for the

avoidance of doubt, subject to any transaction not

transferring as an Excluded Large Exposure

Transaction);

(g) all Derivative Transactions (except to the extent the relevant

customer has not entered into an Existing ISDA Master

Agreement or Existing Treasury Master Agreement prior to

the Representation Date, in which case this paragraph (g)

will not be applied when determining which Derivative

Transactions held by that customer shall be transferred

pursuant to this Scheme):


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65



Corporate’ business area of the LBG Group (but only

to the extent that customer is a CRE-PG Customer)

the ‘Mid Markets’ business area of the LBG Group,

the ‘Small and Medium Sized Enterprises’ business

area of the LBG Group or the ‘Client Asset

Management’ business area of the LBG Group (for

the avoidance of doubt, including all Split Portfolio

Customers);



(iii) which are not Permitted Derivatives; and

(iv) in relation to which the customer has indicated to the

relevant Transferor in writing by the Grandfathering

Optionality Date that it wishes for all such Derivative

Transactions to which it is a party (for the avoidance

of doubt, not including any Permitted Derivatives to

which it is a party) to form part of the Transferring

Business (for the avoidance of doubt, subject to any

transaction not transferring as an Excluded Large

Exposure Transaction);

(h) all RFI Loan Facilities which, as at the Effective Date, remain

outstanding (including those that are undrawn) and in relation

to which at least one of the Transferors and at least one

EAPO Relevant Financial Institution are parties, but

excluding all Permitted RFI Exposures;

(i) other than any contract falling within paragraph (h), all RPI

Loan Facilities (including, for the avoidance of doubt, all

loans made pursuant to these regardless of any maturity

date) which have a Maturity Date that falls on or after 1

January 2021 and in relation to which at least one of the

Transferors is a party, but excluding all Permitted RFI

Exposures;

(j) all Trade Finance Transactions which have a Maturity Date

that falls on or after 1 January 2019 and in relation to which

at least one of the Transferors is the beneficiary of a counter-

indemnity issued by an EAPO Relevant Financial Institution

or which otherwise creates a prohibited exposure to an

EAPO Relevant Financial Institution, but excluding all

Permitted RFI Exposures; and

(k) all Derivative Transactions:




Corporates’ business area of the LBG Group

(including, for the avoidance of doubt, CRE-PG

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Customers);



(iii) (if the customer is a CRE-PG Customer only) which

are not Permitted Derivatives; and

(iv) in relation to which the customer may exercise an

option, granted to it by way of written notice from the

Transferors specifying the date by which such option

must be exercised (being a date after the

Grandfathering Optionality Date, and including any

date falling after the Effective Date), to elect by way

of written notice to the Transferors that it wishes for

all Derivative Transactions that fall within the meaning

of paragraphs (k)(i)-(iii) above to which it is a party to

transfer to the Transferee pursuant to this Scheme

(and for the avoidance of doubt, subject to any

transaction not transferring as an Excluded Large

Exposure Transaction),

except for the Excluded Large Exposure Transactions,

and including the Transferring Ancillary RFI Exposures, the Business

Assets and Assumed Liabilities;

“Transferring Derivative

Transaction”

a Derivative Transaction forming part of the Transferring Business,

including, for the avoidance of doubt, any documented under a Long

Form Confirmation;

“Transferring Derivative

Transaction

Confirmation”

the trade confirmation, trade affirmation, document, electronic

message or other confirming evidence exchanged between the

relevant Transferor and the counterparty or otherwise effective for

the purpose of confirming or evidencing a Transferring Derivative

Transaction (including, for the avoidance of doubt, any Long Form

Confirmations);

“Transferring


any Guarantee/Security held immediately before the Relevant Date

by any Transferor Entity in relation to any Existing Agreement or in

relation to any Transferring Asset or Residual Asset, but, for the

avoidance of doubt, excluding any Existing Omnibus Guarantee and

Set-off Agreement (except for any provision described in

paragraph 10.4(i));

“Transferring Liabilities” the Assumed Liabilities other than the Residual Liabilities (unless

and until they transfer on a Subsequent Transfer Date);

“Transferring Loan

Facilities”

an RPI Loan Facility or an RFI Loan Facility forming part of the

Transferring Business;

“Transferring Personal

Data”

Personal Data which is comprised in the Transferring Business

and/or the Duplicated Agreements;

“Transferring Trade

Finance Transactions”

a Trade Finance Transaction forming part of the Transferring

Business;

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“Treasury Master

Agreement”

a treasury master agreement between a Transferor and a Customer;

and

“Wrong Pockets

Transaction”

has the meaning given to it in paragraph 25.1.

2 Interpretation

2.1 In this Scheme:

2.1.1 a person includes 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);

2.1.2 a company includes any company, corporation or any body corporate whenever

and however incorporated or established; and

2.1.3 the words “holding company”, “subsidiary” and “subsidiary undertaking” shall have

the same meanings in this Scheme as their respective definitions in the Companies

Act 2006 (United Kingdom).

2.2 References to a Customer shall be to that Customer in their capacity as a Customer and

not in any other capacity.

2.3 References to a statute or a statutory provision include:

2.3.1 that statute or provision as from time to time modified, re-enacted or consolidated

or replaced whether before or after the date of this Scheme;

2.3.2 any past statute or statutory provision (as from time to time modified, re-enacted,

consolidated or replaced) which that statute or provision has directly or indirectly

replaced; and

2.3.3 any subordinate legislation made from time to time under that statute or statutory

provision.

2.4 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.

2.5 References to liabilities, rights, assets and property of any Transferor in respect of a

Customer shall include liabilities, rights, assets and property whether or not governed by

the law of England and Wales or Scotland and whether or not situated in England and

Wales or Scotland.

2.6 References to one gender include all genders and references to the singular include the

plural and vice versa.

2.7 Any reference to this Scheme shall include any Schedule to it and references to

paragraphs and Schedules are to paragraphs of, and Schedules to, this Scheme.

2.8 All references to time in this Scheme are to London time.

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2.9 References to any Scottish or English legal term shall, in respect of any jurisdiction other

than Scotland or England (as applicable), be construed as references to the term or

concept which most nearly corresponds to it in that jurisdiction.

2.10 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.

2.11 All headings and titles are inserted for convenience only. They are to be ignored in the

interpretation of this Scheme.

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Schedule 2:

Identification Numbers

The lists of relevant identification numbers or identifiers that comprise Part A (definition of

“Transferring Business”), Part B (paragraph 9.1.1), Part C (definition of “Excluded Own Hedging

Transactions”), Part D (definition of “Excluded Large Exposure Transactions”) and Part E

(paragraph 9.1.1 and definition of “Transferring Business”) of this Schedule 2 are on a secure USB

drive held to order of the Court by Linklaters LLP (solicitors to the Transferors) at One Silk Street,

London.

IN THE HIGH COURT OF JUSTICE - Lloyds Banking Group€¦ · Lloyds Bankplcand Bank of Scotland...

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