Part C - Recovery and Resolution Planning

Effective as of 31 January 2022.

This Part C applies to selected financial institution Members in the event of any ‘resolution’. 

1. Definitions

1.1    Unless otherwise defined in this Agreement, capitalised terms this Part C shall have the following meanings: 

1.1.1  Divestment” means the restructuring, amalgamation, reorganisation and/or divestment of all or any part of the business, assets or liabilities of any Member Entity pursuant to a Resolution;

1.1.2  Member Entity” means the Member, or any of its successor, assignee or entity resulting from a Divestment;

1.1.3  Resolution” means the implementation by a Resolution Authority of its resolution powers in relation to a Member Entity under any Resolution Legislation with the aim of safely and effectively resolving a financial institution or its group in financial distress;

1.1.4  Resolution Authority” means, in relation to a Member Entity, any central bank, government department or agency in any part of the world which has the responsibility for Resolution in its jurisdiction;

1.1.5  Resolution Legislation” means the relevant law or regulation implementing the Financial Stability Board’s Guidance on Arrangements to Support Operational Continuity in resolution establishing a framework for the recovery and resolution of credit institutions and investment firms and any analogous law or regulation from time to time which requires contractual recognition of any resolution powers contained in that law or regulation; 

1.1.6  Resolution Supply Term” has the meaning set forth in paragraph 3.1 of this Part C; and

1.1.7  Separate Contract” has the meaning set forth in paragraph 3.1.1 of this Part C.

2. Applicability

This Part C shall be conditional on the Member Entity continuing to pay the Fees under this Agreement to Contour. 

3. Provision of Services

3.1    Notwithstanding any termination rights under this Agreement, for the purposes of facilitating recovery action, Resolution and post-Resolution restructuring, Contour agrees that it will, from the date of Resolution and until the end of the Agreement Term (unless a Resolution Authority requires another period from the date of Resolution, in which case such other period will apply) (such period being the “Resolution Supply Term“):

3.1.1  continue providing the Services (or the relevant part thereof) to or for the benefit of the Member Entity and permitting the Member Entity to use such Services (or the relevant part thereof) as if there has been no Divestment. Where it is for a part of the Services, Contour will make a fair and equitable adjustment of the agreed Fees that would be payable for such part;

3.1.2  where required (including where the Member Entity is no longer an Affiliate of the Member), enter into an agreement (“Separate Contract“) with the Member Entity for the provision of the Services (or the relevant part thereof) to the Member Entity for the Resolution Supply Term, on the same terms and conditions as this Agreement except as amended where required to:

(a) comply with any orders or directions of the Resolution Authority or a court or Applicable Law; and

(b) reflect the separation of liability of the Member Entity under the Separate Contract from any liability of the Member under this Agreement to the extent that this Agreement continues; and

3.1.3  suspend any of its rights to terminate this Agreement from the time that any such right arises until such time when Resolution is no longer required.

3.2    Paragraph 3.1 of this Part C will operate in its entirety, except to the extent that Contour will be in breach of Applicable Law by continuing to provide the Services (or the relevant part thereof) to the Member Entity following Resolution.

3.3    The Member agrees that Contour’s provision of the Services (or the relevant part thereof) to the Member Entity under Paragraph 3.1.1 of this Part C is subject to the Member Entity agreeing in writing to be bound by this Agreement.