The Kaupthing Singer & Friedlander Limited Transfer of Certain Rights and Liabilities Order 2008

PART 3 THE SECOND TRANSFER

The second transfer

8.—(1) By virtue of this Order the transferred rights and liabilities are transferred to ING.

(2) The second transfer takes place immediately after the first transfer (“the second transfer time”).

(3) From the second transfer time, ING shall—

(a) be liable to pay depositors any accrued interest on the transferred accounts and any interest accruing at or after that time on those accounts;

(b) have the same rights in relation to each holder of an Edge account as it would have if Kaupthing’s relevant terms of business applied.

(4) Paragraph (1) does not apply to any liability in respect of any breach of contract or other duty which arose before the second transfer time.

Provision of information and assistance

9.—(1) Kaupthing shall provide Deposits Management (Edge) and ING with such information and assistance as is reasonably requested by each of them, respectively—

(a) in relation to the transferred rights and liabilities;

(b) for any purpose relating to this Order; or

(c) for any purpose relating to any other function of Deposits Management (Edge) or ING, as the case may be, which relates to its functions under this Order.

(2) Kaupthing shall provide the Treasury with such information and assistance as is requested by the Treasury for any purposes relating to this Order.

No consent or concurrence required

10.  The second transfer is effective despite the absence of any required consent or concurrence to, or in connection with, the transfer.

Associated liability and interference

11.—(1) The second transfer takes effect as if—

(a) no associated liability existed in respect of any failure to comply with any requirement in respect of the transfer; and

(b) there were no associated interference with the rights and liabilities transferred under the transfer.

(2) In this article “associated liability” and “associated interference” have the meanings given in paragraph 2(2) of Schedule 2 to the Act.

Interests, rights and liabilities of third parties relating to transferred rights and liabilities

12.—(1) No interest or right of any third party relating to any of the rights and liabilities transferred under the second transfer shall arise or become exercisable by virtue of or in connection with this Order.

(2) Save as otherwise provided in this Order, no third party shall incur any liability, or be subject to any obligation, relating to any of the rights and liabilities transferred under the second transfer, by virtue of or in connection with this Order.

(3) Without prejudice to the generality of paragraphs (1) and (2)—

(a) the consequences specified in paragraph (4) shall not arise in respect of any relevant instrument as a result of the second transfer or any other thing done, or matter arising, by virtue of or in connection with the second transfer;

(b) any circumstances which, but for sub-paragraph (a), would give rise to the consequences specified in paragraph (4) shall not be taken to have arisen for the purposes of any relevant instrument.

(4) The consequences are—

(a) the termination of a relevant instrument or any rights or obligations under it;

(b) any right to terminate a relevant instrument or any right or obligation under it becoming exercisable;

(c) any amount becoming due and payable or capable of being declared due and payable;

(d) any other change in the amount or timing of any payment falling to be made or due to be received by any person;

(e) any right to withhold, net or set off any payment becoming exercisable;

(f) any event of default or breach of any right arising;

(g) any right not to advance any amount becoming exercisable;

(h) any obligation to provide or transfer any deposit or collateral;

(i) any right to give or withhold any consent or approval; or

(j) any other right or remedy (whether or not similar in kind to those referred to in paragraphs (a) to (i)) arising or becoming exercisable.

(5) Without prejudice to paragraph (4), any provision in a relevant instrument that, as a result of the second transfer or any other thing done, or matter arising, by virtue of or in connection with the second transfer or this Order, provides for an obligation not to be created, suspends or extinguishes (in whole or in part) such an obligation or renders such an obligation subject to conditions, shall be of no effect.

(6) In this article—

“relevant instrument” means an instrument which provides for interests or rights of third parties and in relation to which Kaupthing is a party or is bound;

“third party” shall be construed in accordance with paragraph 2(3) of Schedule 2 to the Act.