Common use of Certain Policies and Procedures Clause in Contracts

Certain Policies and Procedures. (a) Until the one-year anniversary of the Less Than Majority Holder Date, the Board of Directors shall, when determining to implement, amend or rescind any policy of the Company or any of its Subsidiaries relating to risk, capital, investment, environmental and social responsibility or regulatory compliance (each, a “Critical Policy”), take into account the Company’s status as a consolidated Subsidiary of NAB, and take into account the interests of NAB therein. (b) During any period in which NAB is deemed to control the Company for U.S. or Australian regulatory purposes, and in any case at all times prior to the Non-Control Date, the Company and its Subsidiaries: (i) shall not adopt or implement any policies or procedures, and at NAB’s reasonable request, shall refrain from taking any actions, that would cause NAB to violate any Applicable Law; (ii) shall, prior to implementing, amending or rescinding any Critical Policy, consult with NAB (through one or more NAB Directors, if any shall be in office at such time, or else through the Head of Corporate Advisory Legal of NAB), and, to the extent consistent with its fiduciary duties, the Board of Directors shall take into account the reasonable interests of NAB with respect thereto; and (iii) shall maintain and observe the policies of NAB to the extent necessary for NAB to comply with its legal and regulatory obligations under Applicable Law; provided, that this Section 6.2(b) shall not require the Company to take any action (including adopting or implementing any policy) or refrain from taking any action where such action or inaction would cause the Company or any of its Subsidiaries to violate Applicable Law.