Metro Bank Mortgage Intermediary Agreement

METRO BANK MORTGAGE INTERMEDIARY AGREEMENT

THIS AGREEMENT is dated [insert the Day day of MonthYear]

BETWEEN:-

(1)METRO BANK PLC (company registration number 06419578) whose registered office is situated at One Southampton Row, London WC1B 5HA (the ‘Bank’); and

(2)Intermediary Name(Company Registration Number insert company registration number) (FCA NumberFCA Number) whose office is situated at Full Address (the ‘Intermediary’)

WHEREAS:-

(1)The Bank is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and Prudential Regulation Authority and is regulated to carry on those activities forwhich it has a Part IV permission under the Financial Services and Markets Act 2000.

(2)The Bank wishes to appoint the Intermediary to introduce regulated mortgage business to the Bank either directly or via an Appointed Representative (as defined in section 39(2) of the Financial Services and Markets Act 2000).

IT IS AGREED

1 INTERPRETATION/DEFINITIONS

Agreementmeans this agreement

Approved Mortgage Cluba mortgage club as set out in Schedule [1]

Appointed Representativemeans an appointed representative as defined in section 39(2) FSMA

Businessmeans the activities the Intermediary is authorised to undertake pursuant to this

Agreement, more particularly, regulated mortgage business

Commencement Datemeans the date of this Agreement

Clientmeans a client or potential client of the

Intermediary from whom the Intermediary

introduces the Business

DPAmeans the Data Protection Act 1998 and any amending or replacement legislation

FCAmeans the Financial Conduct Authority

or any regulatory body which succeeds

or replaces it

FSMAmeans the Financial Services & Markets Act 2000 and any amending or replacement legislation

OICmeans Office of the Information Commissioner

Paymentsmeans the fees due to the Intermediary pursuant to this Agreement payable by the Client or as part of an arrangement fee payable for a mortgage

Personal Datameans data concerning an individual as defined in the Data Protection Act 1998

Procuration Fees The fees set out in Schedule [2] attached to this Agreement.

TCF Outcomesmeans the six consumer outcomes the FCA expect firms to deliver to demonstrate they treat their customers fairly

2 ENGAGEMENT

2.1 With effect from the Commencement Date, the Bank engages the Intermediary and the Intermediary agrees to introduce the Business, either direct or through an Appointed Representative, who must be an Appointed Representative of the Intermediary, on these terms.

2.2 The Bank reserves the right to refuseall or any Business from an Intermediary, without providing a reason.

2.3 The Intermediary will be appropriately authorised by FCA and hold all relevant legal, regulatory and other permissions, licences, registrations and authorisations necessary for carrying on its business and introducing the Business.

2.4The Intermediary is presumed to act on behalf of its Client when introducing

Business to the Bank during this Agreement and has appropriate authority to act and will ensure all Client records are true and accurate.

3 OBLIGATIONS

3.1 The Intermediary warrants, represents and undertakes throughout the duration of this Agreement:

(a) to conduct the Business with all due skill, care, professionalism and diligence, including the skill and care of an experienced professional offering this type of business, and sound commercial principles; and

(b) to conduct its business in accordance with the requirements of all relevant laws and regulations and any permissions, licences, registrations or authorisations, including ensuring that the scope of any such permissions is sufficient to allow proper performance of the Business; and

(c) to be responsible for ensuring FCA’s TCF Outcomes are achieved and that the Business meets FCA suitability requirements in cases where the Intermediary is providing advice; and

(d) to provide full co-operation and information (including documentation) on reasonable request from the Bank and to ensure any information (including documentation) is true and complete in all respects enabling and demonstrating proper performance of the obligations set out in this Agreement and auditing of the Business; and

(e) to do nothing which may adversely affect the Bank’s reputation, business or interests; and

(f) to ensure nothing holds it out as an agent, partner, employee or other form of representative of the Bank; and

(g)prior to undertaking any Business, to ensure the identity of Clients is established in accordance with all relevant money laundering laws, regulations and guidance, retain all necessary evidence of such checks and provide the Bank with access to such evidence, by way of information or documentation, when required.

3.2 The Intermediary agrees to inform the Bank immediately, in writing, in the event that:

(a) it ceases to act on behalf of a Client; or

(b)it is in breach of any of its permissions, licences, registrations or authorisations needed to conduct its business lawfully or they are at risk, not current or will not be renewed; or

(d) an Appointed Representative ceases to be its Appointed Representative

4 DOCUMENTATION

4.1 The Intermediary must retain and pass on immediately, on request and without amendment,any documentation which is either supplied by the Bank for the benefit of or completion bythe Client in relation to the Business, or provided by the Client in relation to the Business, unless the Bank agrees otherwise.

4.2All books and documents, computer hardware and software and any other items

of property belonging to the Bank and in the possession of or under the control of the

Intermediary must at all times be available to the Bank for inspection and be delivered in goodcondition (fair wear and tear excepted) to us by the Intermediary on demand. All materialsupplied by the Bank shall be our property.

4.3TheIntermediary must not publish, circulate, issue or release any advertisement or literaturerelating to the Bank’s business or make use of the Bank’s name or logo without previous written authorisation from the Bank.

4.4The Intermediary shall not sign or amend any documents or policies on behalf of the Bank normake any statements or promises or representations of any kind whether written or oralwhich bind or purport to bind us or any employee or director of ours and neither shall theIntermediary hold itself out as having authority to make any such representation.

4.5The Bank reserves the right to ask for additional information from a Client, including, but not limited to, identityevidence.

5 PAYMENT

5.1 Subject to the proper performance by the Intermediary of the engagement provided in this Agreement, the Bank shall paythe Procuration Fee to the Intermediarysubject to the agreementbetween an Approved Mortgage Cluband the Bank. Procuration Fees are currently 0.36% subject to a maximum payment of £7500 for all Business resulting in a completed regulated mortgage contract. Payments can be reviewed by the Bank from time to time.The Bank will provide at least 30 days prior notice before making any changes.

5.2 Payments due to the Intermediary may not be paid if:

(a) the Intermediary (or its AppointedRepresentative) is no longer acting or has ceased to be permitted to act for a Client, or it is reasonable to assume such; or

(b)the Bank is prevented from making Payments by operation of any law or regulation;or

(c)the Intermediary fails to comply with this Agreement; or

(d) any directors, partners or, if an individual, the Intermediary, enters into a voluntary arrangement, has bankruptcy or liquidation proceedings instituted, has a receiver appointed over assets or has been charged with or convicted of any offence involving fraud or dishonesty.

5.3Payments may not be made or the Intermediarymay be required to repay all or parts of any Payments for Business that was not submitted in accordance with the terms of this Agreement.

INTERMEDIARIES & INVESTMENT PROFESSIONALS ONLY: NOT FOR PUBLIC DISTRI

5.4Any sums due from the Intermediary, shall be recoverable by the Bank from the Intermediary from any account held with the Bank. Any sums due from the Intermediary may bededucted from any sums owed or becoming owing by the Bank to the Intermediary but the Bank is under no obligation to exercise such set off.

5.5Exercise by the Bank of the rights set out in this clause5 shall be without prejudice to any otherright or remedies available to the Bank under this Agreement or otherwise at law or in equity.

5.6Any sum owed to the Bank by the Intermediary shall be due and payable without any formaldemand for payment being issued.

6 CONFIDENTIALITY

6.1 The parties undertake to keep confidential at all times the terms of this Agreement and all information received in relation to this Agreement (whether oral, visual, written or any other form) and not to disclose any such information to any person outside of the Intermediary who has no reason to know of the information or use it for any purpose whatsoever other than in the proper performance of its duties under this Agreement or with the prior written consent of the other party or as may be required to be disclosed by law or regulation.

6.2 The obligations set out in this clause 6 shall survive termination.

7 DATA PROTECTION

7.1 All information received by one party from the other shall be held securely to no less standard than the recipient secures its own information (provided that such storage is commensurate with the confidentiality or sensitivity of the information). If requested by the disclosing party in writing, and following termination of the Agreement and any period thereafter until the expiry of the parties obligations under this Agreement, the recipient shall:

(a) use all reasonable endeavours, and as soon as reasonably practicable thereafter, return to the disclosing party any of the original records and, any copies thereof, containing Personal Data which still exist at that time; and

(b) in relation to any of the original records and any copies thereof not returned on termination, retain them in the state of security set out in this clause 7 until the expiry of the parties obligations under this Agreement.

7.2 Each party shall comply at all times with the requirements of DPA and the data protection principles specified in it and with any guidance issued by OIC.

8 AUDIT RIGHTS

8.1 The Bank shall be entitled to undertake audits of the Intermediary.

8.2 The Intermediary shall at all reasonable times during any working day and upon reasonable notice in writing grant to the Bank and any auditors appointed by the Bank access to the Intermediary’s premises and shall at all times provide to the Bank or its auditors all reasonable assistance and co-operation, including but not limited to access to information, data, accounts and records, for the purpose of allowing the Bank to obtain such information and evidence as is necessary for the Bank to verify the Intermediary’s compliance with its obligations under this Agreement. The Intermediary further agrees to grant these rights of audit to the FCA and to co-operate fully with the FCA in relation to any enquiries the FCA may have concerning this Agreement.

9 INTELLECTUAL PROPERTY

9.1 Save as may have expressly been agreed in writing, neither party shall acquire any right, title or interest in or to any intellectual property rights of the other party.

9.2 Save as otherwise provided for in this Agreement, neither party shall reproduce any logo, trade mark, service mark or name of the other party in any form without the prior written consent of that party nor hold itself out as being in any way connected with the other party.

10 INDEMNITY AND LIMITATION OF LIABILITY

10.1 The Intermediary shall indemnify and keep the Bank fully indemnified in respect of any liability, losses, damages, claims or costs the Bank may suffer or incur arising from any breach of the Intermediary’s obligations, warranties, representations or undertakings express or implied under this Agreement (including any breach of a relevant law or regulation) or by reason of any misrepresentation or negligent, tortious or fraudulentact. This indemnity is a continuing obligation up to a limit of £5,000,000.

10.2 The Bank will only be liable to the Intermediary for losses arising directly as a result of

gross negligence, fraud or wilful default. In no event will the Bank be liable for special, indirect, consequential damages or losses, or for loss of profitor business opportunity.

11 TERMINATION/SUSPENSION

11.1 Either party may terminate this Agreement upon giving the other one month’s notice in writing.

11.2 The Bank may terminate this Agreement with immediate effect,and without liability, on the occurrence of any one ormore of the following:

(a) any material breach by the Intermediary or any person or body for which it is

responsible (including an Appointed Representative) of any of the provisions of this Agreement;

(b) any misconduct, incompetence or negligence by the Intermediary or any person or body for which it is responsible (including an Appointed Representative);

or exempt (as applicable) under FSMA;

(d) cessation or suspension or intended cessation or suspension of the Intermediary’s

operation or in any circumstance where in the Bank’s reasonable opinion it is likely to

affect materially the ability of the Intermediary to perform its obligations under

this Agreement; or

(e) material litigation or reconstruction involving the Intermediary including (without

limitation of the foregoing) bankruptcy, dissolution, administration, winding up

or seizure of assets; or

(f) any conduct by the Intermediary or any Appointed Representative which, by association, may be prejudicial to the Bank’s business or reputation;

and the Intermediary shall keep the Bank advised in writing of anyfacts known to it within the scope of this paragraph 11.2.

11.3 Any termination of this Agreement by the Bank shall be without prejudice to any other remediesthat the Bank may be able to pursue against the Intermediary, including any accruedrights.

11.4 Upon termination, the Intermediary shall:

(a) return to the Bank as soon as reasonably practicable any property belonging to it;

(b) cease any and all promotion of the Business;

termination taking effect or on the date such sum is ascertained (if later).

11.5 In the event of termination of this Agreement pursuant to clause 11.2, the Bank reserves theright to withhold any Payments other than those accrued to the date of the termination

12 NOTICES

12.1 Any notice to be served under this Agreement shall be in writing and signed by or on behalf of the party giving it and shall be served by sending thenotice by facsimile or first class prepaid post in the case of the Bank, to the registered officefor the attention of the Mortgage Supervisor and in the case of the Intermediary to the last addressknown to the Bank. Any notice shall be deemed to have been received, in the case of:

(a) a facsimile, 12 hours after the time of dispatch; and

(b) first class prepaid post, 48 hours from the time of posting.

13 APPLICABLE LAW AND JURIDICTION

13.1 This Agreement shall be governed by and construed in accordance with the laws of Englandand to the exclusive jurisdiction of the courts of England and Wales.

14 MISCELLANEOUS

14.1 Any failure or delay by either party to exercise or enforce any rights under this Agreement and/or in law shall not be deemed to operate as a waiver of any such rights

nor prejudice their enforcement in any way.

14.2 Except as provided in this Agreement the Intermediary may not assign, transfer orsubcontract or otherwise dispose of, in whole or in part, any of its rights or obligations without the Bank’s prior written consent.

14.3 This Agreement represents the entire understanding between the parties and supersede any previous agreement or arrangement, whether oral, written or implied.

14.4 The parties do not intend that any term should be enforceable as a result of the Contracts(Right of Third Parties) Act 1999 by any person who is not party to this Agreement.

14.5 In the event that any provision in this Agreement shall be declared void, voidable, illegal or otherwise unenforceable by a judicial or other competent authority the partiesagree that any such provision shall be amended in such reasonable manner as achievesthe intention of the parties without conflict with the judicial or other competentauthority and that the enforceability of the remaining provisions shall not be affected.

14.6 The Bank and the Intermediary undertake to act in good faith in relation to the other partyfor so long as the Agreement remains in force and in particular, but without prejudice to theother terms of this Agreement, undertake to discuss any dispute that may arise and seek

an amicable settlement in relation to any such dispute. For the avoidance of doubt, this

will not prejudice the right of either party to take legal proceedings.

14.7 The headings in this agreement shall not affect its construction or interpretation.

14.8 Nothing in this Agreement should be construed as indicating or giving rise to a joint ventureor partnership.

14.9 The Bank may from time to time make such relevant searches and checks in respect of theIntermediary and its owners/principals and any Appointed Representatives (including in relation to credit worthiness).

IN WITNESS whereof the parties have executed this Agreement the day and year first above written

Signed by Charles MorleyRichard Saulet and Jason Oakley

duly authorised for and on behalf of

METRO BANK PLC

Signed by Intermediary Signatory Name

duly authorised for and on behalf of

Intermediary Name

Schedule 1:

List of Approved Mortgage Clubs

Legal and General

Paradigm

The Buy to Let Business

Mortgage Next

PMS

Schedule 2

Residential mortgages – Gross 0.4% Net 0.38%

BTL Mortgages – Gross 0.43% Net 0.41%