Exhibit 10.6.1
DRAFT: 25/02/03
THIS AGREEMENT is made on [6th March], 2003
BETWEEN:
(1) STRUCTURED FINANCE MANAGEMENT LIMITED (registered number 3853947) whose
business address is at Xxxxxxxxx Xxxxx, Xxxxxxxxx Xxxx, Xxxxxx XX0X 0XX
(in its capacity as the Second Issuer Corporate Services Provider);
(2) PERMANENT HOLDINGS LIMITED (registered number 4267664) whose registered
office is at Xxxxxxxxx Xxxxx, Xxxxxxxxx Xxxx, Xxxxxx XX0X 0XX
("HOLDINGS");
(3) PERMANENT FINANCING (NO. 2) PLC (registered number 4623188) whose
registered office is at Xxxxxxxxx Xxxxx, Xxxxxxxxx Xxxx, Xxxxxx XX0X
0XX (the "SECOND ISSUER");
(4) HALIFAX PLC (registered number 02367076), a public limited company
incorporated under the laws of England and Wales, whose registered
office is at Xxxxxxx Xxxx, Xxxxxxx, Xxxx Xxxxxxxxx XX0 0XX ("HALIFAX");
and
(5) U.S. BANK NATIONAL ASSOCIATION, a national banking association formed
under the laws of the United States of America, acting through its
office at 0 Xxxxxxx Xxxxxx, 0xx Xxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 (in
its capacities as the Security Trustee and as the Note Trustee).
WHEREAS:
The Second Issuer Corporate Services Provider has agreed with the other parties
to this Agreement to provide various corporate administration and personnel
services to the Second Issuer on the terms and conditions contained in this
Agreement.
IT IS HEREBY AGREED as follows:
1. DEFINITIONS AND INTERPRETATION
The Amended and Restated Master Definitions and Construction Schedule
and the Second Issuer Master Definitions and Construction Schedule,
both signed for the purposes of identification by Xxxxx & Overy and
Sidley Xxxxxx Xxxxx & Xxxx on [5th March], 2003 (as the same may be
amended, varied or supplemented from time to time with the consent of
the parties hereto) are expressly and specifically incorporated into
this Agreement and, accordingly, the expressions defined in the Amended
and Restated Master Definitions and Construction Schedule and the
Second Issuer Master Definitions and Construction Schedule (as so
amended, varied or supplemented) shall, except where the context
otherwise requires and save where otherwise defined herein, have the
meanings in this Agreement, including the Recitals hereto, and this
Agreement shall be construed in accordance with the interpretation
provisions set out in CLAUSE 2 (Interpretation and Construction) of the
Amended and Restated Master Definitions and Construction Schedule and
the Second Issuer Master Definitions and Construction Schedule.
In the event of a conflict between the Amended and Restated Master
Definitions and Construction Schedule and the Second Issuer Master
Definitions and Construction Schedule, the Second Issuer Master
Definitions and Construction Schedule shall prevail.
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In this Agreement each reference to a party shall be deemed to include
its successors and permitted assigns. For this purpose "SUCCESSOR"
means in relation to a party an assignee or successor in title of such
party or any person who, under the laws of its jurisdiction of
incorporation or domicile has assumed the rights and/or obligations of
such party or to whom under such laws the same have been transferred.
2. NOMINATION OF DIRECTORS PRIOR TO SERVICE OF A SECOND ISSUER NOTE
ACCELERATION NOTICE
2.1 ENTITLEMENT TO NOMINATE
Prior to the service of a Second Issuer Note Acceleration Notice and
for so long as this Agreement remains in force:
(a) Halifax is entitled to, and shall, nominate one person willing to
serve in the capacity of director of the Second Issuer (and, in
each case, Halifax has nominated Xxxxx Xxxxx as its first nominee
in such capacity);
(b) the Second Issuer Corporate Services Provider is entitled to, and
shall, nominate two persons willing to serve in the capacity of
director of the Second Issuer (and, in each case, has nominated
SFM Directors Limited (registered number 3920254) and SFM
Directors (No. 2) Limited (registered number 4017430) as its
first nominees in such capacity) and nothing herein shall prevent
the Second Issuer Corporate Services Provider from nominating
itself as a corporate director of the Second Issuer; and
(c) the Second Issuer Corporate Services Provider will be entitled
to, and shall, nominate one person willing to serve in the
capacity of Company Secretary of the Second Issuer and has
nominated SFM Corporate Services Limited (registered number
3920255) as its first nominee in such capacity.
2.2 APPOINTOR
In relation to any person nominated or deemed to be nominated under
CLAUSE 2.1 above or CLAUSE 2.3 below, whichever of Halifax or the
Second Issuer Corporate Services Provider nominated that person is
referred to below as that person's "APPOINTOR".
2.3 RESIGNATION OR RETIREMENT OF DIRECTOR
Each appointor hereby confirms to the other that, if the person
nominated or deemed to be nominated by it should resign or retire or
for any other reason cease to act as director of the Second Issuer, it
will promptly:
(a) procure that such director shall acknowledge in writing that he
has no claim of any nature whatsoever against the Second Issuer;
(b) nominate another person willing to act in the relevant capacity;
and
(c) procure the consent of that other person to act in that capacity.
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2.4 ACCEPTANCE OF APPOINTMENT AND PAYMENT
Each appointor shall procure that each of the persons respectively
nominated or deemed to be nominated by it from time to time as provided
above accepts the relevant appointment and acts in the relevant
capacity without fee or remuneration (including, for the avoidance of
doubt, upon resignation or retirement) from the Second Issuer, save
that nothing in this Agreement shall prejudice the right of the Second
Issuer Corporate Services Provider to be remunerated for its services
under CLAUSE 7 (Remuneration, Costs and Expenses) below.
2.5 COMPOSITION OF BOARDS
Holdings undertakes and agrees:
(a) subject to CLAUSE 3.3 (Requests of the Security Trustee) that it
shall exercise its rights as a shareholder of the Second Issuer
and all rights and powers vested in it under the Articles of
Association of the Second Issuer so as to procure that the board
of directors of the Second Issuer comprises at all times one
nominee of Halifax (provided that Halifax shall have nominated a
person to such office) and two nominees of the Second Issuer
Corporate Services Provider, as provided under CLAUSE 2.1 above;
and
(b) the Second Issuer Corporate Services Provider and Halifax shall
procure that at all times a majority (by number) of the directors
nominated by them under CLAUSE 2.1 above, for the Second Issuer
will be resident in the UK (and not in any other jurisdiction)
for the purposes of UK income tax.
3. NOMINATION OF DIRECTORS AFTER SERVICE OF A SECOND ISSUER NOTE
ACCELERATION NOTICE
3.1 RIGHTS AND POWERS UPON SERVICE OF A SECOND ISSUER NOTE ACCELERATION
NOTICE
In the event that a Second Issuer Note Acceleration Notice is served on
the Second Issuer, Holdings shall exercise its rights as the sole
beneficial owner of all of the shares in the Second Issuer, and the
rights and powers vested in it under the Articles of Association of the
Second Issuer so as to procure that:
(a) such new or additional directors of the Second Issuer as the
Security Trustee shall direct shall be duly appointed; and
(b) such of the directors nominated pursuant to CLAUSES 2.1
(Entitlement to Nominate) or 2.3 (Resignation or Retirement of
Director) above as the Security Trustee requests shall tender
their resignation, if so requested by the Security Trustee,
and nothing shall prevent the Security Trustee from nominating itself
for appointment as a director of the Second Issuer.
3.2 TERMS OF APPOINTMENT
Any director nominated or appointed pursuant to CLAUSE 3.1 above shall
be appointed upon such terms (including reasonable remuneration) as may
be agreed in writing between the appointees and the Security Trustee.
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3.3 REQUESTS OF THE SECURITY TRUSTEE
For so long as Holdings is the beneficial holder of the whole of the
issued share capital of the Second Issuer, and in the event (but only
in the event) that the provisions of CLAUSE 3.1 above apply Holdings
undertakes and agrees to comply with all requests of the Security
Trustee as to:
(a) the exercise of its rights as shareholder of the Second Issuer;
and
(b) all rights and powers vested in it under the Articles of
Association of the Second Issuer,
in relation to the appointment and/or removal from office by Holdings
of any of the directors of the Second Issuer.
3.4 RESIGNATION
In the event that a Second Issuer Note Acceleration Notice is served on
the Second Issuer, any appointment of a director in office at such time
validly made pursuant to CLAUSES 2.1 (Entitlement to Nominate) or 2.3
(Resignation or Retirement of Director) above shall continue to be
effective in accordance with the provisions of this Agreement unless
and until such director has resigned pursuant to CLAUSE 3.1(b) above.
3.5 NO RECOURSE
The obligations of the parties hereto under this Agreement are solely
the corporate obligations of each of the parties.
No recourse shall be had in respect of any obligation or claim arising
out of or based upon this Agreement against any employee, officer or
director of any of the parties hereto, save where the claim, demand,
liability, cost or expense in connection therewith arises from the
gross negligence, wilful default or breach of duty of such employee,
officer or director of the respective party.
4. PROVISION OF CORPORATE ADMINISTRATIVE SERVICES
Until termination of this Agreement pursuant to CLAUSE 12
(Termination), the Second Issuer Corporate Services Provider shall
provide all general company secretarial, registrar and company
administration services (the "CORPORATE SERVICES") required by the
Second Issuer including, without limitation, the following:
(a) procuring the preparation and keeping of the accounts of the
Second Issuer by Halifax and such books and records as are
required by any applicable law or otherwise to be kept by the
Second Issuer for the proper conduct of the affairs of the Second
Issuer. For the avoidance of doubt the Second Issuer Corporate
Services Provider shall not be responsible for (i) maintaining
the accounting records or (ii) drawing up draft accounts in
preparation for the annual audit of the Second Issuer;
(b) providing all necessary staff and facilities for the Second
Issuer, including the provision of registered office
accommodation for the Second Issuer (which shall as at the date
of this Agreement be at Xxxxxxxxx Xxxxx, Xxxxxxxxx Xxxx, Xxxxxx
XX0X 0XX);
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(c) the maintenance and safe-keeping of the register of shareholders
and corporate records in accordance with the Articles of
Association and the Companies Xxx 0000, issuing share
certificates, and effecting share transfers and filing (insofar
as the relevant board of directors have duly approved, signed and
delivered the same and monies in respect of applicable fees are
made available to the company secretary) any applicable statutory
returns and tax filings in England and Wales;
(d) the convening of the annual shareholders' meeting and the annual
meeting of the directors' of the Second Issuer providing
facilities for holding the said meetings and preparing and
keeping minutes of the said meetings;
(e) accepting services of process and any other documents or notices
to be served on the Second Issuer and prompt notification to the
Second Issuer of any legal proceedings initiated of which the
company secretary becomes aware;
(f) as and when requested by a director of the Second Issuer, the
company secretary of the Second Issuer or the auditors of the
Second Issuer, deliver to such person such information in
connection with the Second Issuer as may be in the possession of
the Second Issuer Corporate Services Provider or as may be
reasonably obtainable by it;
(g) as and when requested under the terms of any agreements to which
the Second Issuer is party, the delivery to any person entitled
to it under such terms of such information or documents which is
(i) provided for under such agreements, and (ii) in the
possession of the Second Issuer Corporate Services Provider or is
reasonably obtainable by it;
(h) the response to company correspondence and the communication
thereof with directors and shareholders as necessary;
(i) at the request of the relevant board of directors, prepare and
forward to the shareholders of such Second Issuer all statements
and notices which the board of directors is required to issue,
send or serve in accordance with the Articles of Association;
(j) give, at the request of the board of directors, any directions
and information to any providers or services (such as auditors,
accountants, financial or management advisers or attorneys) or
other agents appointed by the board of directors pursuant to the
Articles of Association; and
(k) use of its best efforts to cause the Second Issuer (to the extent
that the Second Issuer has sufficient funds and other resources
and is otherwise able to do so) to comply with its obligations
under any agreement by which the Second Issuer is bound and under
all relevant laws.
5. ADDITIONAL SERVICES
The Second Issuer Corporate Services Provider may agree with the Note
Trustee and/or the Security Trustee to provide certain other
supplementary services which the Second Issuer, the Note Trustee and/or
the Security Trustee may from time to time request the Second Issuer
Corporate Services Provider to carry out, or that the Corporate Service
Provider deems necessary as being ancillary to the statutory duties of
the Directors nominated by the Second Issuer Corporate Services
Provider ("ADDITIONAL SERVICES").
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6. CONFIDENTIALITY
The Second Issuer Corporate Services Provider shall not, and hereby
undertakes to procure that each person nominated or deemed to be
nominated as director or company secretary of the Second Issuer by it
pursuant to CLAUSE 2 (Nomination of Directors Prior to Service of a
Second Issuer Note Acceleration Notice) and any agent nominated by it
pursuant to this Agreement shall not, and that Holdings shall not at
any time disclose to any person, firm or company whatsoever, and shall
treat as confidential, any information relating to the business,
finances or other matters of Halifax, or the Second Issuer, which such
person may have obtained as a result of (in the case of the Second
Issuer Corporate Services Provider) its role under this Agreement or as
employer or principal to any such director, shareholder or agent and
(in the case of any such director, shareholder or agent) his or its
position as director, shareholder or agent of the Second Issuer, or
otherwise have become possessed, and the Second Issuer Corporate
Services Provider shall use its best endeavours to prevent any such
disclosure, provided however that the provisions of this CLAUSE 6 shall
not apply:
(a) to the disclosure of any information already known to the
recipient otherwise than as a result of a breach of this
CLAUSE 6;
(b) to the disclosure of any information which is or becomes public
knowledge otherwise than as a result of such disclosure being
made in breach of this CLAUSE 6, or as a result of the
unauthorised or improper conduct of the recipient;
(c) to the extent that disclosure is required pursuant to any law or
order of any court or pursuant to any direction, request or
requirement (whether or not having the force of law) of any
central bank or any governmental or other regulatory or taxation
authority (including, without limitation, any official bank
examiners or regulators or the Financial Services Authority in
its capacity as the UK Listing Authority);
(d) to the disclosure of any information to professional advisers to,
or agents of, the Second Issuer Corporate Services Provider,
Halifax or any of the Rating Agencies who receive the same under
a duty of confidentiality;
(e) to the disclosure of any information with the consent of all the
parties hereto or to the Note Trustee;
(f) to the disclosure of any information in respect of the Second
Issuer to the Security Trustee; and
(g) to disclosure on behalf of the Second Issuer of any information
required by the terms of any Transaction Documents to which the
Second Issuer is now or becomes a party, to the persons to whom
such disclosure is required by the terms of the relevant
Transaction Document,
and the Second Issuer Corporate Services Provider hereby agrees to
indemnify and hold harmless Halifax, the Security Trustee and the
Second Issuer on an after tax basis for all losses, damages, expenses,
costs, claims and charges arising from or caused by any disclosure of
information by any of the Second Issuer Corporate Services Provider or
any agent appointed by it or any director nominated or deemed to be
nominated by it or any agent appointed by it, which disclosure is made
contrary to the provisions of this CLAUSE 6.
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Upon termination of this Agreement pursuant to CLAUSE 12 (Termination),
Holdings, the Second Issuer Corporate Services Provider, any of its
agents and each person nominated or deemed nominated by the Second
Issuer Corporate Services Provider as Director of the Second Issuer
(regardless of whether or not such a person shall still be in office)
shall forthwith deliver (and in the meantime hold on trust for, and to
the order of Halifax) to Halifax, or as Halifax shall direct, the
information described in this CLAUSE 6 in their possession or under
their control howsoever held.
7. REMUNERATION, COSTS AND EXPENSES
Until termination of this Agreement pursuant to CLAUSE 12
(Termination), the Second Issuer Corporate Services Provider shall be
entitled to remuneration under this Agreement in accordance with a fee
letter of even date hereof (the "SECOND ISSUER CORPORATE SERVICES FEE
LETTER").
The remuneration payable pursuant to this CLAUSE 7 shall be borne by
the Second Issuer and payable in accordance with the terms of the
Second Issuer Corporate Services Fee Letter.
The Second Issuer, the Note Trustee and the Security Trustee agree that
the Second Issuer Corporate Services Provider is not required to
advance, expend or use its own funds or otherwise incur any liability
on its own account in the provision of the Corporate Services or the
Additional Services.
Subject to the timely receipt of funds from Funding 1, the Second
Issuer Corporate Services Provider undertakes, if requested, to pay in
a timely manner, on behalf of the Second Issuer, all operational costs
incurred by the Second Issuer in relation to this Agreement.
Such operational costs shall include legal and auditor's fees, telex,
stationery, facsimile and telephone costs and other fees or expenses
payable to administer the Second Issuer and to maintain that the Second
Issuer is in existence and duly registered.
8. ENGAGEMENT OF THIRD PARTIES
The Second Issuer Corporate Services Provider may appoint agents to
perform any of the duties to be performed by the Second Issuer
Corporate Services Provider, provided that the Second Issuer Corporate
Services Provider remains liable for the performance of any duties by
any agent as if such duty had been performed by the Second Issuer
Corporate Services Provider itself.
The Second Issuer Corporate Services Provider shall not be liable for
any loss to the Second Issuer arising from the negligence, fraud or
wilful misconduct of any delegate appointed pursuant to this CLAUSE 8
in the event that the Second Issuer has given its written consent to
such appointment, except to the extent such loss is caused by the gross
negligence, wilful default, dishonesty or fraud of the Second Issuer
Corporate Services Provider.
9. COVENANT BY HOLDINGS
Holdings hereby covenants with the Security Trustee that it shall not
sell, charge, exchange, transfer or otherwise deal in the shares which
it holds in the Second Issuer at any time prior to the Final Redemption
relating to the Second Issuer without the prior written consent of the
Security Trustee.
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10. UNDERTAKINGS BY THE SECOND ISSUER
The Second Issuer hereby undertakes to:
(a) hold all of its board meetings in the UK;
(b) ensure all of its directors are and will remain residents in the
UK for UK tax purposes;
(c) ensure that the Second Issuer is centrally managed and controlled
in the UK for UK tax purposes; and
(d) apply an authorised accruals method of accounting in its
statutory accounts for the purposes of Section 156(4) of the
Finance Xxx 0000 and Sections 83(1), 83(2) and 83(4) of the
Finance Xxx 0000.
11. INDEMNITY
The Second Issuer shall, on written demand of the Second Issuer
Corporate Services Provider, indemnify and hold harmless the Second
Issuer Corporate Services Provider and any officer provided by the
Second Issuer Corporate Services Provider and any of the directors,
officers, employees and agents of the Second Issuer Corporate Services
Provider at the time of such demand, against any liabilities, actions,
proceedings, claims or demands whatsoever which it or any of them may
incur or be subject to in direct consequence of this Agreement or as a
direct result of the performance of the functions and obligations
provided for under this Agreement except as a result of:
(i) a breach by the Second Issuer Corporate Services Provider of this
Agreement; or
(ii) the gross negligence, wilful default, dishonesty or fraud of the
Second Issuer Corporate Services Provider, any officer which is
provided by the Second Issuer Corporate Services Provider or any
of the directors, officers, employees or agents of the Second
Issuer Corporate Services Provider, as the case may be.
This indemnity shall expressly inure to the benefit of any director,
officer, employee or agent existing or future of the Second Issuer
Corporate Services Provider. The termination of this Agreement shall
not affect the rights and obligations of the parties arising under this
CLAUSE 11 prior to such termination.
12. TERMINATION
(a) In respect of rights and obligations relating to the Second
Issuer under this Agreement, such rights and obligations shall
terminate automatically on the date falling 90 days after all
Second Issuer Secured Obligations are discharged in full.
(b) This Agreement shall terminate automatically on the date falling
90 days after the termination of the Mortgages Trust Deed.
(c) Notwithstanding CLAUSES 12(a) and 12(b), the Second Issuer may
terminate the appointment of its directors or any of them at any
time in accordance with the provisions set down in its Articles
of Association.
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(d) The Second Issuer Corporate Services Provider may terminate this
Agreement by not less than 90 days prior written notice to each
of the parties to this Agreement. Such termination shall take
effect on the date of expiry of the notice or such longer period
as the parties may agree.
13. NON-ASSIGNMENT
The rights and obligations of the parties hereto are personal and, save
in the case of the Second Issuer in accordance with the Second Issuer
Deed of Charge, shall not be capable of assignment, except with the
consent of the Security Trustee.
14. PERMITTED ENFORCEMENT
Save as permitted by the Second Issuer Deed of Charge, each of Halifax
and the Second Issuer Corporate Services Provider agree with the Second
Issuer that it shall not take any steps for the purpose of recovering
any sum under or in connection with this Agreement and shall not in any
event take any steps to procure the winding-up, administration or
liquidation of the Second Issuer on any account whatsoever.
15. THE SECURITY TRUSTEE
The Security Trustee has agreed to become a party to this Agreement for
the better preservation and enforcement of its rights under this
Agreement but shall have no obligation or liability whatsoever to the
Second Issuer Corporate Services Provider or the Second Issuer under or
arising from or by virtue of the Security Trustee joining as a party to
this Agreement.
16. NOTICES
Any notices to be given pursuant to this Agreement to any of the
parties hereto shall be sufficiently served if sent by prepaid first
class post or facsimile transmission and shall be deemed to be given
(in the case of facsimile transmission) when despatched or (in the case
of first class post) when it would be received in the ordinary course
of the post and shall be sent:
(a) in the case of Halifax to: Xxxxxxx Xxxx, Xxxxxxx, Xxxx Xxxxxxxxx
XX0 0XX, facsimile number: +44 (01422) 391777, for the attention
of the Mortgage Securitisation Manager;
(b) in the case of the Second Issuer and Holdings to: Xxxxxxxxx
Xxxxx, Xxxxxxxxx Xxxx, Xxxxxx XX0X 0XX, facsimile number: +44
(000) 0000 0000, for the attention of the Secretary;
(c) in the case of the Second Issuer Corporate Services Provider to:
Xxxxxxxxx Xxxxx, Xxxxxxxxx Xxxx, Xxxxxx XX0X 0XX, facsimile
number: x00 (000) 0000 0000, for the attention of the Directors;
(d) in the case of the Security Trustee or the Note Trustee to: 0
Xxxxxxx Xxxxxx, 0xx Xxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000,
(facsimile number + 0 (000) 000 0000) for the attention of
Corporate Trust Services,
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or to such other address or facsimile number or for the attention of
such other person or entity as may from time to time be notified by any
party to the others by written notice in accordance with the provisions
of this CLAUSE 16.
17. AMENDMENTS
Subject to Clause 25 of the Funding 1 Deed of Charge (Supplemental
Provisions Regarding the Security Trustee), any amendments to this
Agreement will be made only with the prior written consent of each
party to this Agreement.
18. INVALIDITY
The invalidity or enforceability of any part of this Agreement shall
not prejudice or affect the validity or enforceability of the
remainder.
19. NON-EXCLUSIVE APPOINTMENT
The Second Issuer Corporate Services Provider shall be entitled to
provide services of a like nature to those to be provided by the Second
Issuer Corporate Services Provider under this Agreement to any other
person. The Second Issuer Corporate Services Provider shall not be
deemed to be affected with notice of or to be under any duty to
disclose to the Second Issuer any fact or matter which may come to the
notice of the Second Issuer Corporate Services Provider or any employee
in the course of the Second Issuer Corporate Services Provider
rendering similar services to other persons in the course of business
in any other capacity or in any manner whatsoever otherwise than in the
course of carrying out its duties hereunder.
20. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT, 1999
Except as otherwise provided in CLAUSE 13 (Non-Assignment), a person
who is not a party to this Agreement has no rights under the Contracts
(Rights of Third Parties) Xxx 0000 to enforce any term of this
Agreement.
21. COUNTERPARTS
(a) This Agreement may be executed in any number of counterparts
(manually or by facsimile), and by the parties on separate
counterparts, but shall not be effective until each party has
executed at least one counterpart.
(b) Each counterpart shall constitute an original, but all the
counterparts shall together constitute but one and the same
instrument.
22. DELEGATION
The Second Issuer Corporate Services Provider shall have the power to
delegate its rights and duties in respect of its appointment as the
secretary of the Second Issuer to such person as the Second Issuer and
the Security Trustee may approve, notwithstanding which the Second
Issuer Corporate Services Provider shall remain liable hereunder for
any act or omission of any such delegate if such act or omission were
its own.
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23. GOVERNING LAW
This Agreement is governed by, and shall be construed in accordance
with, the laws of England.
24. SUBMISSION TO JURISDICTION
Each party to this Agreement hereby irrevocably submits to the
non-exclusive jurisdiction of the English courts in any action or
proceeding arising out of or relating to this Agreement, and hereby
irrevocably agrees that all claims in respect of such action or
proceeding may be heard and determined by such courts. Each party to
this Agreement hereby irrevocably waives, to the fullest extent it may
possibly do so, any defence or claim that the English courts are an
inconvenient forum for the maintenance or hearing of such action or
proceeding.
IN WITNESS WHEREOF the parties hereto have executed this Agreement on the date
first mentioned above.
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SIGNATORIES
SIGNED by )
for and on behalf of )
STRUCTURED FINANCE MANAGEMENT LIMITED )
)
SIGNED by )
for and on behalf of )
PERMANENT HOLDINGS LIMITED )
SIGNED by )
for and on behalf of )
PERMANENT FINANCING (NO. 2) PLC )
SIGNED by )
for and on behalf of )
HALIFAX PLC )
SIGNED by )
for and on behalf )
U.S. BANK NATIONAL ASSOCIATION )
DATED [6TH MARCH], 2003
STRUCTURED FINANCE MANAGEMENT LIMITED
and
PERMANENT HOLDINGS LIMITED
and
PERMANENT FINANCING (NO. 2) PLC
and
HALIFAX plc
and
U.S. BANK NATIONAL ASSOCIATION
-------------------------------------------------------
SECOND ISSUER CORPORATE SERVICES AGREEMENT
-------------------------------------------------------
XXXXX & XXXXX
London
ICM:641689.4
CONTENTS
CLAUSE PAGE
------ ----
1. Definitions and Interpretation.......................................................................1
2. Nomination of Directors Prior to Service of a Second Issuer Note Acceleration Notice.................2
3. Nomination of Directors After Service of a Second Issuer Note Acceleration Notice....................3
4. Provision of Corporate Administrative Services.......................................................4
5. Additional Services..................................................................................5
6. Confidentiality......................................................................................6
7. Remuneration, Costs and Expenses.....................................................................7
8. Engagement of Third Parties..........................................................................7
9. Covenant by Holdings.................................................................................7
10. Undertakings by the Second Issuer....................................................................8
11. Indemnity............................................................................................8
12. Termination..........................................................................................8
13. Non-Assignment.......................................................................................9
14. Permitted Enforcement................................................................................9
15. The Security Trustee.................................................................................9
16. Notices..............................................................................................9
17. Amendments..........................................................................................10
18. Invalidity..........................................................................................10
19. Non-Exclusive Appointment...........................................................................10
20. Contracts (Rights of Third Parties) Act, 1999.......................................................10
21. Counterparts........................................................................................10
22. Delegation..........................................................................................10
23. Governing Law.......................................................................................11
24. Submission to Jurisdiction..........................................................................11
SIGNATORIES..................................................................................................12
