Exhibit 10.8
AMENDED AND RESTATED FUNDING 2 CORPORATE SERVICES AGREEMENT
DATED [{circle}], 2006
STRUCTURED FINANCE MANAGEMENT LIMITED
(as CORPORATE SERVICES PROVIDER)
AND
SFM CORPORATE SERVICES LIMITED
(as SHARE TRUSTEE)
AND
PERMANENT HOLDINGS LIMITED
(as HOLDINGS)
AND
PERMANENT FUNDING (NO. 1) LIMITED
(as FUNDING 1)
AND
PERMANENT FUNDING (NO. 2) LIMITED
(as FUNDING 2)
AND
HALIFAX PLC
(as HALIFAX)
AND
THE BANK OF NEW YORK
(as FUNDING 1 SECURITY TRUSTEE and FUNDING 2 SECURITY TRUSTEE)
▇▇▇▇▇ & ▇▇▇▇▇
▇▇▇▇▇ & ▇▇▇▇▇ LLP
CONTENTS
CLAUSE PAGE
1. Definitions and Interpretation........................................ 1
2. Nomination of Directors prior to Service of an Acceleration Notice.... 2
3. Nomination of Directors after Serviceof an Intercompany Loan
Acceleration Notice................................................... 4
4. Provision of Corporate Administrative Services........................ 5
5. Additional Services................................................... 6
6. Confidentiality....................................................... 7
7. Remuneration, Costs and Expenses...................................... 8
8. Engagement of Third Parties........................................... 8
9. Covenant by Holdings.................................................. 8
10. Undertakings by Funding 1............................................. 9
11. Indemnity............................................................. 9
12. Termination........................................................... 9
13. Non-Assignment........................................................ 10
14. Permitted Enforcement................................................. 10
15. The Security Trustee.................................................. 10
16. Notices............................................................... 10
17. Amendments............................................................ 11
18. Invalidity............................................................ 11
19. Non-Exclusive Appointment............................................. 11
20. Contracts (Rights of Third Parties) Act 1999.......................... 11
21. Counterparts.......................................................... 11
22. Delegation............................................................ 11
23. Governing Law......................................................... 12
24. Submission to jurisdiction............................................ 12
Signatories................................................................. 13
THIS AMENDED AND RESTATED FUNDING 2 CORPORATE SERVICES AGREEMENT is made on
[{circle}] 2006
BETWEEN:
(1) STRUCTURED FINANCE MANAGEMENT LIMITED (registered number 3853947) whose
business address is at ▇▇ ▇▇▇▇▇ ▇▇. ▇▇▇▇▇'▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ (▇▇ its
capacity as THE CORPORATE SERVICES PROVIDER);
(2) SFM CORPORATE SERVICES LIMITED (registered number 3920258) whose
registered office is at ▇▇ ▇▇▇▇▇ ▇▇. ▇▇▇▇▇'▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ (▇▇▇ SHARE
TRUSTEE);
(3) PERMANENT HOLDINGS LIMITED (registered number 4267664) whose registered
office is at ▇▇ ▇▇▇▇▇ ▇▇. ▇▇▇▇▇'▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ (HOLDINGS);
(4) PERMANENT FUNDING (NO. 1) LIMITED (registered number 4267660) whose
registered office is at ▇▇ ▇▇▇▇▇ ▇▇. ▇▇▇▇▇'▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ (FUNDING
1);
(5) PERMANENT FUNDING (NO. 2) LIMITED (registered number 4441772) whose
registered office is at ▇▇ ▇▇▇▇▇ ▇▇. ▇▇▇▇▇'▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ (FUNDING 2)
(6) HALIFAX PLC (registered number 02367076), a public limited company
incorporated under the laws of England and Wales, whose registered office
is at ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ (HALIFAX); and
(7) THE BANK OF NEW YORK, a New York banking corporation whose London branch
office is at ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ (in its
capacities as the FUNDING 1 SECURITY TRUSTEE and as the FUNDING 2
SECURITY TRUSTEE).
WHEREAS:
(A) By the Funding 1 Corporate Services Agreement, the Funding 1 Corporate
Services Provider has agreed with, inter alios, the other parties to this
Agreement to provide various corporate administration and personnel
services to each of Holdings and Funding 1 (each a COMPANY and together
the COMPANIES) and Permanent Holdings Limited (PECOH) on the terms and
conditions contained in this Agreement.
(B) Pursuant to a declaration of trust dated 14 June 2002 (the FIRST
DECLARATION OF TRUST) the Share Trustee holds two ordinary shares in the
issued share capital of Holdings on a discretionary trust for the
Beneficiaries (as defined in the First Declaration of Trust).
(C) The parties to the Funding 1 Corporate Services Agreement have agreed to
amend and restate the terms of that Agreement as set out herein,
including to provide for the appointment of the Corporate Services
Provider to provide various corporate and administration and personnel
services to Funding 2 on the same terms as such services are provided by
it to Funding 1.
IT IS HEREBY AGREED as follows:
1. DEFINITIONS AND INTERPRETATION
The amended and restated master definitions and construction schedule
signed by, amongst others, the parties to this Agreement and dated
[{circle}] 2006 (as the same may be amended,
1
restated or supplemented from time to time with the consent of the
parties to this Agreement) (the MASTER DEFINITIONS AND CONSTRUCTION
SCHEDULE) and the master issuer master definitions and construction
schedule signed for the purposes of identification by ▇▇▇▇▇ & Overy LLP
and Sidley Austin on [{circle}] 2006 (as the same may be amended, varied
or supplemented from time to time with the consent of the parties to this
Agreement) (the MASTER ISSUER MASTER DEFINITIONS AND CONSTRUCTION
SCHEDULE) are expressly and specifically incorporated into this Agreement
and, accordingly, the expressions defined in the Master Definitions and
Construction Schedule and the Master Issuer Master Definitions and
Construction Schedule (as so amended, varied or supplemented from time to
time) 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 Master Definitions and Construction Schedule and
the Master Issuer Master Definitions and Construction Schedule.
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 AN ACCELERATION NOTICE
2.1 ENTITLEMENT TO NOMINATE
Prior to the service of an Intercompany Loan 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 each of the Companies (and, in
each case, Halifax shall be deemed to have so nominated ▇▇▇▇▇ ▇▇▇▇▇
as its first nominee in such capacity);
(b) the Corporate Services Provider is entitled to, and shall, nominate
two persons willing to serve in the capacity of director of each of
the Companies (and, in each case, shall be deemed to have so
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
Corporate Services Provider from nominating itself as a corporate
director of any of the above companies; and
(c) the Corporate Services Provider will be entitled to, and shall,
nominate one person willing to serve in the capacity of Company
Secretary of the each of the Companies 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
Corporate Services Provider nominated that person is referred to below as
that person's APPOINTOR.
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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 any of the Companies, it will
promptly:
(a) procure that such director shall acknowledge in writing that he
has no claim of any nature whatsoever against the relevant
Company;
(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.
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 any of the Companies, save that nothing
in this Agreement shall prejudice the right of the Corporate Services
Provider to be remunerated for its services under CLAUSE 7 (Remuneration,
Costs and Expenses) below.
2.5 COMPOSITION OF BOARDS
(a) The Share Trustee undertakes and agrees:
(i) subject to its duties and obligations as Share Trustee under
the First Declaration of Trust and subject to CLAUSE 3.4
(Requests of the Funding 1 Security Trustee and the Funding 2
Security Trustee) that it shall exercise its rights as a
shareholder of Holdings and all rights and powers vested in
it under the Articles of Association of Holdings so as to
procure that the board of directors of Holdings comprises at
all times one nominee of Halifax (provided that Halifax shall
have nominated a person to such office) and two nominees of
the Corporate Services Provider, as provided under CLAUSE 2.1
above; and
(ii) the 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 Holdings will
be resident in the UK (and not in any other jurisdiction) for
the purposes of UK income tax.
(b) Holdings undertakes and agrees:
(i) subject to CLAUSE 3.4 (Requests of the Funding 1 Security
Trustee and the Funding 2 Security Trustee) that it shall
exercise its rights as a shareholder of Funding 1 and Funding
2 and all rights and powers vested in it under the respective
Articles of Association of Funding 1 and Funding 2 so as to
procure that the board of directors of Funding 1 and Funding
2 comprises at all times one nominee of Halifax (provided
that Halifax shall have nominated a person to such office)
and two nominees of the Corporate Services Provider, as
provided under CLAUSE 2.1 above; and
(ii) the 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 Funding
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1 and Funding 2 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 AN INTERCOMPANY LOAN
ACCELERATION NOTICE
3.1 RIGHTS AND POWERS UPON AN INTERCOMPANY LOAN ACCELERATION NOTICE
In the event that an Intercompany Loan Acceleration Notice is served on
Funding 1, Holdings shall exercise its rights as the sole beneficial
owner of one share in Funding 1 and the rights and powers vested in it
under the Articles of Association of Funding 1 so as to procure that:
(a) such new or additional directors of Funding 1 as the Funding 1
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 Funding 1 Security Trustee requests shall
tender their resignation, if so requested by the Funding 1 Security
Trustee,
and nothing shall prevent the Funding 1 Security Trustee from nominating
itself for appointment as a director of Funding 1.
3.2 RIGHTS AND POWERS UPON A MASTER INTERCOMPANY LOAN ACCELERATION NOTICE
In the event that a Master Intercompany Loan Acceleration Notice is
served on Funding 2, Holdings shall exercise its rights as the sole
beneficial owner of one share in Funding 2 and the rights and powers
vested in it under the Articles of Association of Funding 2 so as to
procure that:
(a) such new or additional directors of Funding 2 as the Funding 2
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 Funding 2 Security Trustee requests shall
tender their resignation, if so requested by the Funding 2 Security
Trustee,
and nothing shall prevent the Funding 2 Security Trustee from nominating
itself for appointment as a director of Funding 2.
3.3 TERMS OF APPOINTMENT
Any director nominated or appointed pursuant to CLAUSES 3.1 above shall
be appointed upon such terms (including reasonable remuneration) as may
be agreed in writing between its appointees, the Funding 1 Security
Trustee and the Funding 2 Security Trustee.
3.4 REQUESTS OF THE FUNDING 1 SECURITY TRUSTEE AND THE FUNDING 2 SECURITY
TRUSTEE
For so long as Holdings is the beneficial holder of the whole of the
issued share capital of Funding 1, and in the event (but only in the
event) that the provisions of CLAUSES 3.1 above apply, Holdings
undertakes and agrees, subject to its duties and obligations as trustee
under
4
the First Declaration of Trust, to comply with all requests of the
Funding 1 Security Trustee and the Funding 2 Security Trustee as to:
(a) the exercise of its rights as shareholder of Funding 1 and Funding
2; and
(b) all rights and powers vested in it under the Articles of
Association of Holdings,
in relation to the appointment and/or removal from office by Holdings of
any of the directors of Funding 2.
3.5 RESIGNATION
In the event that an Intercompany Loan Acceleration Notice is served on
Funding 1 or Funding 2, 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 2.3 above.
3.6 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 Corporate Services Provider shall provide all general company
secretarial, registrar and company administration services (the CORPORATE
SERVICES) required by each of the Companies including, without
limitation, the following:
(a) accepting services of process and any other documents or notices to
be served on any of the Companies and prompt notification to the
Company of any legal proceedings initiated of which the company
secretary becomes aware;
(b) procuring the preparation and keeping of the accounts of each of
the Companies by Halifax and such books and records as are required
by any applicable law or otherwise to be kept by each of the
Companies for the proper conduct of the affairs of each Company.
For the avoidance of doubt the 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 any of the Companies;
(c) providing all necessary staff and facilities for each of the
Companies, including the provision of registered office
accommodation for each of the Companies (which shall be at
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇);
(d) in respect of each Company, the maintenance and safe-keeping of the
register of shareholders and corporate records in accordance with
the Articles of Association and
5
the Companies Act, 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;
(e) the convening of the annual shareholders' meeting and the annual
meeting of the directors' of each of the Companies providing
facilities for holding the said meetings and preparing and keeping
minutes of the said meetings;
(f) in respect of each Company, as and when requested by a director of
the Company, the company secretary of the Company or the auditors
of the Company, deliver to such person such information in
connection with the Company as may be in the possession of the
Corporate Services Provider or as may be reasonably obtainable by
it;
(g) in respect of each Company, as and when requested under the terms
of any agreements to which the Company 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 Corporate Services Provider or is
reasonably obtainable by it;
(h) in respect of each Company, the response to company correspondence
and the communication thereof with directors and shareholders as
necessary;
(i) in respect of each Company, at the request of the relevant board of
directors, prepare and forward to the shareholders of such Company
all statements and notices which the board of directors is required
to issue, send or serve in accordance with its Articles of
Association;
(j) in respect of each Company, give, at the request of the relevant
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 relevant Articles of Association;
(k) use of its best efforts to cause each of the Companies (to the
extent that the relevant Company has sufficient funds and other
resources and is otherwise able to do so) to comply with its
obligations under any agreement by which such Company is bound and
under all relevant laws; and
(l) deliver to the Liquidity Facility Provider an Extension Request as
contemplated by CLAUSE 2.3 of the Liquidity Facility Agreement.
5. ADDITIONAL SERVICES
The Corporate Services Provider may agree with the Funding 1 Issuer's[,
the Note Trustee] and/or the Funding 1 Issuer's Security Trustees and/or
the Master Issuer's Note Trustee and/ or the Master Issuer's Security
Trustee to provide certain other supplementary services which any of the
Companies[, the Note Trustee], the Funding 1 Security Trustee and/or the
Funding 2 Security Trustee may from time to time request the 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 Corporate Services Provider (ADDITIONAL
SERVICES).
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6. CONFIDENTIALITY
The 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 any of the Companies by it pursuant to CLAUSE 2
(Nomination of Directors Prior to Service of an Acceleration Notice) and
any agent nominated by it pursuant to this Agreement shall not, and that
the Share Trustee shall not (regardless of whether or not such person
shall still be in office or is still a shareholder), 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 any of the Companies, which such person may have
obtained as a result of (in the case of the 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 any of the Companies, or otherwise have become possessed, and
the 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 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 First
Issuer to the Security Trustee;] and
(g) to disclosure on behalf of any of the Companies of any information
required by the terms of any Transaction Documents to which any of
the Companies is now or becomes a party, to the persons to whom
such disclosure is required by the terms of the relevant Issuer
Transaction Document,
and the Corporate Services Provider hereby agrees to indemnify and hold
harmless Halifax, the Funding 1 Security Trustee, the Funding 2 Security
Trustee and each of the Companies 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 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),
the Share Trustee, the Corporate Services Provider, any of its agents and
each person nominated or deemed nominated by the Corporate Services
Provider as Director of the Issuer and Holdings (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 CLAUSE
6 of this Agreement in their possession or under their control howsoever
held.
7. REMUNERATION, COSTS AND EXPENSES
Until termination of this Agreement pursuant to CLAUSE 12, the Corporate
Services Provider shall be entitled to remuneration under this Agreement
in accordance with a fee letter of even date hereof (the FUNDING 2
CORPORATE SERVICES FEE LETTER).
The remuneration payable pursuant to this CLAUSE 7 shall be borne by
Funding 1 or Funding 2 (as applicable) and payable in accordance with the
terms of the Corporate Services Fee Letter.
Each of the Companies, the Share Trustee[, the Note Trustee], the Funding
1 Security Trustee and the Funding 2 Security Trustee agree that the
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 or Funding 2 (as
applicable), the Corporate Services Provider undertakes, if requested, to
pay in a timely manner, on behalf of each of the Companies, all
operational costs incurred by each of the Companies 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 each of the Companies and to maintain that each of
the Companies is in existence and duly registered.
8. ENGAGEMENT OF THIRD PARTIES
The Corporate Services Provider may appoint agents to perform any of the
duties to be performed by the Corporate Services Provider, provided that
the Corporate Services Provider remains liable for the performance of any
duties by any agent as if such duty had been performed by the Corporate
Services Provider themselves.
The Corporate Services Provider shall not be liable for any loss to the
Issuer arising from the negligence, fraud or wilful misconduct of any
delegate appointed pursuant to this CLAUSE 8 in the event that the
relevant company 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 Corporate Services Provider.
9. COVENANT BY HOLDINGS
Holdings hereby covenants with Funding 1 and the Funding 1 Security
Trustee and Funding 2 and Funding 2 Security Trustee that it shall not
sell, charge, exchange, transfer or otherwise deal in the shares which it
holds in the First Issuer at any time prior to the Final Redemption
relating to the First Issuer or the Master Issuer without the prior
written consent of the Funding 1 Security Trustee and the Funding 2
Security Trustee.
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10. UNDERTAKINGS BY FUNDING 1 AND FUNDING 2
Funding 1 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 Funding 1 is centrally managed and controlled in the UK
for UK tax purposes; and
apply an authorised accruals method of accounting in its statutory
accounts for the purposes of s. 85 of the Finance ▇▇▇ ▇▇▇▇, s. 156(4) of
the Finance ▇▇▇ ▇▇▇▇ and 26 to the Finance ▇▇▇▇ 2002.
11. INDEMNITY
The Companies shall, on written demand of the Corporate Services
Provider, indemnify and hold harmless the Corporate Services Provider and
any officer provided by the Corporate Services Provider and any of the
directors, officers, employees and agents of the 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:
(a) a breach by the Corporate Services Provider of this Agreement; or
(b) the gross negligence, wilful default, dishonesty or fraud of the
Corporate Services Provider, any officer which is provided by the
Corporate Services Provider or any of the directors, officers,
employees or agents of the 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 Corporate Services
Provider. The termination of this Agreement shall not affect the rights
and obligations of the parties arising under this CLAUSE 0 (Indemnity)
prior to such termination.
12. TERMINATION
(a) In respect of rights and obligations relating to any of the
Companies under this Agreement, such rights and obligations shall
terminate automatically on the date falling 90 days after all First
Issuer Secured Obligations are discharged in full; and
(b) This Agreement shall terminate automatically on the date falling 90
days after the termination of the Mortgages Trust Deed.
(c) Notwithstanding CLAUSES 11(a) and 11(b), each of the Companies may
terminate the appointment of its directors or any of them at any
time in accordance with the provisions set down in their respective
Articles of Association.
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(d) The Corporate Services Provider may terminate this Agreement by not
less than three months' 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 Funding 1 in accordance with the Funding 1 Deed of Charge
and Funding 2 in accordance with the Funding 2 Deed of Charge and shall
not be capable of assignment, except with the consent of the Funding 1
Security Trustee and the Funding 2 Security Trustee.
14. PERMITTED ENFORCEMENT
Save as permitted by the First Issuer Deed of Charge or the Master Issuer
Deed of Charge, each of Halifax and the Corporate Services Provider agree
with each of the Companies 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 any of the Companies on any account
whatsoever.
15. THE FUNDING 1 SECURITY TRUSTEE AND THE FUNDING 2 SECURITY TRUSTEE
The Funding 1 Security Trustee and the Funding 2 Security Trustee has
each 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 Corporate Services
Provider or the Companies under or arising from or by virtue of the
Funding 1 Security Trustee and the Funding 2 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: ▇▇▇▇▇▇▇ ▇▇▇▇ (▇▇/▇/▇/▇▇▇), ▇▇▇▇▇▇▇, ▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ (facsimile number ▇▇▇ (▇)▇▇▇ ▇▇▇ ▇▇▇▇) for the
attention of the Head of Mortgage Securitisation, with a copy to
HBOS Treasury Services plc, ▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇,
facsimile number: ▇▇▇ (▇)▇▇ ▇▇▇▇ ▇▇▇▇, for the attention of the
Head of Mortgage Securitisation and Covered Bonds;
(b) in the case of Holdings to: ▇▇ ▇▇▇▇▇ ▇▇. ▇▇▇▇▇'▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇
(facsimile number ▇▇▇ (▇)▇▇ ▇▇▇▇ ▇▇▇▇), for the attention of the
Secretary;
(c) in the case of the Corporate Services Provider to: ▇▇ ▇▇▇▇▇ ▇▇.
▇▇▇▇▇'▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ (facsimile number ▇▇▇ (▇)▇▇ ▇▇▇▇ ▇▇▇▇),
for the attention of the Directors;
(d) in the case of Funding 1 to: ▇▇ ▇▇▇▇▇ ▇▇. ▇▇▇▇▇'▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇
(facsimile number ▇▇▇ (▇)▇▇ ▇▇▇▇ ▇▇▇▇), for the attention of the
Secretary;
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(e) in the case of Funding 2 to: ▇▇ ▇▇▇▇▇ ▇▇. ▇▇▇▇▇'▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇
(facsimile number ▇▇▇ (▇)▇▇ ▇▇▇▇ ▇▇▇▇), for the attention of the
Secretary;
(f) in the case of the Funding 1 Security Trustee [or the Note Trustee]
and the Funding 2 Security Trustee to the Bank of New York, ▇▇▇▇
▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ (facsimile number + 44
(▇)▇▇ ▇▇▇▇ ▇▇▇▇ or + ▇▇ (▇)▇▇ ▇▇▇▇ ▇▇▇▇, for the attention of
Global Structured Finance - Corporate Trust)
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 15.
17. AMENDMENTS
Subject to CLAUSE 25 of the Funding 2 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 Corporate Service Provider shall be entitled to provide services of a
like nature to those to be provided by the Corporate Services Provider
under this Agreement to any other person. The Corporate Services
Provider shall not be deemed to be affected with notice of or to be under
any duty to disclose to the Company any fact or matter which may come to
the notice of the Corporate Services Provider or any employee in the
course of the 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) ▇▇▇ ▇▇▇▇ 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 Corporate Services Provider shall have the power to delegate its
rights and duties in respect of its appointment as the secretary of the
First Issuer to such person as the First Issuer
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and the Security Trustee may approve, notwithstanding which the Corporate
Services Provider shall remain liable hereunder for any act or omission
of any such delegate if such act or omission were its own.
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.
THIS AGREEMENT has been entered into on the date stated at the beginning of
this Agreement.
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SIGNATORIES
SIGNED by )
for and on behalf of )
STRUCTURED FINANCE MANAGEMENT LIMITED )
)
SIGNED by )
for and on behalf of )
SFM CORPORATE SERVICES LIMITED )
SIGNED by )
for and on behalf of )
PERMANENT HOLDINGS LIMITED )
SIGNED by )
for and on behalf of )
PERMANENT FUNDING (NO. 1) LIMITED )
SIGNED by )
for and on behalf of )
PERMANENT FUNDING (NO. 2) LIMITED )
SIGNED by )
for and on behalf of )
HALIFAX PLC )
SIGNED by )
for and on behalf )
THE BANK OF NEW YORK )
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