XXXXXXXX LIMITED LIABILITY PARTNERSHIP
CHANCE
CONFORMED COPY
TURQUOISE CARD BACKED SECURITIES PLC
as Issuer
TURQUOISE FUNDING 1 LIMITED
as Loan Note Issuer and Investor Beneficiary
and
HSBC BANK PLC
as Bank Account Operator and Account Bank
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BANK ACCOUNT OPERATING AGREEMENT
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EXECUTION COPY
CONTENTS
CLAUSE PAGE
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1. Interpretation..................................................... 1
2. Services Provided By The Bank Account Operator..................... 2
3. Sub-Contracting.................................................... 4
4. Agency Provisions.................................................. 5
5. Retirement Of The Bank Account Operator............................ 5
6. Representations Of The Loan Note Issuer............................ 6
7. Undertakings Of The Bank Account Operator.......................... 7
8. Bank Account Operator's Liability And Indemnity.................... 8
9. Records And Reports................................................ 8
10. Fees Of The Bank Account Operator.................................. 9
11. No Liability And No Petition....................................... 9
12. Assignment And Sub-Contracting..................................... 10
13. No Conflict Of Interest............................................ 10
14. Jurisdiction....................................................... 10
EXECUTION COPY
THIS AGREEMENT is made on 23 May 2006
BETWEEN:
(1) TURQUOISE CARD BACKED SECURITIES PLC (registered number 5506646), whose
principal place of business is at c/o Wilmington Trust SP Services (London)
Limited, Tower 42 (Level 11), 00 Xxx Xxxxx Xxxxxx, Xxxxxx XX0X 0XX (the
"ISSUER").
(2) TURQUOISE FUNDING 1 LIMITED, a private limited liability company
incorporated in Jersey with registration number 92327 and having its
registered office at 00 Xxx Xxxxxx, Xx Xxxxxx, Xxxxxx, in its capacities as
the loan note issuer (the "LOAN NOTE ISSUER") and as investor beneficiary
(the "INVESTOR BENEFICIARY"); and
(3) HSBC BANK PLC, whose registered office is at 0 Xxxxxx Xxxxxx, Xxxxxx, X00
0XX, in it capacities as the account bank and bank account operator (acting
through its registered office as "ISSUER ACCOUNT BANK" and "ISSUER ACCOUNT
BANK OPERATOR" and through its Jersey Branch (PO Xxx 00, 0 Xxxxxxx Xxxxx,
Xx Xxxxxx, Xxxxxx, XX0 0XX) as "LNI ACCOUNT BANK" (together with the Issuer
Account Bank, the "ACCOUNT BANK") and "LNI ACCOUNT BANK OPERATOR" (together
with the Issuer Account Bank Operator, the "ACCOUNT BANK OPERATOR").
WHEREAS
(A) In various circumstances the Issuer and the Loan Note Issuer will exercise
certain rights and powers in relation to all their bank accounts and any
other account opened by them in connection with the Programme from time to
time (collectively the "ACCOUNTS") and other matters referred to herein.
(B) Pursuant to the terms and conditions of this Agreement, the Issuer, the
Loan Note Issuer and the Bank Account Operator have agreed that the Issuer
and the Loan Note Issuer will each appoint the Bank Account Operator as the
bank account operator of their Accounts and the Issuer and the Loan Note
Issuer will accordingly each entrust the matters referred to in recital (A)
above to the Bank Account Operator.
NOW IT IS HEREBY AGREED as follows:
1. INTERPRETATION
1.1 DEFINITIONS
Unless otherwise defined in this Agreement or the context requires
otherwise, words and expressions used in this Agreement have the meanings
and constructions ascribed to them in the Master Definitions Schedule set
out in Schedule 1 (Master Definitions Schedule) (the "MASTER DEFINITIONS
SCHEDULE") of the Issuer Master Framework Agreement relating to the
Turquoise Card Backed Securities Medium Term Note Programme (the "MASTER
FRAMEWORK AGREEMENT") which is dated on or about the date of this Agreement
and signed for the purpose of identification by, amongst others, each of
the parties to this Agreement.
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1.2 INCORPORATION OF COMMON TERMS
The Common Terms apply to this Agreement and shall be binding on the
parties to this Agreement as if set out in full in this Agreement.
1.3 CONFLICT WITH COMMON TERMS
If there is any conflict between the provisions of the Common Terms and the
provisions of this Agreement, the provisions of this Agreement shall
prevail.
1.4 OBLIGOR/OBLIGEE
Paragraph 1 (Further Assurance) of the Common Terms applies to this
Agreement as if set out in full in this Agreement and as if the Issuer were
the Obligor and the Bank Account Operator an Obligee for the purposes of
such Paragraph.
1.5 GOVERNING LAW
This Agreement and all matters arising from or connected with it shall be
governed by English law in accordance with Paragraph 26 (Governing Law) of
the Common Terms.
1.6 REPRESENTATIONS AND WARRANTIES
The Issuer gives certain representations and warranties to the Note Trustee
on the terms set out in Schedule 4 (Issuer's Representations and
Warranties) of the Master Framework Agreement.
1.7 COVENANTS
The Issuer covenants with the Note Trustee on the terms set out in Schedule
5 (Issuer Covenants) of the Master Framework Agreement.
2. SERVICES PROVIDED BY THE BANK ACCOUNT OPERATOR
2.1
2.1.1 Each of the Issuer and the Loan Note Issuer appoints the Bank Account
Operator to (1) act as its bank account operator in order to
implement, administer and carry out those responsibilities and
obligations of, or with respect to, the Issuer and the Loan Note
Issuer which are set out in paragraph 2.1.2 of this Agreement, under
and in connection with the Receivables Trust Deed and Servicing
Agreement, any related supplement thereto, the Security Trust Deed,
any related supplement thereto and any related Loan Note, the Note
Trust Deed, any related supplement thereto, the Notes, the Issuer
Distribution Account Bank Agreement, the Loan Note Issuer Account
Bank Agreement, the Agency Agreement and any Related Documents and/or
any matter contemplated by any of the said documents, and (2)
provide, from time to time, copies to any Rating Agency of any report
(in connection with the Security Trust Deed and any related Loan
Note) prepared and/or provided by the Servicer, the Issuer or the
Loan Note Issuer to the Bank Account Operator.
2.1.2 Subject to the security created over each Issuer Distribution Account
pursuant to the Note Trust Deed and any related supplement and each
Series Loan Note
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Issuer Distribution Account pursuant to the Security Trust Deed and
any related supplement, the authority granted to and obligations
accepted by the Bank Account Operator pursuant to Clause 2.1.1 shall
comprise the following:
(a) giving directions on behalf of the Issuer and the Loan Note
Issuer, as the case may be, in relation to the movement of
monies from the Accounts in accordance with the Issuer's and
Loan Note Issuer's respective obligations under the documents
and arrangements referred to in Clause 2.1.1 taking into account
all information received from the Issuer, the Loan Note Issuer,
the Account Bank and the Servicer and taking into account any
expenses loan agreement or swap agreement entered into by the
Issuer;
(b) calculating payments to be made (a) by the Loan Note Issuer and
(b) by the Issuer in accordance with the Issuer's and Loan Note
Issuer's respective obligations under the documents and
arrangements referred to in Clause 2.1.1;
(c) recording credit and debit entries (as applicable) to each
relevant ledger of the Accounts and make the records of such
entries available to the Account Bank at all times;
(d) subject to this Agreement, implementing any directions of the
Issuer or the Loan Note Issuer in relation to the Accounts and
the matters arising from this Agreement;
(e) subject to this Agreement, providing copies of reports to third
parties, in accordance with the Issuer's and Loan Note Issuer's
respective obligations under the documents and arrangements
referred to in Clause 2.1.1;
(f) dealing with third parties (including any expenses loan
provider, any Rating Agency, the Note Trustee, the Security
Trustee, the Receivables Trustee, the Account Bank, the
Servicer, any substitute servicer and any other Person) in
relation to any amount received or payable by or to the Loan
Note Issuer or the Issuer;
(g) subject always to the Relevant Documents, taking or refraining
from taking any other action whatsoever in relation to the
Accounts and the movement of monies thereon which may be taken
or not taken, pursuant to the Relevant Documents, by the Issuer,
the Loan Note Issuer or the Bank Account Operator;
(h) using all reasonable endeavours to ensure that each Mandate
relating to each Account will continue to be operative and will
not be changed without the prior written consent of the Issuer
or the Loan Note Issuer (as applicable);
(i) at the close of business of each Business Day, procuring that
the funds standing to the credit of any Account are invested in
Permitted Investments in accordance with the instructions of the
Issuer or the Loan Note Issuer (as applicable, but subject at
all times to their respective
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obligations under the documents and arrangements referred to in
Clause 2.1.1);
(j) procuring that all amounts standing to the credit of any Account
from time to time which are not invested will carry interest at
such rate as may be agreed with the Account Bank pursuant to the
relevant Issuer Distribution Account Bank Agreement or the
relevant Loan Note Issuer Account Bank Agreement (as applicable)
and the relevant Mandate corresponding to such Account; and
(k) conducting, any other activities by agreement between the
Issuer, the Loan Note Issuer (or any Person acting on each of
their behalf) and the Bank Account Operator,
in each case for and on behalf of the Issuer or the Loan Note Issuer
as contemplated in the Security Trust Deed, any related supplement
thereto and any related Loan Note, the Note Trust Deed and any
related supplement thereto and the Expenses Loan Agreement.
2.2 The Bank Account Operator hereby agrees:
2.2.1 save as provided herein, not to enter into, on behalf of the Issuer
or the Loan Note Issuer, any commitments, loans or obligations or
otherwise restrict or dispose of the Issuer or the Loan Note Issuer's
property or assets and subject to any applicable law, regulation or
order of any court generally not to take any action which would be
inconsistent with the business of the Issuer or the Loan Note Issuer
or in breach of the Issuer or the Loan Note Issuer's constitutive
documents or in breach of any of the Relevant Documents to which the
Issuer or the Loan Note Issuer is or becomes a party; and
2.2.2 to keep confidential all documents, materials and other information
(including any reports described in Clause 2.1.1 relating to the
business of the Issuer or the Loan Note Issuer and not to disclose
any of the aforesaid to any person other than the Issuer or the Loan
Note Issuer without the prior consent of the Issuer or the Loan Note
Issuer unless required to do so by any applicable law, regulation or
order of any court PROVIDED THAT disclosure to any person for the
purposes of the performance of their contractual obligations towards
the Issuer or the Loan Note Issuer (or the Bank Account Operator)
pursuant to the Relevant Documents, or the exercise of their rights
thereunder, is permitted,
PROVIDED THAT nothing in this Clause 2.2 shall obligate the Bank
Account Operator to carry out any duties in relation to the Relevant
Documents to which the Issuer or the Loan Note Issuer is or becomes a
party which have been delegated by the Issuer or the Loan Note Issuer
specifically to other persons pursuant to such Relevant Documents.
3. SUB-CONTRACTING
The Bank Account Operator may appoint any company in the same group of
companies as the Bank Account Operator as its sub-agent, sub-contractor or
representative to carry out or to assist the Bank Account Operator to carry
out all or any part of the services to
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be provided by it under this Agreement PROVIDED THAT no such delegation
shall relieve the Bank Account Operator of its obligations under this
Agreement.
4. AGENCY PROVISIONS
4.1 The Bank Account Operator may rely upon any communication or document
reasonably believed by it to be genuine.
4.2 The Bank Account Operator shall promptly inform the Issuer or the Loan Note
Issuer of the contents of any notice or document received by it from any of
the parties to any of the Relevant Documents to which the Issuer or the
Loan Note Issuer is or becomes a party which the Bank Account Operator
considers to be extraordinary in the context of the Issuer or the Loan Note
Issuer's day-to-day operation.
4.3 Notwithstanding anything to the contrary expressed or implied herein, the
Bank Account Operator shall not:
4.3.1 be bound to account to the Issuer or the Loan Note Issuer for any sum
or the profit element of any sum received by it for its own account;
or
4.3.2 be bound to disclose to any other person any information relating to
the Issuer or the Loan Note Issuer if such disclosure would or might
in its opinion constitute a breach of the law or regulation or be
otherwise actionable at the suit of any person.
4.4 The Bank Account Operator does not accept any responsibility for the
legality, validity, effectiveness, adequacy or enforceability of any of the
Relevant Documents save as regards matters relevant to its own capacity to
enter into and perform its obligations thereunder.
5. RETIREMENT OF THE BANK ACCOUNT OPERATOR
5.1 The Bank Account Operator may retire its appointment hereunder at any time
without assigning any reason therefor by giving written notice to that
effect to the Issuer or the Loan Note Issuer PROVIDED THAT the retirement
of the Bank Account Operator shall not be effective until a replacement
acceptable to the Issuer and the Loan Note Issuer (such acceptance not to
be unreasonably withheld) for the Bank Account Operator is appointed and
such replacement has agreed to act as the Bank Account Operator for the
purposes hereof.
5.2 The Issuer or the Loan Note Issuer:
5.2.1 may require the Bank Account Operator to retire its appointment
hereunder at any time by giving written notice to that effect to the
Bank Account Operator (PROVIDED THAT the retirement shall not be
effective until a replacement acceptable to the Issuer and the Loan
Note Issuer has been appointed); and
5.2.2 shall require the Bank Account Operator to so retire (PROVIDED THAT
the retirement shall not be effective until a replacement acceptable
to the Issuer or the Loan Note Issuer has been appointed) if:
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(a) the Bank Account Operator defaults in the payment on the due
date of any payment to be made by it under this Agreement and
such default continues unremedied for a period of two Business
Days;
(b) the Bank Account Operator defaults in any material respect in
the performance or observance of any of its other undertakings
and obligations under this Agreement and such default continues
unremedied for a period of ten Business Days after the receipt
by the Bank Account Operator of written notice from the Issuer
or the Loan Note Issuer requiring the same to be remedied;
(c) the Bank Account Operator becomes insolvent or bankrupt or
unable to pay, or generally is not paying, its debts as such
debts become due, or takes any action for the purposes of
entering into any winding-up, dissolution, bankruptcy,
reorganisation, receivership or similar proceedings analogous in
purpose or effect, or any order is made by any competent court
or any resolution is passed for the appointment of a liquidator,
trustee in bankruptcy or similar officer of the Bank Account
Operator, or the Bank Account Operator appoints or suffers the
appointment of any receiver, trustee or similar officer of the
whole or a substantial part of its assets or business or enters
into any composition, restructuring or renegotiation of debt
with its general creditors; or
(d) the Bank Account Operator is subject to any material litigation,
arbitration or administrative proceeding or claim which would,
if adversely determined, be in the opinion of the Issuer or the
Loan Note Issuer, acting reasonably, materially prejudicial to
its interests.
5.3 If a successor to the Bank Account Operator is appointed pursuant to
Clauses 5.1 or 5.2 then, upon a replacement Bank Account Operator agreeing
to act as such:
5.3.1 the retiring Bank Account Operator shall be discharged from any
further obligation hereunder other than any liability or obligation
accrued at the date of its retirement; and
5.3.2 its successor and each of the other parties hereto shall have the
same rights and obligations amongst themselves as they would have had
if such successor had been an original party hereto.
6. REPRESENTATIONS OF THE LOAN NOTE ISSUER
The Loan Note Issuer represents and warrants to the Bank Account Operator
that:
6.1 the execution, delivery and performance by the Loan Note Issuer of this
Agreement (a) are within its corporate powers, (b) has been duly authorised
by all necessary corporate action and (c) does not contravene its
memorandum and articles of association or any law or any contractual
restriction binding on or affecting it;
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6.2 no authorisation or approval or other action by and no notice to or filing
with, any governmental authority or regulatory body is required for the due
execution, delivery and performance by it of this Agreement; and
6.3 this Agreement is the legal, valid and binding obligation of the Loan Note
Issuer (except as may be limited by bankruptcy, insolvency, moratorium and
other similar laws affecting the rights of creditors generally).
7. UNDERTAKINGS OF THE BANK ACCOUNT OPERATOR
The Bank Account Operator undertakes with each of the Issuer and the Loan
Note Issuer that, without prejudice to any of its specific obligations
under this Agreement:
7.1 it will devote to the performance of its obligations under this Agreement
at least the same amount of time and attention, and exercise at least the
same level of skill, care and diligence, in the performance of those
obligations as it would if it were administering its own rights and
obligations as opposed to those of each of the Issuer and the Loan Note
Issuer;
7.2 it will comply with any proper directions, orders and instructions which
either of the Issuer or the Loan Note Issuer may from time to time give to
it in connection with the performance of its obligations under this
Agreement;
7.3 it will use its reasonable endeavours to keep in force all licences,
approvals, authorisations and consents which may be necessary in connection
with the performance of its obligations under this Agreement and shall, so
far as it can reasonably do so, perform its obligations under this
Agreement in such a way as not to prejudice the continuation of any such
approval, authorisation, consent or licence;
7.4 it will observe and perform all the duties and obligations as required by
any Relevant Document to which it is a party to be performed by it in its
capacity as Bank Account Operator;
7.5 it will promptly upon becoming aware thereof notify each of the Issuer and
the Loan Note Issuer in writing of any condition, event, act, matter or
thing which is a breach of any of the representations, warranties,
covenants and undertakings of any of the parties to the Relevant Documents
to which either of the Issuer and the Loan Note Issuer is or becomes a
party contained therein;
7.6 it will make available office facilities, equipment and staff sufficient to
enable it to fulfil its obligations under this Agreement;
7.7 it will not fail in any material respect to comply with any legal,
administrative and regulatory requirements in the performance of its
obligations under this Agreement;
7.8 subject to timely receipt by the Bank Account Operator of sufficient funds
it will make or give directions for the making of all payments on behalf of
each of the Issuer and the Loan Note Issuer required to be made by the Bank
Account Operator pursuant to the Relevant Documents to which each of the
Issuer and the Loan Note Issuer is or becomes a party on their due date and
at or before the time required thereby without set-off or
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counterclaim and (unless required by law to deduct or withhold) without
deduction or withholding for any taxes; and
7.9 it will execute and do all such further documents, acts and things as may
be necessary at any time or times to give effect to this Agreement, of
which it has notice.
8. BANK ACCOUNT OPERATOR'S LIABILITY AND INDEMNITY
8.1 The Bank Account Operator hereby indemnifies and undertakes to keep each of
the Issuer and the Loan Note Issuer and its directors, officers, employees
and agents indemnified against all actions, proceedings, claims, costs and
demands (including costs and reasonable expenses arising therefrom or
incidental thereto) which may be brought against, suffered or incurred by
it or any of them as a result of any failure by the Bank Account Operator
to comply with any of its obligations hereunder where such failure arises
from the negligence, wilful default, dishonesty or fraud of the Bank
Account Operator. This indemnity is, for the avoidance of doubt, in
addition to and without prejudice to any indemnity allowed under any
applicable law.
8.2 The Issuer and the Loan Note Issuer respectively and severally but not
jointly shall, from time to time on demand of the Bank Account Operator,
indemnify and hold harmless the Bank Account Operator, its directors,
officers, employees and agents and any person providing services relating
to its role hereunder at the time of such demand, against any liabilities,
actions, proceedings, claims or demands which it or any of them may incur
or be subject to arising out of or in consequence of this Agreement or as a
result of the performance of the functions and the services provided for
hereunder except as a result of the negligence, wilful default, dishonesty
or fraud of the Bank Account Operator of any of its directors, officers,
employees or agents and any person providing services relating to its role
hereunder as the case may be. This indemnity shall expressly inure to the
benefit of any director, officer, employee or agent existing or future and
to the benefit of any successor of the Bank Account Operator hereunder.
8.3 The termination of this Agreement shall not affect the rights and
obligations of the parties arising hereunder prior to such termination.
9. RECORDS AND REPORTS
9.1 The Bank Account Operator shall keep, for and on behalf of each of the
Issuer and the Loan Note Issuer, any computer and/or physical records
relating to each of the Issuer and the Loan Note Issuer and/or the Accounts
or delivered to the Bank Account Operator on behalf of each of the Issuer
and the Loan Note Issuer (the "RELEVANT FILES") and maintain them in an
adequate form and in such a way that they can clearly be distinguished from
the records relating to other companies maintained by the Bank Account
Operator. The Bank Account Operator shall ensure that the Relevant Files
held by the Bank Account Operator (or to its order) shall at all reasonable
hours be made available for inspection by each of the Issuer and the Loan
Note Issuer or any person acting on its behalf and shall procure that each
of the Issuer and the Loan Note Issuer or any person acting on its behalf
shall be provided with such assistance as either of them may reasonably
require to properly perform their duties. All Relevant Files held by the
Bank Account Operator shall be held by it to the order of each of the
Issuer and the Loan
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Note Issuer. The Bank Account Operator hereby waives any lien to which it
would otherwise be entitled in relation thereto. The Bank Account Operator
shall, on demand by each of the Issuer and the Loan Note Issuer or any
person on its behalf, provide copies (and where copies are not available,
the originals) of the Relevant Files to each of the Issuer and the Loan
Note Issuer.
10. FEES OF THE BANK ACCOUNT OPERATOR
10.1 Any fees payable by each of the Issuer and the Loan Note Issuer to the Bank
Account Operator shall be set out in a letter sent by the Bank Account
Operator to the Issuer and the Loan Note Issuer (as the same may be varied,
amended or replaced from time to time), in the amounts and at the times set
out in such letter.
11. NO LIABILITY AND NO PETITION
11.1 No recourse under any obligation, covenant, or agreement of any party
contained in this Agreement shall be had against any shareholder, officer
or director of the relevant party as such, by the enforcement of any
assessment or by any proceeding, by virtue of any statute or otherwise; it
being expressly agreed and understood that this Agreement is a corporate
obligation of the relevant party and no personal liability shall attach to
or be incurred by the shareholders, officers, agents or directors of the
relevant party as such, or any of them, under or by reason of any of the
obligations, covenants or agreements of such party contained in this
Agreement, or implied therefrom, and that any and all personal liability
for breaches by such party of any such obligations, covenants or
agreements, either at law or by statute or constitution, of every such
shareholder, officer, agent or director is hereby expressly waived by the
other party as a condition of and consideration for the execution of this
Agreement.
11.2 The Bank Account Operator hereby undertakes to each of the Issuer and the
Loan Note Issuer that it will not take any corporate action or other steps
or legal proceedings for the winding up, dissolution or re-organisation or
for the appointment of a receiver, administrative receiver, trustee,
liquidator, sequestrator or similar officer of each of the Issuer and the
Loan Note Issuer or any or all of the revenues and assets of each of the
Issuer and the Loan Note Issuer nor participate in any ex parte proceedings
nor seek to enforce any judgment against each of the Issuer and the Loan
Note Issuer.
11.3 The Bank Account Operator acknowledges that the obligations of each of the
Issuer and the Loan Note Issuer under this Agreement at any time are
limited to the lesser, at such time, of (a) the nominal amount thereof (the
"NOMINAL AMOUNT") and (b) an amount (the "AVAILABLE AMOUNT") equivalent to
the cash amounts deposited in their own relevant Accounts of each of the
Issuer and the Loan Note Issuer at such time or realised by the Note
Trustee or the Security Trustee following the enforcement of security
pursuant to the Note Trust Deed or the Security Trust Deed (as applicable).
The Bank Account Operator shall not have a right to have recourse to, or
make demand or initiate proceedings against each of the Issuer and the Loan
Note Issuer at any time whilst the nominal amount exceeds the available
amount. Each of the Issuer and the Loan Note Issuer shall incur no
liability and be under no additional duty to any person solely as a result
of any inability on its part to make payments or to perform other
obligations under
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this Agreement, which inability results from the operation of the foregoing
provisions of this Clause 11.3.
11.4 The Bank Account Operator agrees that it shall have no recourse, in respect
of any obligation, covenant or agreement of each of the Issuer and the Loan
Note Issuer, against any shareholder, officer, agent or director of each of
the Issuer and the Loan Note Issuer.
12. ASSIGNMENT AND SUB-CONTRACTING
The Bank Account Operator shall not be entitled to assign, transfer or
(save as provided in Clause 3 (Sub-Contracting) above) delegate or
sub-contract all or any of its rights, benefits and obligations hereunder
without the prior written consent of each of the Issuer and the Loan Note
Issuer.
13. NO CONFLICT OF INTEREST
The services of the Bank Account Operator to each of the Issuer and the
Loan Note Issuer hereunder are not to be deemed exclusive and the Bank
Account Operator shall be free to render similar services to any other
person for so long as its services hereunder are not impaired thereby and
shall not be liable to account for any profits arising therefrom.
14. JURISDICTION
14.1 The parties hereto irrevocably agree for the benefit of each of them that
the courts of England shall have jurisdiction to hear and determine any
suit, action or proceeding, and to settle any disputes, which may arise out
of or in connection with this Agreement and, for such purposes, irrevocably
submit to the jurisdiction of such courts.
14.2 The parties hereto irrevocably waive any objection which they might now or
hereafter have to the courts referred to in Clause 14.1 being nominated as
the forum to hear and determine any suit, action or proceeding, and to
settle any disputes, which may arise out of or in connection with this
Agreement and agree not to claim that any such court is not a convenient or
appropriate forum.
IN SIGNATURE HEREOF, the parties hereto have caused this agreement to be duly
executed and delivered in Jersey by their duly authorised representatives, on
the day and year first written above.
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EXECUTION PAGE
THE ISSUER
Executed for and on behalf of )
TURQUOISE CARD )
BACKED SECURITIES PLC )
by one of its directors/Authorised Signatory
By: XXXX XXXXXX )
-------------------------------------
PROCESS AGENT:
Xxxxxxxx Chance Secretaries Limited
00 Xxxxx Xxxx Xxxxxx
Xxxxxx X00 0XX
LOAN NOTE ISSUER AND INVESTOR BENEFICIARY
Executed for and on behalf of )
TURQUOISE FUNDING 1 LIMITED )
By: S.M. HOLLYWOOD )
Director )
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PROCESS AGENT:
Xxxxxxxx Chance Secretaries Limited
00 Xxxxx Xxxx Xxxxxx
Xxxxxx X00 0XX
BANK ACCOUNT OPERATOR AND LNI ACCOUNT BANK
Signed on behalf of
HSBC BANK PLC
By: XXXXXXX XXXXXXXX Authorised Signatory
---------------------------------
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ISSUER ACCOUNT BANK
Signed on behalf of
HSBC BANK PLC
By: XXXXX FORT Authorised Signatory
---------------------------------
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