PERMANENT MORTGAGES TRUSTEE LIMITED EXHIBIT 10.10
and
SFM OFFSHORE LIMITED
AND
THE BANK OF NEW YORK
_______________________________________________________________________________
AMENDED AND RESTATED MORTGAGES TRUSTEE CORPORATE SERVICES AGREEMENT
_______________________________________________________________________________
21 November 2007
THIS AGREEMENT is made the 21 day of November 2007
BETWEEN
(1) PERMANENT MORTGAGES TRUSTEE LIMITED, a company incorporated under the
laws of Jersey, registered number 83116, whose registered office is at
00 Xxxxxxxxx, Xx. Xxxxxx, Xxxxxx, XX0 0XX, Channel Islands (the
COMPANY);
(2) SFM OFFSHORE LIMITED, a company incorporated under the laws of Jersey,
registered number 76015, whose registered office is at 00 Xxxxxxxxx,
Xx. Xxxxxx, Xxxxxx, XX0 0XX, Xxxxxxx Xxxxxxx (xx its capacity as the
MORTGAGES TRUSTEE CORPORATE SERVICES PROVIDER); and
(3) THE BANK OF NEW YORK, a New York banking corporation acting through
its office at One Canada Square, London E14 5AL (in its capacities as
FUNDING 1 SECURITY TRUSTEE and FUNDING 2 SECURITY TRUSTEE, together
the SECURITY TRUSTEE).
WHEREAS
(A) The Company has undertaken to hold the benefit of all the Trust
Property from time to time transferred to it or acquired by it from
the Seller (initially Halifax plc and as of the Reorganisation Date,
Bank of Scotland plc) upon trust for the Seller and Funding 1 and, as
of the Programme Date, Funding 2 in accordance with the terms of the
Mortgages Trust Deed.
(B) Pursuant to a declaration of trust dated 7 May 2002 constituting a
charitable trust known as the Permanent Mortgages Jersey Charitable
Trust, the Mortgages Trustee Corporate Services Provider and Dominion
Corporate Nominees Limited (as nominee of the Mortgages Trustee
Corporate Services Provider) hold on trust the entire issued share
capital of the Company.
(C) The Company has requested the Mortgages Trustee Corporate Services
Provider to provide administrative and secretarial services to the
Company upon the terms set out in this Agreement in order to carry out
its obligations under the Transaction Documents. The Mortgages Trustee
Corporate Services Provider is willing to provide such service to the
Company upon such terms.
NOW IT IS HEREBY AGREED as follows:-
1. INTERPRETATION
1.1. The amended and restated master definitions and construction
schedule signed by, amongst others, the parties to this
Agreement and dated 21 November 2007 (as the same may be
amended, 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 Xxxxx & Xxxxx LLP and
Sidley Austin on 21 November 2007 (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.
1.2. 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.
1.3. This Agreement amends and restates the Mortgages Trustee
Corporate Services Agreement dated 14 June 2002 (the PRINCIPAL
AGREEMENT). As of the date of this Agreement, any future
rights or obligations (excluding such rights and obligations
accrued to the date of this Agreement) of a party to the
Principal Agreement shall be extinguished and shall instead be
governed by this Agreement.
2. ADMINISTRATIVE SERVICES
2.1 The Mortgages Trustee Corporate Services Provider shall
provide the following services (the SERVICES) in Jersey:-
2.1.1 a registered office and administrative office for the
Company;
2.1.2 the services of two individuals who are residents of
the Island of Jersey for tax purposes who will accept
office as directors of the Company;
2.1.3 the services of a secretary to the Company to perform
all the duties properly required of a secretary by the
directors of the Company and the Companies (Jersey)
Law 1991 (the LAW);
2.1.4 the arrangement of an annual meeting of directors and
shareholders of the Company on the Island of Jersey
and the preparation of minutes of such meetings;
2.1.5 the maintenance of the statutory books of the Company
and any other books and records required by law or
ordinarily required by a Jersey company and
the preparation and issue of share certificates;
2.1.6 the preparation and submission of annual returns of
the Company and procuring that the Company pays the
fee required to be paid to the Jersey authorities in
connection therewith;
2.1.7 the preparation and submission of any other documents
required by law to be prepared or filed by the
Company;
2.1.8 the instruction of the Company's auditors (if any) to
prepare the annual audited financial statements;
2.1.9 the safekeeping of the common seal of the Company and
arranging for sealing of documents as authorised by
the directors of the Company;
2.1.10 the provision (if necessary) of nominees to hold the
issued shares of the Company;
2.1.11 the execution of all such agreements, documents and
undertakings as shall be necessary in connection with
the business of the Company if so authorised by a
valid resolution of the Board of Directors of the
Company;
2.1.12 the acceptance of service of process and any other
documents or notices to be served on the Company;
2.1.13 in respect of the 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 Mortgages Trustee Corporate
Services Provider or is reasonably obtainable by it;
2.1.14 in respect of the Company, the response to
correspondence and communication thereof with
directors and shareholders as necessary;
2.1.15 the delivery, at the request of the relevant board of
directors, of any directions and information to any
providers of 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 of the
Company; and
2.1.16 the use of its best efforts to cause the Company (to
the extent that the Company has sufficient funds and
other resources and is otherwise able to do so) to
comply with its obligations under any agreement by
which the Company is bound and under all relevant
laws.
2.2. The Mortgages Trustee Corporate Services Provider shall also
provide other
supplementary services as agreed between the Company or
Security Trustee and the Mortgages Trustee Corporate Services
Provider, or that the Mortgages Trustee Corporate Services
Provider deems necessary as being ancillary to the Services,
from time to time (the ADDITIONAL SERVICES).
3. Mortgages Trustee Corporate Services Provider's DUTIES
3.1. The Mortgages Trustee Corporate Services Provider shall at all
times (subject to Clause 4 hereof) act in accordance with all
reasonable and proper directions, orders and instructions
given by the Board of Directors of the Company.
3.2. The Mortgages Trustee Corporate Services Provider shall not
knowingly do or knowingly omit to do anything which would
constitute a breach of any provisions of the Articles of
Association of the Company or of any legally binding
restrictions applying to the Company. This includes but is not
limited to any legally binding restrictions applying to the
Company as a consequence of its being a party to the
Transaction Documents.
4. ACCELERATION NOTICE
Entitlement to Nominate
4.1. Prior to the service of a Note Acceleration Notice or an
Intercompany Loan Acceleration Notice (an ACCELERATION
NOTICE):
(a) the Seller is entitled to, and shall, nominate one
person willing to serve in the capacity of director of
the Company;
(b) the Mortgages Trustee Corporate Services Provider is
entitled to, and shall, nominate two Jersey resident
persons willing to serve in the capacity of a director
of the Company; and
(c) the Mortgages Trustee Corporate Services Provider is
entitled to, and shall, nominate one person willing to
serve in the capacity of secretary of the Company and
has nominated itself in such capacity.
Appointor
4.2. In relation to any person nominated or deemed to be nominated
under Clause 4.1 (Entitlement to Nominate) above or Clause 4.3
(Resignation or Retirement of Director) below, whichever of
the Seller or the Mortgages Trustee Corporate Services
Provider nominated that person is referred to below as that
person's APPOINTOR.
Resignation or Retirement of Director
4.3. 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 Company, it will promptly: (i) procure that
such director shall acknowledge in writing that he has no
claim of any nature whatsoever against the Company; (ii)
nominate another person willing to act in the relevant
capacity; and (iii) procure the consent of that other person
to act in that capacity.
Acceptance of Appointment and Payment
4.4. 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 Company, save that nothing
in this Agreement shall prejudice the right of the Mortgages
Trustee Corporate Services Provider to be remunerated for its
services under Clause 14 (Remuneration) below.
Composition of Boards
4.5. The Mortgages Trustee Corporate Services Provider undertakes
and agrees as follows:
(a) subject to its duties and obligations as share trustee
under the Permanent Mortgages Jersey Charitable Trust
and subject to Clause 4.6 (Service of an Acceleration
Notice) below, that it shall exercise its rights as a
shareholder of the Company and all rights and powers
vested in it under the Articles of Association of the
Company so as to procure that the board of directors
of the Company comprises at all times one nominee of
the Seller (provided that the Seller shall have
nominated a person to such office) and two nominees of
the Mortgages Trustee Corporate Services Provider, as
provided under Clause 4.1 above; and
(b) SFM Offshore Limited and the Seller shall confirm that
at all times a majority (by number) of the directors
nominated by them under Clause 4.1 above will be
resident in Jersey and have been confirmed by an
officer of the Jersey Financial Services Commission
(the COMMISSION) as being acceptable to the
Commission.
Service of an Acceleration Notice
4.6. The Company shall notify the Mortgages Trustee Corporate
Services Provider forthwith upon its being notified of a Note
Acceleration Notice being served on the Issuer or of an
Intercompany Loan Acceleration Notice being served on Funding
1. In the event that the Mortgages Trustee Corporate Services
Provider has received notification pursuant to this Clause
4.6, the Mortgages Trustee Corporate Services Provider shall
act only in accordance with the directions of the Security
Trustee.
5. STATUTORY ACCOUNTS
5.1. The Mortgages Trustee Corporate Services Provider shall,
subject to all applicable laws, provide all information and
access to books and records as the Auditors (if any) may
reasonably require for the purpose of auditing the annual
accounts of the Company;
5.2. Subject to the approval of the Company, the Mortgages Trustee
Corporate Services Provider shall cause the annual accounts of
the Company to be audited by the Auditors (if any) and shall
procure, so far as it is able to do so, that the Auditors
shall make a report thereon as required by law;
5.3. The Mortgages Trustee Corporate Services Provider shall
arrange for the Cash Manager and the Security Trustee to
receive such copies of the accounts (audited if required) as
shall be required by the Transaction Documents within 120 days
of the end of each accounting reference period. It shall also
send copies of the audited accounts to such other parties as
either the Cash Manager or the Security Trustee shall request;
5.4. The Mortgages Trustee Corporate Services Provider shall take
all reasonable steps to procure that, within 120 days of the
end of each accounting reference period, the Auditors (if any)
provide to the Cash Manager for submission to the Financial
Services Authority, the London Stock Exchange plc, the Jersey
Registrar of Companies, the Rating Agencies and to any other
persons as the Cash Manager may deem necessary, a copy of the
Auditors' report.
6. DATA PROTECTION AND CONSUMER CREDIT
The Company confirms that it has filed a notification under the Data
Protection Xxx 0000 in the United Kingdom, has registered as a data
user under the Data Protection (Jersey) Law 2005 and has obtained a
licence under the Consumer Credit Xxx 0000 in the United Kingdom. The
Mortgages Trustee Corporate Services Provider will use its best
endeavours to procure that the Company maintains such registrations
and that the Company obtains and maintains all necessary
registrations, licences and authorities required to enable the Company
to perform its obligations under the Transaction Documents subject to
the correct adherence to their obligations of any other parties to the
Transaction Documents and any legal obligation brought to the notice
of the Mortgages Trustee Corporate Services Provider.
7. DESIGNATED RESOURCES - DESIGNATED CSP STAFF
7.1. The Mortgages Trustee Corporate Services Provider shall
procure that from the Initial Closing Date until the date of
termination of this Agreement (the CSP STAFF PERIOD), two of
its officers and one manager (the DESIGNATED CSP STAFF, each
officer or manager being a DESIGNATED CSP STAFF MEMBER) are
available on a non-exclusive and part time basis to the
Company.
7.2. The Mortgages Trustee Corporate Services Provider may
designate an alternative individual or individuals to be a
Designated CSP Staff Member, PROVIDED THAT if the Mortgages
Trustee Corporate Services Provider becomes aware of any
notice of termination of the contract of employment given or
received from a Designated CSP Staff Member, the Mortgages
Trustee Corporate Services Provider will promptly notify the
Security Trustee and shall ensure that an alternative
individual is designated as a replacement Designated CSP Staff
Member.
7.3. This Agreement is a contract for services and is not intended
to constitute and nothing in this Agreement shall have the
effect of constituting any relationship of employer and
employee between the Company (as employer) and the Designated
CSP Staff Members (as employee). Notwithstanding the
designation of the Designated CSP Staff as available on a
non-exclusive basis to provide Services or the Additional
Services, the Designated CSP Staff will not, at any time, be
under the control or management of the Company. None of the
Designated CSP Staff will be employed by the Mortgages Trustee
Corporate Services Provider (or such other company as the
Mortgages Trustee Corporate Services Provider may designate
for this purpose) exclusively to perform the Services or the
Additional Services.
7.4. This Agreement is not intended to and nothing in this
Agreement shall have the effect of constituting a Designated
CSP Staff Member as agent of the Company. No Designated CSP
Staff Member shall have the authority or right to contract on
behalf of the Company or to bind it in any way in relation to
third parties, save as specifically authorised by the Company
from time to time or, as applicable, where the Designated CSP
Staff Member is acting solely in his capacity as a director of
the Company and has been duly authorised in that regard by the
board of directors of the Company. Nothing in this Agreement
shall constitute a partnership or joint venture between the
parties.
7.5. For the avoidance of doubt, the Mortgages Trustee Corporate
Services Provider may at its discretion, and shall where
necessary, use other persons in the performance of the
Services or the Additional Services where needed in supplement
to, or substitution of the Designated CSP Staff PROVIDED THAT
such persons are resident in Jersey.
8. DESIGNATED RESOURCES - OFFICE SPACE
8.1. The Mortgages Trustee Corporate Services Provider agrees to
designate a specific area (the DESIGNATED OFFICE SPACE) within
the premises of the Mortgages Trustee Corporate Services
Provider as the office from which the Designated CSP Staff may
perform the Services or the Additional Services, and where the
Mortgages Trustee Corporate Services Provider may (but is not
required to) store files, records and correspondence referred
to in Clause 9 below.
8.2. The Designated Office Space will not be used exclusively by
the Mortgages Trustee Corporate Services Provider to provide
the Services or the Additional Services.
8.3. The Mortgages Trustee Corporate Services Provider may provide
services to other companies managed and administered by the
Mortgages Trustee Corporate Services Provider from the
Designated Office Space.
8.4. The Mortgages Trustee Corporate Services Provider will retain
possession and control of the Designated Office Space and the
Company will not have possession or control of either:
(a) the Designated Office Space itself; or
(b) any means of access thereto or egress therefrom; or
(c) any plant or substance in the Designated Office Space;
or
(d) any equipment or files in the Designated Office Space.
For the avoidance of doubt, nothing in this Agreement shall be
taken as granting a lease, licence or other interest in the
Designated Office Space which shall remain the property of the
Mortgages Trustee Corporate Services Provider.
9. DESIGNATED RESOURCES
9.1. The Mortgages Trustee Corporate Services Provider further
agrees that non-dedicated communication facilities may be
provided to the Company, which facilities may include a shared
telephone line with the Mortgages Trustee Corporate Services
Provider and be (but shall not be required to be) provided in
the Designated Office Space and which may be (but shall not be
required to be) manned by the Designated CSP Staff.
9.2. The Mortgages Trustee Corporate Services Provider shall
maintain files, records and correspondence relating to the
Company and may do so, but shall not be required to, in the
Designated Office Space.
10. WARRANTIES AND UNDERTAKINGS OF THE MORTGAGES TRUSTEE CORPORATE
SERVICES PROVIDER
10.1. The Mortgages Trustee Corporate Services Provider warrants to
the Company:
(a) it is duly registered as a company limited by shares
under Jersey Law;
(b) it has power under its Memorandum and Articles of
Association, and all necessary corporate authority has
been obtained and action taken for it to sign and
deliver and perform the transactions contemplated in
this Agreement; and
(c) the signing and delivery of this Agreement does or
will not contravene or constitute a default under, or
cause to be exceeded any limitation on it or the
powers of its directors, imposed by or contained in,
(1) any law by which it or any of its assets is bound
or affected, (2) its Memorandum and Articles of
Association, or (3) any agreement to which it is a
party or by which any of its assets its bound.
10.2. The Mortgages Trustee Corporate Services Provider undertakes
generally to provide or procure such human and other resources
as is appropriate to perform all the Services or the
Additional Services described in this Agreement to the
appropriate standard.
11. NON-PETITION AND LIMITED RECOURSE
The Mortgages Trustee Corporate Services Provider agrees that it will
not initiate or join any person in initiating an Insolvency Event in
relation to the Company.
In relation to the Company, any amount payable under this Agreement by
the Company to any other party to this Agreement, not being an amount
payable out of the Trust Property in accordance with the terms of the
Mortgages Trust Deed, shall only be payable to the extent that, on
that date, the Company has sufficient funds to pay such amount out of
the fees paid to it under the Mortgages Trust Deed.
12. ASSIGNMENT
Except with the consent of the Security Trustee, the Mortgages Trustee
Corporate Services Provider may not assign or transfer or purport to
assign or transfer a right or obligation under this Agreement.
13. INFORMATION AND DATA REGARDING THE COMPANY
13.1. The Mortgages Trustee Corporate Services Provider hereby
agrees that all information and data held by it in respect of
the Company on any computer system of the Mortgages Trustee
Corporate Services Provider is the sole property of the
Company.
13.2. The Mortgages Trustee Corporate Services Provider agrees that
all such information and data and all other information
relating to the services provided under this Agreement shall
be kept safely and treated as confidential and shall use its
best endeavours to prevent disclosure of such information to
any third party, provided however that the provisions of this
Clause 13.2 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 13.2;
(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
13.2, 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 Mortgages Trustee
Corporate Services Provider, the Seller 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 Security Trustee;
(f) to the disclosure of any information in respect of the
Issuer to the Security Trustee; and
(g) to disclosure on behalf of the Issuer of any
information required by the terms of any Transaction
Documents to which the Issuer is now or becomes a
party, to the persons to whom such disclosure is
required by the terms of the relevant Transaction
Document,
the Mortgages Trustee Corporate Services Provider agrees to
use said information solely for the purposes of this Agreement
and hereby agrees to indemnify and hold harmless the Seller,
the Security Trustee and the Company on an after tax basis for
all losses, damages, expenses, costs, claims and charges
arising from or caused by any disclosure of information by the
Mortgages Trustee 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 13.2. The
agreement constituted by the terms of this Clause 13.2 shall
continue even after the termination of this Agreement.
13.3. After termination of this Agreement the Mortgages Trustee
Corporate Services Provider shall deliver up to the Company,
within 2 working days of the Company's request therefore, all
such information and data, or, at the request of the Company,
destroy the same.
14. REMUNERATION
14.1. The Company shall remunerate the Mortgages Trustee Corporate
Services Provider in accordance with the fees set out in a
corporate services fee letter dated the date hereof for the
supply of services to the Company pursuant to this Agreement.
14.2. In addition to the scale of fees, the Mortgages Trustee
Corporate Services Provider, its officers, employees, and any
person to whom it has delegated its duties hereunder shall be
entitled to reimbursement of all out of pocket expenses
reasonably incurred by them in the proper performance of such
services hereunder.
15. INDEMNITY
15.1. The Company shall at all times keep the Mortgages Trustee
Corporate Services Provider, its directors, officers,
employees, agents and nominees fully and effectively
indemnified and saved harmless against all actions,
proceedings, claims, demands, damages, costs and other
liabilities whatsoever arising out of the performance of its
or their duties under this Agreement save only liabilities
arising as a consequence of gross negligence, bad faith,
fraud, wilful default, dishonesty or wilful misconduct on the
part of such persons. This indemnity shall continue after the
termination of the duties of the Mortgages Trustee Corporate
Services Provider under this Agreement and the benefit shall
extend to all directors, officers, employees agents and
nominees of the Mortgages Trustee Corporate Services Provider
from time to time and to the successors in title of the
Mortgages Trustee Corporate Services Provider.
15.2. The Mortgages Trustee Corporate Services Provider shall at all
times keep the Company, its directors, officers, employees,
agents and nominees fully and effectively indemnified and
saved harmless against all actions, proceedings, claims,
demands, damages, costs and other liabilities whatsoever
arising out of any breach by the Mortgages Trustee Corporate
Services Provider in its duties under this Agreement or
arising as a consequence of negligence, bad faith, fraud,
wilful default, dishonesty or wilful misconduct on the part of
the Mortgages Trustee Corporate Services Provider. This
indemnity shall continue after the termination of the duties
of the Mortgages Trustee Corporate Services Provider under
this Agreement and the benefit shall extend to all directors,
officers, employees, agents and nominees of the Company from
time to time and to the successors in title of the Company.
16. LIABILITY OF THE MORTGAGES TRUSTEE CORPORATE SERVICES PROVIDER
16.1. The Mortgages Trustee Corporate Services Provider shall not be
liable for any loss to the Company arising in consequence of
the failure, depreciation or loss of any investments (of the
Company) made in accordance with instructions and guidelines
given by the Board of Directors of the Company except by
reason of fraud, wilful misconduct or gross negligence on the
part of the Mortgages Trustee Corporate Services Provider.
16.2. Without prejudice to the generality of clause 16.1 of this
Agreement the Mortgages Trustee Corporate Services Provider
shall not incur any liability whatsoever arising from:
(a) the negligence or fraud of any delegate or agent
appointed or employed with the consent, or on the
instructions of, the Board of Directors of the
Company; or
(b) anything done or omitted in conformity with any advice
given or purporting to have been given by any agent
appointed or employed in connection with the affairs
of the Company with the consent of the Board of
Directors of the Company.
17. SCOPE OF OBLIGATIONS
17.1. The Mortgages Trustee Corporate Services Provider, its
directors, officers, employees, agents and nominees shall not
be obliged to act in any manner which may be contrary
to law.
17.2. The Mortgages Trustee Corporate Services Provider shall not be
required to take any legal action on behalf of the Company
unless fully indemnified to its satisfaction.
17.3. When deemed necessary for the proper performance of its
administrative duties, the Mortgages Trustee Corporate
Services Provider may, on behalf of the Company seek legal,
tax, financial, administrative or other advice as well as
employ third parties to provide services.
17.4. The Mortgages Trustee Corporate Services Provider's
obligations hereunder to procure that the Company make all
payments required of it shall be subject to the availability
of the Company's funds to do so and in no circumstances shall
the Mortgages Trustee Corporate Services Provider be required
to make payments in connection with the Business of the
Company out of its own funds.
17.5. The obligations of the Mortgages Trustee Corporate Services
Provider and the Company under this Agreement are solely the
corporate obligations of the Mortgages Trustee Corporate
Services Provider and the Company respectively. No recourse
shall be had in respect of any obligation or claim arising out
of or based upon this Agreement against any employee, officer,
of the Share Trustee, the Mortgages Trustee Corporate Services
Provider or any employee, officer, director or secretary of
the Company except where the claim, demand, liability, cost or
expense in connection therewith arises from the gross
negligence, bad faith or wilful default of such employee,
officer, director or secretary of the Share Trustee, the
Mortgages Trustee Corporate Services Provider or the Company.
18. TERMINATION
18.1. The appointment of the Mortgages Trustee Corporate Services
Provider hereunder shall terminate:-
(a) upon the expiration of 90 days notice in writing given
by the Mortgages Trustee Corporate Services Provider
or by the Company and provided that a substitute
administrator acceptable to the Company and (if
applicable) the Jersey Financial Services Commission
(if required under any consent granted pursuant to the
Control of Borrowing (Jersey) Order 1958 as amended)
has been appointed on terms substantially the same as
those set out in this Agreement and that such
appointment will be effective not later than the date
of the termination;
(b) immediately if:
(i) an order has been made or a resolution has
been passed to put the
Mortgages Trustee Corporate Services Provider
into liquidation (except a voluntary
liquidation for the purpose of reconstruction
or amalgamation); or
(ii) the Mortgages Trustee Corporate Services
Provider has broken or is in breach of any of
the terms of this Agreement and shall not have
remedied such breach within 30 days after
service of notice requiring the same to be
remedied; or
(iii) the Mortgages Trustee Corporate Services
Provider is declared en desastre or has
committed any act or omission indicative of
insolvency; or
(iv) the Mortgages Trustee Corporate Services
Provider ceases or threatens to cease to carry
on its business or a substantial part of its
business or stops payment or threatens to stop
payment of its debts.
18.2. Termination of the appointment of the Mortgages Trustee
Corporate Services Provider under this Clause shall be without
prejudice to the rights of any party in respect of any
antecedent claim against or breach of the terms of this
Agreement by the Mortgages Trustee Corporate Services
Provider.
19. 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
Mortgages Trustee Corporate Services Provider or the Company under or
arising from or by virtue of the Security Trustee joining as a party
to this Agreement.
20. NOTICES
Notices to be given hereunder shall be delivered by hand or mailed to
the address of the relevant party set out herein and where mailed
shall be deemed to be duly given on the third day after the day of
mailing.
21. NO RESTRICTIONS
Nothing in this Agreement shall limit or restrict the right of any
director, officer or employee of the Mortgages Trustee Corporate
Services Provider or any director, officer, employee or partner of any
of its subsidiaries or its affiliates to engage in any other business
or to devote his time and attention to the management or other aspects
of any other business, whether of a similar or dissimilar nature, nor
to limit or restrict the right of the Mortgages Trustee Corporate
Services Provider or any of its subsidiaries or affiliates to engage
in any other business or to render services of any kind to any other
corporation, firm, individual or association.
22. COUNTERPARTS
The Agreement may be signed in any number of counterparts which, taken
together, shall constitute one and the same Agreement.
23. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with
the laws of Jersey.
IN WITNESS WHEREOF the parties hereto have caused this Agreement to be duly
executed this day and year first above written.
SIGNED by ) /S/ XXX XXXXXXX
For and on behalf of )
PERMANENT MORTGAGES TRUSTEE )
LIMITED
SIGNED by ) /S/ XXX XXXXXXX
for and on behalf of )
SFM OFFSHORE LIMITED )
SIGNED by ) /S/ XXXXXXX XXXXXX
for and on behalf of )
THE BANK OF NEW YORK )
CONTENTS
CLAUSE PAGE NO
1. Interpretation.......................................................2
2. Administrative Services..............................................2
3. Mortgages Trustee Corporate Services Provider's Duties...............4
4. Acceleration Notice..................................................4
5. Statutory Accounts...................................................6
6. Data Protection and Consumer Credit..................................7
7. Designated Resources - Designated CSP Staff..........................7
8. Designated Resources - Office Space..................................8
9. Designated Resources.................................................9
10. Warranties and Undertakings of the Mortgages Trustee Corporate
Services Provider....................................................9
11. Non - Petition and Limited Recourse.................................10
12. Assignment..........................................................10
13. Information and Data regarding the Company..........................10
14. Remuneration........................................................11
15. Indemnity...........................................................12
16. Liability of the Mortgages Trustee Corporate Services Provider......12
17. Scope of Obligations................................................13
18. Termination.........................................................13
19. The Security Trustee................................................14
20. Notices.............................................................14
21. No Restriction......................................................14
22. Counterparts........................................................14
23. Governing Law.......................................................14
