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Exhibit 10.9
EXECUTION COPY
MASTER ISSUER CORPORATE
SERVICES AGREEMENT
17
OCTOBER 2006
STRUCTURED FINANCE
MANAGEMENT LIMITED
(as Master Issuer
Corporate Services Provider)
and
PERMANENT HOLDINGS LIMITED
(Holdings)
and
PERMANENT
MASTER ISSUER PLC
(as Master
Issuer)
and
HALIFAX
PLC
(Halifax)
and
THE BANK OF
NEW YORK
(as Master Issuer Security
Trustee and Note Trustee)
ALLEN
& OVERY
ALLEN
& OVERY LLP
<PAGE>
CONTENTS
CLAUSE
PAGE
1. Definitions and
Interpretation.........................................1
2. Nomination of Directors Prior to
Service of a Note
Acceleration
Notice....................................................2
3. Nomination of Directors After Service
of a Note Acceleration Notice....3
4. Provision of Corporate
Administrative Services.........................4
5. Additional
Services....................................................5
6.
Confidentiality........................................................5
7. Remuneration, Costs and
Expenses.......................................6
8. Engagement of Third
Parties............................................7
9. Covenant by
Holdings...................................................7
10. Undertakings by the Master
Issuer......................................7
11.
Indemnity..............................................................7
12.
Termination............................................................8
13. Non-Assignment.........................................................8
14. Permitted
Enforcement..................................................8
15. The Master Issuer Security
Trustee.....................................8
16. Notices................................................................9
17.
Amendments.............................................................9
18.
Invalidity.............................................................9
19. Non-Exclusive Appointment..............................................9
20. Contracts (Rights of Third
Parties) Act 1999...........................9
21. Counterparts and
severability.........................................10
22.
Delegation............................................................10
23. Governing
Law.........................................................10
24. Submission to
Jurisdiction............................................10
Signatories..................................................................11
<PAGE>
THIS MASTER ISSUER CORPORATE SERVICES AGREEMENT is made on 17 October 2006
BETWEEN:
(1) STRUCTURED FINANCE MANAGEMENT
LIMITED (registered number 3853947) whose
business address is at 35 Great
St. Helen's, London EC3A 6AP (in its
capacity as the MASTER ISSUER
CORPORATE SERVICES PROVIDER);
(2) PERMANENT HOLDINGS LIMITED
(registered number 4267664) whose registered
office is at 35 Great St. Helen's,
London EC3A 6AP (HOLDINGS); (3)
PERMANENT MASTER ISSUER PLC
(registered number 5922774) a public limited
company incorporated under the
laws of England and Wales whose
registered office is at 35 Great
St. Helen's, London EC3A 6AP (the
MASTER ISSUER);
(4) HALIFAX PLC (registered number 02367076),
a public limited company
incorporated under the laws of
England and Wales, whose registered
office is at Trinity Road,
Halifax, West Yorkshire HX1 2RG (HALIFAX);
and
(5) THE BANK OF NEW YORK, a New York
banking corporation whose London branch
office is at 48th Floor, One
Canada Square, London E14 5AL (in its
capacities as the MASTER ISSUER
SECURITY TRUSTEE and as the NOTE
TRUSTEE).
WHEREAS:
The Master Issuer Corporate Services Provider has agreed with the other parties
to this Agreement to provide various corporate administration and personnel
services to the Master Issuer on the terms and conditions contained in this
Agreement.
IT IS HEREBY AGREED as follows:
1. DEFINITIONS AND INTERPRETATION
The amended and restated master
definitions and construction schedule
signed by, amongst others, the
parties to this Agreement and dated 17
October 2006 (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 Allen &
Overy LLP and Sidley Austin on 17 October 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
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.
1
<PAGE>
2. NOMINATION OF DIRECTORS PRIOR TO
SERVICE OF A NOTE ACCELERATION NOTICE
2.1 ENTITLEMENT TO NOMINATE
Prior to the service of a Note
Acceleration Notice and for so long as
this Agreement remains in force:
(a) Halifax is entitled to, and shall, nominate
one person willing to
serve in the capacity of
director of the Master Issuer (and, in
each case, Halifax has
nominated David Balai as its first nominee
in such capacity);
(b) the Master Issuer Corporate Services
Provider is entitled to, and
shall, nominate two persons
willing to serve in the capacity of
director of the Master
Issuer (and, in each case, has nominated
SFM Directors Limited
(registered number 3920254) and SFM
Directors (No. 2) Limited
(registered number 4017430) as its
first nominees in such
capacity) and nothing herein shall prevent
the Master Issuer Corporate
Services Provider from nominating
itself as a corporate
director of the Master Issuer; and
(c) the Master Issuer Corporate Services
Provider will be entitled
to, and shall, nominate one
person willing to serve in the
capacity of Company
Secretary of the Master Issuer and has
nominated SFM Corporate
Services Limited (registered number
3920255) as its first
nominee in such capacity.
2.2 APPOINTOR
In relation to any person
nominated or deemed to be nominated under
Clause 2.1 above or Clause 2.3
below, whichever of Halifax or the Master
Issuer Corporate Services Provider
nominated that person is referred to
below as that person's APPOINTOR.
2.3 RESIGNATION OR RETIREMENT OF
DIRECTOR
Each appointor hereby confirms to
the other that, if the person
nominated or deemed to be
nominated by it should resign or retire or for
any other reason cease to act as
director of the Master Issuer, it will
promptly:
(a) procure that such director shall
acknowledge in writing that he
has no claim of any nature
whatsoever against the Master Issuer;
(b) nominate another person willing to act in
the relevant capacity;
and
(c) procure the consent of that other person to
act in that capacity.
2.4 ACCEPTANCE OF APPOINTMENT AND
PAYMENT
Each appointor shall procure that
each of the persons respectively
nominated or deemed to be
nominated by it from time to time as provided
above accepts the relevant
appointment and acts in the relevant capacity
without fee or remuneration
(including, for the avoidance of doubt, upon
resignation or retirement) from
the Master Issuer, save that nothing in
this Agreement shall prejudice the
right of the Master Issuer Corporate
Services Provider to be
remunerated for its services under Clause 7
(Remuneration, Costs and Expenses)
below.
2
<PAGE>
2.5 COMPOSITION OF BOARDS
Holdings undertakes and agrees:
(a)
subject to Clause 3.3 (Requests of the Master Issuer Security
Trustee) that it shall
exercise its rights as a shareholder of
the Master Issuer and all
rights and powers vested in it under
the Articles of Association
of the Master Issuer so as to procure
that the board of directors
of the Master Issuer comprises at all
times one nominee of
Halifax (provided that Halifax shall have
nominated a person to such
office) and two nominees of the Master
Issuer Corporate Services
Provider, as provided under Clause 2.1
above; and
(b) the Master Issuer Corporate Services
Provider and Halifax shall
procure that at all times all
of the directors nominated by them
under Clause 2.1 above
above, for the Master Issuer will be
resident in the UK (and not
in any other jurisdiction) for the
purposes of UK income tax.
3. NOMINATION OF DIRECTORS AFTER
SERVICE OF A NOTE ACCELERATION NOTICE
3.1 RIGHTS AND POWERS UPON SERVICE OF
A NOTE ACCELERATION NOTICE
In the event that a Note
Acceleration Notice is served on the Master
Issuer, Holdings shall exercise
its rights as the sole beneficial owner
of all of the shares in the Master
Issuer, and the rights and powers
vested in it under the Articles of
Association of the Master Issuer so
as to procure that:
(a) such new or additional directors of the Master
Issuer as the
Master Issuer 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
Master Issuer Security Trustee requests
shall tender their
resignation, if so requested by the Master
Issuer Security Trustee,
and nothing shall prevent the
Master Issuer Security Trustee from
nominating itself for appointment
as a director of the Master Issuer.
3.2 TERMS OF APPOINTMENT
Any director nominated or
appointed pursuant to Clause 3.1 above above
shall be appointed upon such terms
(including reasonable remuneration)
as may be agreed in writing
between the appointees and the Issuer
Security Trustee.
3.3 REQUESTS OF THE MASTER ISSUER
SECURITY TRUSTEE
For so long as Holdings is the
beneficial holder of the whole of the
issued share capital of the Master
Issuer, and in the event (but only in
the event) that the provisions of
Clause 3.1 above apply Holdings
undertakes and agrees to comply
with all requests of the Master Issuer
Security Trustee as to:
(a) the exercise of its rights as shareholder
of the Master Issuer;
and
(b) all rights and powers vested in it under
the Articles of
Association of the Master
Issuer,
in relation to the appointment
and/or removal from office by Holdings of
any of the directors of the Master
Issuer.
3
<PAGE>
3.4 RESIGNATION
In the event that a Note
Acceleration Notice is served on the Master
Issuer, any appointment of a director in
office at such time validly
made pursuant to Clauses 2.1
(Entitlement to Nominate) or 2.3
(Resignation or Retirement of
Director) above shall continue to be
effective in accordance with the
provisions of this Agreement unless and
until such director has resigned
pursuant to Clause 3.1(b) above.
3.5 NO RECOURSE
The obligations of the parties
hereto under this Agreement are solely
the corporate obligations of each
of the parties.
No recourse shall be had in
respect of any obligation or claim arising
out of or based upon this
Agreement against any employee, officer or
director of any of the parties
hereto, save where the claim, demand,
liability, cost or expense in
connection therewith arises from the gross
negligence, wilful default or
breach of duty of such employee, officer
or director of the respective
party.
4. PROVISION OF CORPORATE
ADMINISTRATIVE SERVICES
Until termination of this
Agreement pursuant to Clause 12 (Termination),
the Master Issuer Corporate
Services Provider shall provide all general
company secretarial, registrar and
company administration services (the
CORPORATE SERVICES) required by
the Master Issuer including, without
limitation, the following:
(a) procuring the preparation an






