Exhibit 10.6.1
DRAFT:
SEVENTH ISSUER CORPORATE SERVICES AGREEMENT
DATED 23RD MARCH, 2005
STRUCTURED FINANCE MANAGEMENT LIMITED
AND
PERMANENT HOLDINGS LIMITED
AND
PERMANENT FINANCING (NO. 7) PLC
AND
HALIFAX PLC
AND
THE BANK OF NEW YORK
[ALLEN & OVERY LOGO]
ALLEN & OVERY LLP
LONDON
CONTENTS
CLAUSE PAGE
1. Definitions and Interpretation..............................................................1
2. Nomination of Directors Prior to Service of a Seventh Issuer Note Acceleration Notice.......2
3. Nomination of Directors After Service of a Seventh Issuer Note Acceleration Notice..........3
4. Provision of Corporate Administrative Services..............................................4
5. Additional Services.........................................................................5
6. Confidentiality.............................................................................5
7. Remuneration, Costs and Expenses............................................................7
8. Engagement of Third Parties.................................................................7
9. Covenant by Holdings........................................................................7
10. Undertakings by the Seventh Issuer..........................................................7
11. Indemnity...................................................................................8
12. Termination.................................................................................8
13. Non-Assignment..............................................................................9
14. Permitted Enforcement.......................................................................9
15. The Security Trustee........................................................................9
16. Notices.....................................................................................9
17. Amendments.................................................................................10
18. Invalidity.................................................................................10
19. Non-Exclusive Appointment..................................................................10
20. Contracts (Rights of Third Parties) Act, 1999..............................................10
21. Counterparts...............................................................................10
22. Delegation.................................................................................10
23. Governing Law..............................................................................10
24. Submission to Jurisdiction.................................................................10
Signatories.........................................................................................12
THIS SEVENTH ISSUER CORPORATE SERVICES AGREEMENT is made on 23rd March,
2005
BETWEEN:
(1) STRUCTURED FINANCE MANAGEMENT LIMITED (registered number 3853947)
whose business address is at Blackwell House, Guildhall Yard, London
EC2V 5AE (in its capacity as the SEVENTH ISSUER CORPORATE SERVICES
PROVIDER);
(2) PERMANENT HOLDINGS LIMITED (registered number 4267664) whose
registered office is at Blackwell House, Guildhall Yard, London EC2V
5AE (HOLDINGS);
(3) PERMANENT FINANCING (NO. 7) PLC (registered number 5330776) a public
limited company incorporated under the laws of England and Wales whose
registered office is at Blackwell House, Guildhall Yard, London EC2V
5AE (the SEVENTH 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 SECURITY TRUSTEE and as the NOTE TRUSTEE).
WHEREAS:
The Seventh Issuer Corporate Services Provider has agreed with the other
parties to this Agreement to provide various corporate administration and
personnel services to the Seventh 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 23rd
March, 2005 (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 seventh issuer
master definitions and construction schedule signed for the purposes of
identification by Allen & Overy LLP and Sidley Austin Brown & Wood on
23rd March, 2005 (as the same may be amended, varied or supplemented
from time to time with the consent of the parties to this Agreement)
(the SEVENTH 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 Seventh 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 Seventh 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
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successor in title of such party or any person who, under the laws of
its jurisdiction ofincorporation or domicile has assumed the rights
and/or obligations of such party or to whom under such laws the same
have been transferred.
2. NOMINATION OF DIRECTORS PRIOR TO SERVICE OF A SEVENTH ISSUER NOTE
ACCELERATION NOTICE
2.1 ENTITLEMENT TO NOMINATE
Prior to the service of a Seventh Issuer Note Acceleration Notice and
for so long as this Agreement remains in force:
(a) Halifax is entitled to, and shall, nominate one person willing
to serve in the capacity of director of the Seventh Issuer (and,
in each case, Halifax has nominated David Balai as its first
nominee in such capacity);
(b) the Seventh Issuer Corporate Services Provider is entitled to,
and shall, nominate two persons willing to serve in the capacity
of director of the Seventh 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 Seventh Issuer Corporate Services Provider from
nominating itself as a corporate director of the Seventh Issuer;
and
(c) the Seventh Issuer Corporate Services Provider will be entitled
to, and shall, nominate one person willing to serve in the
capacity of Company Secretary of the Seventh 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
Seventh 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 Seventh Issuer,
it will promptly:
(a) procure that such director shall acknowledge in writing that he
has no claim of any nature whatsoever against the Seventh
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 Seventh
Issuer, save that nothing in this
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Agreement shall prejudice the right of the Seventh Issuer Corporate
Services Provider to be remunerated for its services under CLAUSE 7
(Remuneration, Costs and Expenses) below.
2.5 COMPOSITION OF BOARDS
Holdings undertakes and agrees:
(a) subject to CLAUSE 3.3 (Requests of the Security Trustee) that it
shall exercise its rights as a shareholder of the Seventh Issuer
and all rights and powers vested in it under the Articles of
Association of the Seventh Issuer so as to procure that the
board of directors of the Seventh 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
Seventh Issuer Corporate Services Provider, as provided under
CLAUSE 2.1 above; and
(b) the Seventh Issuer Corporate Services Provider and Halifax shall
procure that at all times a majority (by number) of the
directors nominated by them under CLAUSE 2.1 above, for the
Seventh 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 SEVENTH ISSUER NOTE
ACCELERATION NOTICE
3.1 RIGHTS AND POWERS UPON SERVICE OF A SEVENTH ISSUER NOTE ACCELERATION
NOTICE
In the event that a Seventh Issuer Note Acceleration Notice is served
on the Seventh Issuer, Holdings shall exercise its rights as the sole
beneficial owner of all of the shares in the Seventh Issuer, and the
rights and powers vested in it under the Articles of Association of
the Seventh Issuer so as to procure that:
(a) such new or additional directors of the Seventh Issuer as the
Security Trustee shall direct shall be duly appointed; and
(b) such of the directors nominated pursuant to CLAUSES 2.1
(Entitlement to Nominate) or 2.3 (Resignation or Retirement of
Director) above as the Security Trustee requests shall tender
their resignation, if so requested by the Security Trustee,
and nothing shall prevent the Security Trustee from nominating
itself for appointment as a director of the Seventh Issuer.
3.2 TERMS OF APPOINTMENT
Any director nominated or appointed pursuant to CLAUSE 3.1 above shall
be appointed upon such terms (including reasonable remuneration) as
may be agreed in writing between the appointees and the Security
Trustee.
3.3 REQUESTS OF THE SECURITY TRUSTEE
For so long as Holdings is the beneficial holder of the whole of the
issued share capital of the Seventh Issuer, and in the event (but only
in the event) that the provisions of CLAUSE 3.1 above apply Holdings
undertakes and agrees to comply with all requests of the Security
Trustee as to:
(a) the exercise of its rights as shareholder of the Seventh Issuer;
and
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(b) all rights and powers vested in it under the Articles of
Association of the Seventh Issuer,
in relation to the appointment and/or removal from office by Holdings
of any of the directors of the Seventh Issuer.
3.4 RESIGNATION
In the event that a Seventh Issuer Note Acceleration Notice is served
on the Seventh 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 Seventh Issuer Corporate Services Provider shall
provide all general company secretarial, registrar and company
administration services (the Corporate Services) required by the
Seventh Issuer including, without limitation, the following:
(a) procuring the preparation and keeping of the accounts of the
Seventh Issuer by Halifax and such books and records as are
required by any applicable law or otherwise to be kept by the
Seventh Issuer for the proper conduct of the affairs of the
Seventh Issuer. For the avoidance of doubt the Seventh Issuer
Corporate Services Provider shall not be responsible for (i)
maintaining the accounting records or (ii) drawing up draft
accounts in preparation for the annual audit of the Seventh
Issuer;
(b) providing all necessary staff and facilities for the Seventh
Issuer, including the provision of registered office
accommodation for the Seventh Issuer (which shall as at the date
of this Agreement be at Blackwell House, Guildhall Yard, London
EC2V 5AE);
(c) the maintenance and safe-keeping of the register of shareholders
and corporate records in accordance with the Articles of
Association and the Companies Act 1985, 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;
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(d) the convening of the annual shareholders' meeting and the annual
meeting of the directors' of the Seventh Issuer providing
facilities for holding the said meetings and preparing and
keeping minutes of the said meetings;
(e) accepting services of process and any other documents or notices
to be served on the Seventh Issuer and prompt notification to
the Seventh Issuer of any legal proceedings initiated of which
the company secretary becomes aware;
(f) as and when requested by a director of the Seventh Issuer, the
company secretary of the Seventh Issuer or the auditors of the
Seventh Issuer, deliver to such person such information in
connection with the Seventh Issuer as may be in the possession
of the Seventh Issuer Corporate Services Provider or as may be
reasonably obtainable by it;
(g) as and when requested under the terms of any agreements to which
the Seventh Issuer is party, the delivery to any person entitled
to it under such terms of such information or documents which is
(i) provided for under such agreements, and (ii) in the
possession of the Seventh Issuer Corporate Services Provider or
is reasonably obtainable by it;
(h) the response to company correspondence and the communication
thereof with directors and shareholders as necessary;
(i) at the request of the relevant board of directors, prepare and
forward to the shareholders of such Seventh Issuer all
statements and notices which the board of directors is required
to issue, send or serve in accordance with the Articles of
Association;
(j) give, at the request of the board of directors, any directions
and information to any providers or services (such as auditors,
accountants, financial or management advisers or attorneys) or
other agents appointed by the board of directors pursuant to the
Articles of Association; and
(k) use of its best efforts to cause the Seventh Issuer (to the
extent that the Seventh Issuer has sufficient funds and other
resources and is otherwise able to do so) to comply with its
obligations under any agreement by which the Seventh Issuer is
bound and under all relevant laws.
5. ADDITIONAL SERVICES
The Seventh Issuer Corporate Services Provider may agree with the Note
Trustee and/or the Security Trustee to provide certain other
supplementary services which the Seventh Issuer, the Note Trustee
and/or the Security Trustee may from time to time request the Seventh
Issuer Corporate Services Provider to carry out, or that the Corporate
Service Provider deems necessary as being ancillary to the statutory
duties of the Directors nominated by the Seventh Issuer Corporate
Services Provider (ADDITIONAL SERVICES).
6. CONFIDENTIALITY
The Seventh Issuer Corporate Services Provider shall not, and hereby
undertakes to procure that each person nominated or deemed to be
nominated as director or company secretary of the Seventh Issuer by it
pursuant to CLAUSE 2 (Nomination of Directors Prior to Service of a
Seventh Issuer Note Acceleration Notice) and any agent nominated by it
pursuant to this Agreement shall not, and that Holdings shall not at
any time disclose to any person, firm or
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company whatsoever, and shall treat as confidential, any information
relating to the business, finances or other matters of Halifax, or the
Seventh Issuer, which such person may have obtained as a result of (in
the case of the Seventh Issuer Corporate Services Provider) its role
under this Agreement or as employer or principal to any such director,
shareholder or agent and (in the case of any such director,
shareholder or agent) his or its position as director, shareholder or
agent of the Seventh Issuer, or otherwise have become possessed, and
the Seventh Issuer Corporate Services Provider shall use its best
endeavours to prevent any such disclosure, provided however that the
provisions of this CLAUSE 6 shall not apply:
(a) to the disclosure of any information already known to the
recipient otherwise than as a result of a breach of this CLAUSE
6;
(b) to the disclosure of any information which is or becomes public
knowledge otherwise than as a result of such disclosure being
made in breach of this CLAUSE 6, or as a result of the
unauthorised or improper conduct of the recipient;
(c) to the extent that disclosure is required pursuant to any law or
order of any court or pursuant to any direction, request or
requirement (whether or not having the force of law) of any
central bank or any governmental or other regulatory or taxation
authority (including, without limitation, any official bank
examiners or regulators or the Financial Services Authority in
its capacity as the UK Listing Authority);
(d) to the disclosure of any information to professional advisers
to, or agents of, the Seventh Issuer Corporate Services
Provider, Halifax or any of the Rating Agencies who receive the
same under a duty of confidentiality;
(e) to the disclosure of any information with the consent of all the
parties hereto or to the Note Trustee;
(f) to the disclosure of any information in respect of the Seventh
Issuer to the Security Trustee; and
(g) to disclosure on behalf of the Seventh Issuer of any information
required by the terms of any Transaction Documents to which the
Seventh Issuer is now or becomes a party, to the persons to whom
such disclosure is required by the terms of the relevant
Transaction Document,
and the Seventh Issuer Corporate Services Provider hereby agrees to
indemnify and hold harmless Halifax, the Security Trustee and the
Seventh Issuer on an after tax basis for all losses, damages,
expenses, costs, claims and charges arising from or caused by any
disclosure of information by any of the Seventh Issuer Corporate
Services Provider or any agent appointed by it or any director
nominated or deemed to be nominated by it or any agent appointed by
it, which disclosure is made contrary to the provisions of this CLAUSE
6.
Upon termination of this Agreement pursuant to CLAUSE 12
(Termination), Holdings, the Seventh Issuer Corporate Services
Provider, any of its agents and each person nominated or deemed
nominated by the Seventh Issuer Corporate Services Provider as
Director of the Seventh Issuer (regardless of whether or not such a
person shall still be in office) shall forthwith deliver (and in the
meantime hold on trust for, and to the order of Halifax) to Halifax,
or as Halifax shall direct, the information described in this CLAUSE 6
in their possession or under their control howsoever held.
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7. REMUNERATION, COSTS AND EXPENSES
Until termination of this Agreement pursuant to CLAUSE 12
(Termination), the Seventh Issuer Corporate Services Provider shall be
entitled to remuneration under this Agreement in accordance with a fee
letter of even date hereof (the SEVENTH ISSUER CORPORATE SERVICES FEE
LETTER).
The remuneration payable pursuant to this CLAUSE 7 shall be borne by
the Seventh Issuer and payable in accordance with the terms of the
Seventh Issuer Corporate Services Fee Letter.
The Seventh Issuer, the Note Trustee and the Security Trustee agree
that the Seventh Issuer Corporate Services Provider is not required to
advance, expend or use its own funds or otherwise incur any liability
on its own account in the provision of the Corporate Services or the
Additional Services.
Subject to the timely receipt of funds from Funding 1, the Seventh
Issuer Corporate Services Provider undertakes, if requested, to pay in
a timely manner, on behalf of the Seventh Issuer, all operational
costs incurred by the Seventh Issuer in relation to this Agreement.
Such operational costs shall include legal and auditor's fees, telex,
stationery, facsimile and telephone costs and other fees or expenses
payable to administer the Seventh Issuer and to maintain that the
Seventh Issuer is in existence and duly registered.
8. ENGAGEMENT OF THIRD PARTIES
The Seventh Issuer Corporate Services Provider may appoint agents to
perform any of the duties to be performed by the Seventh Issuer
Corporate Services Provider, provided that the Seventh Issuer
Corporate Services Provider remains liable for the performance of any
duties by any agent as if such duty had been performed by the Seventh
Issuer Corporate Services Provider itself.
The Seventh Issuer Corporate Services Provider shall not be liable for
any loss to the Seventh Issuer arising from the negligence, fraud or
wilful misconduct of any delegate appointed pursuant to this CLAUSE 8
in the event that the Seventh Issuer has given its written consent to
such appointment, except to the extent such loss is caused by the
gross negligence, wilful default, dishonesty or fraud of the Seventh
Issuer Corporate Services Provider.
9. COVENANT BY HOLDINGS
Holdings hereby covenants with the Security Trustee that it shall not
sell, charge, exchange, transfer or otherwise deal in the shares which
it holds in the Seventh Issuer at any time prior to the Final
Redemption relating to the Seventh Issuer without the prior written
consent of the Security Trustee.
10. UNDERTAKINGS BY THE SEVENTH ISSUER
The Seventh Issuer hereby undertakes to:
(a) hold all of its board meetings in the UK;
(b) ensure all of its directors are and will remain residents in the
UK for UK tax purposes;
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(c) ensure that the Seventh Issuer is centrally managed and
controlled in the UK for UK tax purposes; and
(d) apply in its statutory accounts either an authorised accruals
method of accounting for the purposes of Section 156(4) of the
Finance Act 1994, Section 85 of the Finance Act 1996 and
Sections 83(1), 83(2) and 83(4) of the Finance Act 2002, or,
after Section 52 of the Finance Act 2004 has effect in relation
to the Seventh Issuer, UK generally accepted accounting practice
within the meaning of Section 50 of the Finance Act 2004.
11. INDEMNITY
The Seventh Issuer shall, on written demand of the Seventh Issuer
Corporate Services Provider, indemnify and hold harmless the Seventh
Issuer Corporate Services Provider and any officer provided by the
Seventh Issuer Corporate Services Provider and any of the directors,
officers, employees and agents of the Seventh Issuer Corporate
Services Provider at the time of such demand, against any liabilities,
actions, proceedings, claims or demands whatsoever which it or any of
them may incur or be subject to in direct consequence of this
Agreement or as a direct result of the performance of the functions
and obligations provided for under this Agreement except as a result
of:
(i) a breach by the Seventh Issuer Corporate Services Provider of
this Agreement; or
(ii) the gross negligence, wilful default, dishonesty or fraud of the
Seventh Issuer Corporate Services Provider, any officer which is
provided by the Seventh Issuer Corporate Services Provider or
any of the directors, officers, employees or agents of the
Seventh Issuer Corporate Services Provider, as the case may be.
This indemnity shall expressly inure to the benefit of any director,
officer, employee or agent existing or future of the Seventh Issuer
Corporate Services Provider. The termination of this Agreement shall
not affect the rights and obligations of the parties arising under
this CLAUSE 11 prior to such termination.
12. TERMINATION
(a) In respect of rights and obligations relating to the Seventh
Issuer under this Agreement, such rights and obligations shall
terminate automatically on the date falling 90 days after all
Seventh Issuer Secured Obligations are discharged in full.
(b) This Agreement shall terminate automatically on the date falling
90 days after the termination of the Mortgages Trust Deed.
(c) Notwithstanding CLAUSES 12(A) and 12(B), the Seventh Issuer may
terminate the appointment of its directors or any of them at any
time in accordance with the provisions set down in its Articles
of Association.
(d) The Seventh Issuer Corporate Services Provider may terminate
this Agreement by not less than 90 days' prior written notice to
each of the parties to this Agreement. Such termination shall
take effect on the date of expiry of the notice or such longer
period as the parties may agree.
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13. NON-ASSIGNMENT
The rights and obligations of the parties hereto are personal and,
save in the case of the Seventh Issuer in accordance with the Seventh
Issuer Deed of Charge, shall not be capable of assignment, except with
the consent of the Security Trustee.
14. PERMITTED ENFORCEMENT
Save as permitted by the Seventh Issuer Deed of Charge, each of
Halifax and the Seventh Issuer Corporate Services Provider agree with
the Seventh Issuer that it shall not take any steps for the purpose of
recovering any sum under or in connection with this Agreement and
shall not in any event take any steps to procure the winding-up,
administration (including, for the avoidance of doubt, the filing of
documents with the court or the service of a notice of intention to
appoint an administrator) or liquidation of the Seventh Issuer on any
account whatsoever.
15. THE SECURITY TRUSTEE
The Security Trustee has agreed to become a party to this Agreement
for the better preservation and enforcement of its rights under this
Agreement but shall have no obligation or liability whatsoever to the
Seventh Issuer Corporate Services Provider or the Seventh Issuer under
or arising from or by virtue of the Security Trustee joining as a
party to this Agreement.
16. NOTICES
Any notices to be given pursuant to this Agreement to any of the
parties hereto shall be sufficiently served if sent by prepaid first
class post or facsimile transmission and shall be deemed to be given
(in the case of facsimile transmission) when despatched or (in the
case of first class post) when it would be received in the ordinary
course of the post and shall be sent:
(a) in the case of Halifax to: Trinity Road (LP/3/3/SEC), Halifax,
West Yorkshire HX1 2RG (facsimile number +44 (0)113 235 7511)
for the attention of the Head of Mortgage Securitisation, with a
copy to HBOS Treasury Services plc, 33 Old Broad Street, London
EC2N 1HZ, facsimile number: +44 (0)20 7574 8303, for the
attention of the Head of Mortgage Securitisation and Covered
Bonds;
(b) in the case of the Seventh Issuer and Holdings to: Blackwell
House, Guildhall Yard, London EC2V 5AE (facsimile number +44
(0)20 7556 0975) for the attention of the Secretary;
(c) in the case of the Seventh Issuer Corporate Services Provider
to: Blackwell House, Guildhall Yard, London EC2V 5AE (facsimile
number +44 (0)20 7556 0975) for the attention of the Directors;
and
(d) in the case of the Security Trustee or the Note Trustee to: The
Bank of New York, 48th Floor, One Canada Square, London E14 5AL
(facsimile number +44 (0)20 7964 6399) 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 16.
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17. AMENDMENTS
Subject to CLAUSE 23.6 of the Seventh Issuer Deed of Charge, 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 Seventh Issuer Corporate Services Provider shall be entitled to
provide services of a like nature to those to be provided by the
Seventh Issuer Corporate Services Provider under this Agreement to any
other person. The Seventh Issuer Corporate Services Provider shall not
be deemed to be affected with notice of or to be under any duty to
disclose to the Seventh Issuer any fact or matter which may come to
the notice of the Seventh Issuer Corporate Services Provider or any
employee in the course of the Seventh Issuer Corporate Services
Provider rendering similar services to other persons in the course of
business in any other capacity or in any manner whatsoever otherwise
than in the course of carrying out its duties hereunder.
20. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT, 1999
Except as otherwise provided in CLAUSE 13 (Non-Assignment), a person
who is not a party to this Agreement has no rights under the Contracts
(Rights of Third Parties) Act 1999 to enforce any term of this
Agreement, but this does not affect any right or remedy of a third
party which exists or is available apart from that Act.
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 Seventh Issuer Corporate Services Provider shall have the power to
delegate its rights and duties in respect of its appointment as the
secretary of the Seventh Issuer to such person as the Seventh Issuer
and the Security Trustee may approve, notwithstanding which the
Seventh Issuer Corporate Services Provider shall remain liable
hereunder for any act or omission of any such delegate if such act or
omission were its own.
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
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hereby irrevocably agrees that all claims in respect of such action or
proceeding may be heard and determined by such courts. Each party to
this Agreement hereby irrevocably waives, to the fullest extent it may
possibly do so, any defence or claim that the English courts are an
inconvenient forum for the maintenance or hearing of such action or
proceeding.
IN WITNESS WHEREOF the parties hereto have executed this Agreement on the date
first mentioned above.
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SIGNATORIES
SEVENTH ISSUER CORPORATE SERVICES PROVIDER
SIGNED by )
for and on behalf of )
STRUCTURED FINANCE )
MANAGEMENT LIMITED ) ...........................................
HOLDINGS
SIGNED by )
for and on behalf of )
PERMANENT HOLDINGS LIMITED ) ............................................
SEVENTH ISSUER
SIGNED by )
for and on behalf of )
PERMANENT FINANCING (NO. 7) PLC ) ............................................
HALIFAX
SIGNED by ) ............................................
as attorney for and on behalf of )
HALIFAX PLC ) (as attorney as aforesaid)
Witness's Signature: .......................
Name: .......................
Address: .......................
SECURITY TRUSTEE AND NOTE TRUSTEE
SIGNED by )
for and on behalf of )
THE BANK OF NEW YORK ) ...........................................
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