EXHIBIT 10.6.1
EXECUTION COPY
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
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 of incorporation or domicile has assumed the rights and/or
obligations of such party or to whom under such laws the same have been
transferred.
2. NOMINATION OF DIRECTORS PRIOR TO SERVICE OF 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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