EXHIBIT 10.6.1
DRAFT
[ALLEN & OVERY GRAPHIC]
ALLEN & OVERY LLP
EIGHTH ISSUER CORPORATE SERVICES AGREEMENT
STRUCTURED FINANCE MANAGEMENT LIMITED
and
PERMANENT HOLDINGS LIMITED
and
PERMANENT FINANCING (NO. 8) PLC
and
HALIFAX plc
and
THE BANK OF NEW YORK
[22nd] June, 2005
CONTENTS
CLAUSE PAGE
1. Definitions and Interpretation....................................................... 3
2. Nomination of Directors Prior to Service of an Eighth Issuer Note Acceleration Notice 4
3. Nomination of Directors After Service of an Eighth Issuer Note Acceleration Notice... 5
4. Provision of Corporate Administrative Services....................................... 6
5. Additional Services.................................................................. 7
6. Confidentiality...................................................................... 7
7. Remuneration, Costs and Expenses..................................................... 8
8. Engagement of Third Parties.......................................................... 9
9. Covenant by Holdings................................................................. 9
10. Undertakings by the Eighth Issuer.................................................... 9
11. Indemnity............................................................................ 9
12. Termination.......................................................................... 10
13. Non-Assignment....................................................................... 10
14. Permitted Enforcement................................................................ 10
15. The Security Trustee................................................................. 10
16. Notices.............................................................................. 10
17. Amendments........................................................................... 11
18. Invalidity........................................................................... 11
19. Non-Exclusive Appointment............................................................ 11
20. Contracts (Rights of Third Parties) Act, 1999........................................ 11
21. Counterparts......................................................................... 11
22. Delegation........................................................................... 12
23. Governing Law........................................................................ 12
24. Submission to Jurisdiction........................................................... 12
Signatories..................................................................................... 13
THIS EIGHTH ISSUER CORPORATE SERVICES AGREEMENT is made on [22nd] June, 2005
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 EIGHTH 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 FINANCING (NO. 8) PLC (registered number 5434519) 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 EIGHTH
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 Eighth Issuer Corporate Services Provider has agreed with the other parties
to this Agreement to provide various corporate administration and personnel
services to the Eighth 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 [22nd]
June, 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 eighth issuer
master definitions and construction schedule signed for the purposes of
identification by Allen & Overy LLP and Sidley Austin Brown & Wood on
[22nd] June, 2005 (as the same may be amended, varied or supplemented
from time to time with the consent of the parties to this Agreement) (the
EIGHTH 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 Eighth 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 Eighth 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
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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 AN EIGHTH ISSUER NOTE
ACCELERATION NOTICE
2.1 ENTITLEMENT TO NOMINATE
Prior to the service of an Eighth 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 Eighth Issuer (and, in
each case, Halifax has nominated David Balai as its first nominee
in such capacity);
(b) the Eighth Issuer Corporate Services Provider is entitled to, and
shall, nominate two persons willing to serve in the capacity of
director of the Eighth 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 Eighth
Issuer Corporate Services Provider from nominating itself as a
corporate director of the Eighth Issuer; and
(c) the Eighth Issuer Corporate Services Provider will be entitled to,
and shall, nominate one person willing to serve in the capacity of
Company Secretary of the Eighth 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 Eighth
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 Eighth Issuer, it will promptly:
(a) procure that such director shall acknowledge in writing that he has
no claim of any nature whatsoever against the Eighth 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 Eighth Issuer, save that nothing in
this Agreement shall prejudice the right of the Eighth Issuer Corporate
Services Provider to be remunerated for its services under CLAUSE 7
(Remuneration, Costs and Expenses) below.
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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 Eighth Issuer and
all rights and powers vested in it under the Articles of
Association of the Eighth Issuer so as to procure that the board of
directors of the Eighth 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 Eighth Issuer Corporate
Services Provider, as provided under CLAUSE 2.1 above; and
(b) the Eighth 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 Eighth 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 AN EIGHTH ISSUER NOTE
ACCELERATION NOTICE
3.1 RIGHTS AND POWERS UPON SERVICE OF AN EIGHTH ISSUER NOTE ACCELERATION NOTICE
In the event that an Eighth Issuer Note Acceleration Notice is served on
the Eighth Issuer, Holdings shall exercise its rights as the sole
beneficial owner of all of the shares in the Eighth Issuer, and the
rights and powers vested in it under the Articles of Association of the
Eighth Issuer so as to procure that:
(a) such new or additional directors of the Eighth 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 Eighth 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 Eighth 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 Eighth Issuer; and
(b) all rights and powers vested in it under the Articles of
Association of the Eighth Issuer,
in relation to the appointment and/or removal from office by Holdings of
any of the directors of the Eighth Issuer.
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3.4 RESIGNATION
In the event that an Eighth Issuer Note Acceleration Notice is served on
the Eighth 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 Eighth Issuer Corporate Services Provider shall provide all general
company secretarial, registrar and company administration services (the
Corporate Services) required by the Eighth Issuer including, without
limitation, the following:
(a) procuring the preparation and keeping of the accounts of the Eighth
Issuer by Halifax and such books and records as are required by any
applicable law or otherwise to be kept by the Eighth Issuer for the
proper conduct of the affairs of the Eighth Issuer. For the
avoidance of doubt the Eighth 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 Eighth Issuer;
(b) providing all necessary staff and facilities for the Eighth Issuer,
including the provision of registered office accommodation for the
Eighth Issuer (which shall as at the date of this Agreement be at
35 Great St. Helen's, London EC3A 6AP);
(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;
(d) the convening of the annual shareholders' meeting and the annual
meeting of the directors' of the Eighth 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 Eighth Issuer and prompt notification to the
Eighth Issuer of any legal proceedings initiated of which the
company secretary becomes aware;
(f) as and when requested by a director of the Eighth Issuer, the
company secretary of the Eighth Issuer or the auditors of the
Eighth Issuer, deliver to such person such information in
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connection with the Eighth Issuer as may be in the possession of
the Eighth 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 Eighth 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 Eighth 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 Eighth 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 Eighth Issuer (to the extent
that the Eighth 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 Eighth Issuer is bound and under all
relevant laws.
5. ADDITIONAL SERVICES
The Eighth Issuer Corporate Services Provider may agree with the Note
Trustee and/or the Security Trustee to provide certain other
supplementary services which the Eighth Issuer, the Note Trustee and/or
the Security Trustee may from time to time request the Eighth 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 Eighth Issuer Corporate Services Provider
(ADDITIONAL SERVICES).
6. CONFIDENTIALITY
The Eighth 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 Eighth Issuer by it
pursuant to CLAUSE 2 (Nomination of Directors Prior to Service of an
Eighth 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 company whatsoever, and shall treat
as confidential, any information relating to the business, finances or
other matters of Halifax, or the Eighth Issuer, which such person may
have obtained as a result of (in the case of the Eighth 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 Eighth Issuer, or otherwise have become
possessed, and the Eighth 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;
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(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 Eighth 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 Eighth
Issuer to the Security Trustee; and
(g) to disclosure on behalf of the Eighth Issuer of any information
required by the terms of any Transaction Documents to which the
Eighth 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 Eighth Issuer Corporate Services Provider hereby agrees to
indemnify and hold harmless Halifax, the Security Trustee and the Eighth
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 Eighth 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 Eighth Issuer Corporate Services Provider, any of its
agents and each person nominated or deemed nominated by the Eighth Issuer
Corporate Services Provider as Director of the Eighth 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.
7. REMUNERATION, COSTS AND EXPENSES
Until termination of this Agreement pursuant to CLAUSE 12 (Termination),
the Eighth Issuer Corporate Services Provider shall be entitled to
remuneration under this Agreement in accordance with a fee letter of even
date hereof (the EIGHTH ISSUER CORPORATE SERVICES FEE LETTER).
The remuneration payable pursuant to this CLAUSE 7 shall be borne by the
Eighth Issuer and payable in accordance with the terms of the Eighth
Issuer Corporate Services Fee Letter.
The Eighth Issuer, the Note Trustee and the Security Trustee agree that
the Eighth 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 Eighth Issuer
Corporate Services Provider undertakes, if requested, to pay in a timely
manner, on behalf of the Eighth Issuer, all operational costs incurred by
the Eighth 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 Eighth Issuer and to maintain that the Eighth
Issuer is in existence and duly registered.
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8. ENGAGEMENT OF THIRD PARTIES
The Eighth Issuer Corporate Services Provider may appoint agents to
perform any of the duties to be performed by the Eighth Issuer Corporate
Services Provider, provided that the Eighth Issuer Corporate Services
Provider remains liable for the performance of any duties by any agent as
if such duty had been performed by the Eighth Issuer Corporate Services
Provider itself.
The Eighth Issuer Corporate Services Provider shall not be liable for any
loss to the Eighth Issuer arising from the negligence, fraud or wilful
misconduct of any delegate appointed pursuant to this CLAUSE 8 in the
event that the Eighth 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 Eighth 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 Eighth Issuer at any time prior to the Final Redemption
relating to the Eighth Issuer without the prior written consent of the
Security Trustee.
10. UNDERTAKINGS BY THE EIGHTH ISSUER
The Eighth 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;
(c) ensure that the Eighth 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 Eighth
Issuer, UK generally accepted accounting practice within the
meaning of Section 50 of the Finance Act 2004.
11. INDEMNITY
The Eighth Issuer shall, on written demand of the Eighth Issuer Corporate
Services Provider, indemnify and hold harmless the Eighth Issuer
Corporate Services Provider and any officer provided by the Eighth Issuer
Corporate Services Provider and any of the directors, officers, employees
and agents of the Eighth 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 Eighth Issuer Corporate Services Provider of this
Agreement; or
(ii) the gross negligence, wilful default, dishonesty or fraud of the
Eighth Issuer Corporate Services Provider, any officer which is
provided by the Eighth Issuer Corporate Services Provider or any of
the directors, officers, employees or agents of the Eighth Issuer
Corporate Services Provider, as the case may be.
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This indemnity shall expressly inure to the benefit of any director,
officer, employee or agent existing or future of the Eighth 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 Eighth Issuer under
this Agreement, such rights and obligations shall terminate automatically
on the date falling 90 days after all Eighth 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 Eighth 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 Eighth 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.
13. NON-ASSIGNMENT
The rights and obligations of the parties hereto are personal and, save
in the case of the Eighth Issuer in accordance with the Eighth 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 Eighth Issuer Deed of Charge, each of Halifax
and the Eighth Issuer Corporate Services Provider agree with the Eighth
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 Eighth 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
Eighth Issuer Corporate Services Provider or the Eighth 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
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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 Eighth Issuer and Holdings to: 35 Great St.
Helen's, London EC3A 6AP (facsimile number +44 (0)20 7398 6325) for
the attention of the Secretary;
(c) in the case of the Eighth Issuer Corporate Services Provider to: 35
Great St. Helen's, London EC3A 6AP (facsimile number +44 (0)20 7398
6325) 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.
17. AMENDMENTS
Subject to CLAUSE 23.6 of the Eighth 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 Eighth Issuer Corporate Services Provider shall be entitled to
provide services of a like nature to those to be provided by the Eighth
Issuer Corporate Services Provider under this Agreement to any other
person. The Eighth Issuer Corporate Services Provider shall not be deemed
to be affected with notice of or to be under any duty to disclose to the
Eighth Issuer any fact or matter which may come to the notice of the
Eighth Issuer Corporate Services Provider or any employee in the course
of the Eighth 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.
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22. DELEGATION
The Eighth Issuer Corporate Services Provider shall have the power to
delegate its rights and duties in respect of its appointment as the
secretary of the Eighth Issuer to such person as the Eighth Issuer and
the Security Trustee may approve, notwithstanding which the Eighth 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 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
EIGHTH 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 ) ..........................
EIGHTH ISSUER
SIGNED by )
for and on behalf of )
PERMANENT FINANCING (NO. 8) 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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