Exhibit 10.9
MASTER ISSUER CORPORATE SERVICES AGREEMENT
[*] 2006
STRUCTURED FINANCE MANAGEMENT LIMITED
AND
PERMANENT HOLDINGS LIMITED
AND
PERMANENT MASTER ISSUER PLC
AND
HALIFAX PLC
AND
THE BANK OF NEW YORK
XXXXX & XXXXX
XXXXX & XXXXX LLP
CONTENTS
CLAUSE PAGE
1. Definitions and Interpretation..........................................1
2. Nomination of Directors Prior to Service
of a Ninth Issuer Note Acceleration Notice..............................2
3. Nomination of Directors After Service of a
Ninth Issuer Note Acceleration Notice...................................3
4. Provision of Corporate Administrative Services..........................4
5. Additional Services.....................................................5
6. Confidentiality.........................................................5
7. Remuneration, Costs and Expenses........................................6
8. Engagement of Third Parties.............................................7
9. Covenant by Holdings....................................................7
10. Undertakings by the Ninth Issuer........................................7
11. Indemnity...............................................................7
12. Termination.............................................................8
13. Non-Assignment..........................................................8
14. Permitted Enforcement...................................................8
15. The Security Trustee....................................................8
16. Notices.................................................................9
17. Amendments..............................................................9
18. Invalidity..............................................................9
19. Non-Exclusive Appointment...............................................9
20. Contracts (Rights of Third Parties) Act, 1999...........................9
21. Counterparts...........................................................10
22. Delegation.............................................................10
23. Governing Law..........................................................10
24. Submission to Jurisdiction.............................................10
Signatories..................................................................11
THIS MASTER ISSUER CORPORATE SERVICES AGREEMENT is made on [*] 2006
BETWEEN:
(1) STRUCTURED FINANCE MANAGEMENT LIMITED (registered number 3853947) whose
business address is at 00 Xxxxx Xx. Xxxxx'x, Xxxxxx XX0X 0XX(xx its
capacity as the MASTER ISSUER CORPORATE SERVICES PROVIDER);
(2) PERMANENT HOLDINGS LIMITED (registered number 4267664) whose registered
office is at 00 Xxxxx Xx. Xxxxx'x, Xxxxxx XX0X 0XX (HOLDINGS);
(3) PERMANENT MASTER ISSUER PLC (registered number [*]) a public limited
company incorporated under the laws of England and Wales whose registered
office is at 00 Xxxxx Xx. Xxxxx'x, Xxxxxx XX0X 0XX (the MASTER ISSUER);
(4) HALIFAX PLC (registered number 02367076), a public limited company
incorporated under the laws of England and Wales, whose registered office
is at Xxxxxxx Xxxx, Xxxxxxx, Xxxx Xxxxxxxxx XX0 0XX (HALIFAX); and
(5) THE BANK OF NEW YORK, a New York banking corporation whose London branch
office is at 00xx Xxxxx, Xxx Xxxxxx Xxxxxx, Xxxxxx X00 0XX (in its
capacities as the SECURITY TRUSTEE and as the NOTE TRUSTEE).
WHEREAS:
The Master Issuer Corporate Services Provider has agreed with the other parties
to this Agreement to provide various corporate administration and personnel
services to the Master Issuer on the terms and conditions contained in this
Agreement.
IT IS HEREBY AGREED as follows:
1. DEFINITIONS AND INTERPRETATION
The amended and restated master definitions and construction schedule
signed by, amongst others, the parties to this Agreement and dated [*]
2006 (as the same may be amended, restated or supplemented from time to
time with the consent of the parties to this Agreement) (the MASTER
DEFINITIONS AND CONSTRUCTION SCHEDULE) and the master issuer master
definitions and construction schedule signed for the purposes of
identification by Xxxxx & Overy LLP and Sidley Austin on [*] 2006 (as the
same may be amended, varied or supplemented from time to time with the
consent of the parties to this Agreement) (the MASTER ISSUER MASTER
DEFINITIONS AND CONSTRUCTION SCHEDULE) are expressly and specifically
incorporated into this Agreement and, accordingly, the expressions
defined in the Master Definitions and Construction Schedule and the
Master Issuer Master Definitions and Construction Schedule (as so
amended, varied or supplemented from time to time) shall, except where
the context otherwise requires and save where otherwise defined herein,
have the meanings in this Agreement, including the Recitals hereto, and
this Agreement shall be construed in accordance with the interpretation
provisions set out in Clause 2 (Interpretation and Construction) of the
Master Definitions and Construction Schedule and the Master Issuer Master
Definitions and Construction Schedule.
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
1
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 MASTER ISSUER NOTE
ACCELERATION NOTICE
2.1 ENTITLEMENT TO NOMINATE
Prior to the service of a Master 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 Master Issuer (and, in
each case, Halifax has nominated Xxxxx Xxxxx as its first nominee
in such capacity);
(b) the Master Issuer Corporate Services Provider is entitled to, and
shall, nominate two persons willing to serve in the capacity of
director of the Master Issuer (and, in each case, has nominated
SFM Directors Limited (registered number 3920254) and SFM
Directors (No. 2) Limited (registered number 4017430) as its first
nominees in such capacity) and nothing herein shall prevent the
Master Issuer Corporate Services Provider from nominating itself
as a corporate director of the Master Issuer; and
(c) the Master Issuer Corporate Services Provider will be entitled to,
and shall, nominate one person willing to serve in the capacity of
Company Secretary of the Master Issuer and has nominated SFM
Corporate Services Limited (registered number 3920255) as its
first nominee in such capacity.
2.2 APPOINTOR
In relation to any person nominated or deemed to be nominated under
Clause 2.1 above or Clause 2.3 below, whichever of Halifax or the Master
Issuer Corporate Services Provider nominated that person is referred to
below as that person's APPOINTOR.
2.3 RESIGNATION OR RETIREMENT OF DIRECTOR
Each appointor hereby confirms to the other that, if the person nominated
or deemed to be nominated by it should resign or retire or for any other
reason cease to act as director of the Master Issuer, it will promptly:
(a) procure that such director shall acknowledge in writing that he
has no claim of any nature whatsoever against the Master Issuer;
(b) nominate another person willing to act in the relevant capacity;
and
(c) procure the consent of that other person to act in that capacity.
2.4 ACCEPTANCE OF APPOINTMENT AND PAYMENT
Each appointor shall procure that each of the persons respectively
nominated or deemed to be nominated by it from time to time as provided
above accepts the relevant appointment and acts in the relevant capacity
without fee or remuneration (including, for the avoidance of doubt, upon
resignation or retirement) from the Master Issuer, save that nothing in
this Agreement shall prejudice the right of the Master Issuer Corporate
Services Provider to be remunerated for its services under Clause 7
(Remuneration, Costs and Expenses) below.
2
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 Master Issuer
and all rights and powers vested in it under the Articles of
Association of the Master Issuer so as to procure that the board
of directors of the Master Issuer comprises at all times one
nominee of Halifax (provided that Halifax shall have nominated a
person to such office) and two nominees of the Master Issuer
Corporate Services Provider, as provided under Clause 2.1 above;
and
(b) the Master Issuer Corporate Services Provider and Halifax shall
procure that at all times all of the directors nominated by them
under Clause 2.1 above, for the Master Issuer will be resident in
the UK (and not in any other jurisdiction) for the purposes of UK
income tax.
3. NOMINATION OF DIRECTORS AFTER SERVICE OF A MASTER ISSUER NOTE
ACCELERATION NOTICE
3.1 RIGHTS AND POWERS UPON SERVICE OF A MASTER ISSUER NOTE ACCELERATION
NOTICE
In the event that a Master Issuer Note Acceleration Notice is served on
the Master Issuer, Holdings shall exercise its rights as the sole
beneficial owner of all of the shares in the Master Issuer, and the
rights and powers vested in it under the Articles of Association of the
Master Issuer so as to procure that:
(a) such new or additional directors of the Master Issuer as the
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 Master 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 Master Issuer, and in the event (but only in
the event) that the provisions of Clause 3.1 above apply Holdings
undertakes and agrees to comply with all requests of the Security Trustee
as to:
(a) the exercise of its rights as shareholder of the Master Issuer;
and
(b) all rights and powers vested in it under the Articles of
Association of the Master Issuer,
in relation to the appointment and/or removal from office by Holdings of
any of the directors of the Master Issuer.
3
3.4 RESIGNATION
In the event that a Master Issuer Note Acceleration Notice is served on
the Master Issuer, any appointment of a director in office at such time
validly made pursuant to Clauses 2.1 (Entitlement to Nominate) or 2.3
(Resignation or Retirement of Director) above shall continue to be
effective in accordance with the provisions of this Agreement unless and
until such director has resigned pursuant to Clause 3.1(b) above.
3.5 NO RECOURSE
The obligations of the parties hereto under this Agreement are solely the
corporate obligations of each of the parties.
No recourse shall be had in respect of any obligation or claim arising
out of or based upon this Agreement against any employee, officer or
director of any of the parties hereto, save where the claim, demand,
liability, cost or expense in connection therewith arises from the gross
negligence, wilful default or breach of duty of such employee, officer or
director of the respective party.
4. PROVISION OF CORPORATE ADMINISTRATIVE SERVICES
Until termination of this Agreement pursuant to Clause 12 (Termination),
the Master Issuer Corporate Services Provider shall provide all general
company secretarial, registrar and company administration services (the
Corporate Services) required by the Master Issuer including, without
limitation, the following:
(a) procuring the preparation and keeping of the accounts of the
Master Issuer by Halifax and such books and records as are
required by any applicable law or otherwise to be kept by the
Master Issuer for the proper conduct of the affairs of the Master
Issuer. For the avoidance of doubt the Master 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 Master Issuer;
(b) providing all necessary staff and facilities for the Master
Issuer, including the provision of registered office accommodation
for the Master Issuer (which shall as at the date of this
Agreement be at 00 Xxxxx Xx. Xxxxx'x, Xxxxxx XX0X 0XX);
(c) the maintenance and safe-keeping of the register of shareholders
and corporate records in accordance with the Articles of
Association and the Companies Xxx 0000, 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, in the UK, of the annual shareholders' meeting and
the annual meeting of the directors' of the Master 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 Master Issuer and prompt notification to the
Master Issuer of any legal proceedings initiated of which the
company secretary becomes aware;
(f) as and when requested by a director of the Master Issuer, the
company secretary of the Master Issuer or the auditors of the
Master Issuer, deliver to such person such information in
4
connection with the Master Issuer as may be in the possession of
the Master 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 Master 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 Master 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 Master 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 Master Issuer (to the extent
that the Master 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 Master Issuer is bound and under
all relevant laws.
5. ADDITIONAL SERVICES
The Master Issuer Corporate Services Provider may agree with the Note
Trustee and/or the Security Trustee to provide certain other
supplementary services which the Master Issuer, the Note Trustee and/or
the Security Trustee may from time to time request the Master 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 Master Issuer Corporate Services Provider
(ADDITIONAL SERVICES).
6. CONFIDENTIALITY
The Master 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 Master Issuer by it
pursuant to Clause 2 (Nomination of Directors Prior to Service of a
MASTER 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 Master Issuer, which such person may
have obtained as a result of (in the case of the Master 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 Master Issuer, or otherwise have become
possessed, and the Master 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;
5
(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 Master 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 Master
Issuer to the Security Trustee; and
(g) to disclosure on behalf of the Master Issuer of any information
required by the terms of any Transaction Documents to which the
Master 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 Master Issuer Corporate Services Provider hereby agrees to
indemnify and hold harmless Halifax, the Security Trustee and the Master
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 Master 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 Master Issuer Corporate Services Provider, any of its
agents and each person nominated or deemed nominated by the Master Issuer
Corporate Services Provider as Director of the Master 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 Master Issuer Corporate Services Provider shall be entitled to
remuneration under this Agreement in accordance with a fee letter of even
date hereof (the MASTER ISSUER CORPORATE SERVICES FEE LETTER).
The remuneration payable pursuant to this Clause 7 shall be borne by the
Master Issuer and payable in accordance with the terms of the Master
Issuer Corporate Services Fee Letter.
The Master Issuer, the Note Trustee and the Security Trustee agree that
the Master 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.
6
Subject to the timely receipt of funds from Funding 1, the Master Issuer
Corporate Services Provider undertakes, if requested, to pay in a timely
manner, on behalf of the Master Issuer, all operational costs incurred by
the Master 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 Master Issuer and to maintain that the Master
Issuer is in existence and duly registered.
8. ENGAGEMENT OF THIRD PARTIES
The Master Issuer Corporate Services Provider may appoint agents to
perform any of the duties to be performed by the Master Issuer Corporate
Services Provider, provided that the Master Issuer Corporate Services
Provider remains liable for the performance of any duties by any agent as
if such duty had been performed by the Master Issuer Corporate Services
Provider itself.
The Master Issuer Corporate Services Provider shall not be liable for any
loss to the Master Issuer arising from the negligence, fraud or wilful
misconduct of any delegate appointed pursuant to this Clause 8 in the
event that the Master 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 Master Issuer
Corporate Services Provider.
9. COVENANT BY HOLDINGS
Holdings hereby covenants with the Security Trustee that:
(a) it shall not sell, charge, exchange, transfer or otherwise deal in
the shares which it holds in the Master Issuer at any time prior
to the Final Redemption relating to the Master Issuer without the
prior written consent of the Security Trustee;
(b) it will not, and will procure that no company that it controls
will, undertake any transactions other than those contemplated
under the Transaction Documents.
10. UNDERTAKINGS BY THE MASTER ISSUER
The Master 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 (and not in any other jurisdiction) for UK tax purposes;
(c) ensure that the Master Issuer is centrally managed and controlled
in the UK for UK tax purposes; and
(d) adopt and maintain a basis of accounting which satisfies the
definition of "UK generally accepted accounting practice"
contained in section 50 of the Finance Xxx 0000 in respect of its
loan relationships and its derivatives contracts.
11. INDEMNITY
The Master Issuer shall, on written demand of the Master Issuer Corporate
Services Provider, indemnify and hold harmless the Master Issuer
Corporate Services Provider and any officer provided by the Master Issuer
Corporate Services Provider and any of the directors, officers, employees
and agents of the Master 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:
(a) a breach by the Master Issuer Corporate Services Provider of this
Agreement; or
(b) the gross negligence, wilful default, dishonesty or fraud of the
Master Issuer Corporate Services Provider, any officer which is
provided by the Master Issuer Corporate Services
7
Provider or any of the directors, officers, employees or agents of
the Master 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 Master 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
12.1 In respect of rights and obligations relating to the Master Issuer under
this Agreement, such rights and obligations shall terminate automatically
on the date falling 90 days after all Master Issuer Secured Obligations
are discharged in full.
12.2 This Agreement shall terminate automatically on the date falling 90 days
after the termination of the Mortgages Trust Deed.
12.3 Notwithstanding Clauses 12.1 and 12.2, the Master 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.
12.4 The Master 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 Master Issuer in accordance with the Master 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 Master Issuer Deed of Charge, each of Halifax
and the Master Issuer Corporate Services Provider agree with the Master
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 Master 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
Master Issuer Corporate Services Provider or the Master Issuer under or
arising from or by virtue of the Security Trustee joining as a party to
this Agreement.
8
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: Xxxxxxx Xxxx (XX/0/0/XXX), Xxxxxxx,
Xxxx Xxxxxxxxx XX0 0XX (facsimile number x00 (0)000 000 0000) for
the attention of the Head of Mortgage Securitisation, with a copy
to HBOS Treasury Services plc, 00 Xxx Xxxxx Xxxxxx, Xxxxxx XX0X
0XX, facsimile number: x00 (0)00 0000 0000, for the attention of
the Head of Mortgage Securitisation and Covered Bonds;
(b) in the case of the Master Issuer and Holdings to: 00 Xxxxx Xx.
Xxxxx'x, Xxxxxx XX0X 0XX (facsimile number x00 (0)00 0000 0000)
for the attention of the Secretary;
(c) in the case of the Master Issuer Corporate Services Provider to:
00 Xxxxx Xx. Xxxxx'x, Xxxxxx XX0X 0XX (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, 00xx Xxxxx, Xxx Xxxxxx Xxxxxx, Xxxxxx X00 0XX
(facsimile number x00 (0)00 0000 0000) 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 Master 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 Master Issuer Corporate Services Provider shall be entitled to
provide services of a like nature to those to be provided by the Master
Issuer Corporate Services Provider under this Agreement to any other
person. The Master Issuer Corporate Services Provider shall not be deemed
to be affected with notice of or to be under any duty to disclose to the
Master Issuer any fact or matter which may come to the notice of the
Master Issuer Corporate Services Provider or any employee in the course
of the Master 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) Xxx 0000 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.
9
21. COUNTERPARTS AND SEVERABILITY
21.1 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. Each
counterpart shall constitute an original, but all the counterparts shall
together constitute but one and the same instrument.
21.2 Where any provision in or obligation under this Agreement shall be
invalid, illegal or unenforceable in any jurisdiction, the validity,
legality and enforceability of the remaining provisions or obligations
under this Agreement, or of such provision or obligation in any other
jurisdiction, shall not be affected or impaired thereby.
22. DELEGATION
The Master Issuer Corporate Services Provider shall have the power to
delegate its rights and duties in respect of its appointment as the
secretary of the Master Issuer to such person as the Master Issuer and
the Security Trustee may approve, notwithstanding which the Master 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.
10
SIGNATORIES
MASTER 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 )
MASTER ISSUER
SIGNED by )
for and on behalf of )
PERMANENT MASTER ISSUER 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 )
11
