Exhibit 4.11
EXECUTION COPY
MASTER ISSUER POST-ENFORCEMENT CALL OPTION AGREEMENT
17 OCTOBER 2006
PERMANENT MASTER ISSUER PLC
(as Master Issuer)
and
PERMANENT PECOH LIMITED
(as Master Issuer Post-Enforcement Call Option Holder)
and
THE BANK OF NEW YORK
(as Master Issuer Security Trustee and Note Trustee)
ALLEN & OVERY
ALLEN & OVERY LLP
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CONTENTS
CLAUSE
PAGE
1.
Definitions and
Interpretation.........................................1
2.
Option.................................................................1
3.
Consideration..........................................................2
4.
Acknowledgement........................................................2
5.
Assignment.............................................................2
6.
Notices................................................................2
7.
Exclusion of Third Party
Rights........................................3
8.
Counterparts...........................................................3
9.
Governing
Law..........................................................3
10.
Submission to
Jurisdiction............................................3
Signatories...................................................................5
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THIS MASTER ISSUER POST-ENFORCEMENT CALL OPTION AGREEMENT is made
on 17 October
2006
BETWEEN:
(1)
PERMANENT MASTER ISSUER PLC (registered number 5922774), a
public
limited company incorporated under the laws of England and Wales
whose
registered office is at 35 Great St. Helen's, London EC3A 6AP
(the
MASTER ISSUER);
(2)
PERMANENT PECOH LIMITED (registered number 4267666), a private
limited
company incorporated under the laws of England and Wales whose
registered office is at 35 Great St. Helen's, London EC3A 6AP
(the
MASTER ISSUER POST-ENFORCEMENT CALL OPTION HOLDER);
(3)
THE BANK OF NEW YORK, a New York banking corporation, acting
through
its offices at 48th Floor, One Canada Square, London E14 5AL
(acting in
its capacity as MASTER ISSUER SECURITY TRUSTEE); and
(4)
THE BANK OF NEW YORK, a New York banking corporation, acting
through
its offices at 48th Floor, One Canada Square, London E14 5AL
(acting in
its capacity as NOTE TRUSTEE).
IT IS HEREBY AGREED AS FOLLOWS:
1.
DEFINITIONS AND INTERPRETATION
The
amended and restated master definitions and construction
schedule
signed by, amongst others, the parties to this Agreement and dated
17
October 2006 (as the same may be amended, varied or supplemented
from
time
to time with the consent of the parties to this Agreement) (the
MASTER
DEFINITIONS AND CONSTRUCTION SCHEDULE) and the master issuer
master definitions and construction schedule, signed for the
purposes of
identification by Allen & Overy LLP and Sidley Austin on 17
October 2006
(as
the same may be amended, varied or supplemented from time to
time
with
the consent of the parties to this Agreement) (the MASTER
ISSUER
MASTER DEFINITIONS AND CONSTRUCTION SCHEDULE) are expressly and
specifically incorporated into this Agreement and, accordingly,
the
expressions defined in the Master Definitions and Construction
Schedule
and
the Master Issuer Master Definitions and Construction Schedule
shall, except where the context otherwise requires and save
where
otherwise defined herein, have the same meanings in this Agreement
and
this
Agreement shall be construed in accordance with the
interpretation
provisions set out in clause 2 of the Master Definitions and
Construction Schedule and the Master Issuer Master Definitions
and
Construction Schedule.
2.
OPTION
2.1 In the
event that the Master Issuer Security is enforced and, after
payment of all other claims ranking in priority to the Notes under
the
Master Issuer Deed of Charge, the remaining proceeds of such
enforcement
are
insufficient to pay in full all principal and interest and
other
amounts whatsoever due in respect of the Notes and all other
claims
ranking pari passu therewith, the Noteholders shall, upon the
Master
Issuer Security having been enforced and realised to the
maximum
possible extent as certified by the Master Issuer Security Trustee,
be
forthwith entitled to their respective shares of such remaining
proceeds
(as
determined in accordance with the provisions of the Master
Issuer
Deed
of Charge), and the date upon which payment to each Noteholder
is
made
shall be called the OPTION EXERCISE DATE.
2.2 The
Note Trustee hereby grants, and the Master Issuer hereby
acknowledges, an option (the OPTION), under which the Note Trustee
has
no
personal liability, exercisable by the Master Issuer
1
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Post-Enforcement Call Option Holder (or by any designated
subsidiary of
the
Master Issuer Post-Enforcement Call Option Holder, to be
designated
by
not
