LOGO LOGO
EXHIBIT 4.2
Dated [*] 2003
GRACECHURCH RECEIVABLES TRUSTEE LIMITED
as Receivables Trustee
BARCLAYS BANK PLC
as Transferor Beneficiary, Excess Interest Beneficiary, Transferor,
Servicer and Trust Cash Manager
BARCLAYCARD FUNDING PLC
as MTN Issuer, Series 02-1 Investor Beneficiary and Series 03-1 Investor Beneficiary
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SERIES 03-1 SUPPLEMENT
DATED [*] 2003
TO
DECLARATION OF TRUST AND TRUST CASH MANAGEMENT
AGREEMENT
DATED 23 NOVEMBER 1999
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CONTENTS
CLAUSE PAGE
PART 1......................................................................... 3
INTERPRETATION................................................................. 3
Defined Terms.................................................................. 3
General........................................................................ 3
PART 2......................................................................... 5
EFFECT OF SUPPLEMENT........................................................... 5
Categories Of Additional Beneficiaries And Designation......................... 5
Rights Of The Series 03-1 Investor Beneficiary................................. 5
Consent Of Existing Beneficiaries.............................................. 10
Declaration Of Receivables Trustee............................................. 10
PART 3......................................................................... 13
UNDERTAKINGS AND AGREEMENTS.................................................... 13
Undertaking By The Transferor As To Periodic Finance Charges And Other Fees.... 13
Undertakings By Barclays Bank Plc.............................................. 13
Agreements Of The Investor Beneficiary......................................... 15
Negative Covenants Of The Investor Beneficiary................................. 19
PART 4......................................................................... 21
MISCELLANEOUS.................................................................. 21
Governing Law And Jurisdiction................................................. 21
Notices........................................................................ 21
Severability Of Provisions..................................................... 22
Further Assurances............................................................. 22
No Waiver; Cumulative Remedies................................................. 22
Counterparts................................................................... 23
Contract (Rights Of Third Parties) Act......................................... 23
THE SCHEDULE................................................................... 24
SUPPLEMENT TO THE TRUST AND CASH MANAGEMENT AGREEMENT.......................... 24
PART 1......................................................................... 24
Definitions.................................................................... 24
PART 2......................................................................... 46
Servicing Compensation And Allocation Of Acquired Interchange.................. 46
PART 3......................................................................... 48
Trust Cash Management Compensation And Allocation Of Acquired Interchange...... 48
PART 4......................................................................... 50
Trustee Payment Amount......................................................... 50
PART 5......................................................................... 52
Addition To Clause 5 Of The Trust And Cash Management Agreement................ 52
5.04 Rights Of Additional Beneficiary To Collections........................... 52
5.05 Allocations 52
5.06 Investor Cash Available For Acquisition................................... 58
5.07 Determination Of Monthly Required Expense Amounts......................... 61
5.08 Determination Of Monthly Principal Amounts................................ 63
5.09 Coverage Of Required Amount............................................... 65
5.10 Payments Of Amounts Representing Finance Charge Collections............... 66
5.11 Payments Of Amounts Representing Available Investor Principal Collections. 69
5.12 Payment Of Investor Finance Amounts....................................... 74
5.13 Investor Charge-Offs...................................................... 75
5.14 Investor Indemnity Amount................................................. 77
5.15 Excess Spread............................................................. 77
5.16 Reallocated Class C Principal Collections................................. 79
5.17 Reallocated Class B Principal Collections................................. 80
5.18 Shared Principal Collections.............................................. 81
5.19 Spread Account............................................................ 82
5.20 Principal Funding Account Third Parties................................... 85
5.21 Distribution Ledgers...................................................... 87
5.23 Reserve Account........................................................... 88
PART 6......................................................................... 92
Monthly Statement To Series 03-1............................................... 92
PART 7......................................................................... 94
Series 03-1 Pay Out Events..................................................... 94
EXHIBITS TO THE SCHEDULE....................................................... 96
EXHIBIT A-1 FORM OF CERTIFICATE................................................ 96
EXHIBIT A FORM OF MONTHLY STATEMENT............................................ 98
EXHIBIT B FORM OF MONTHLY PAYMENT ADVICE AND NOTIFICATION TO THE RECEIVABLES
TRUSTEE................................................................... 107
EXHIBIT C SCHEDULE TO EXHIBIT B................................................ 117
THIS SERIES 03-1 SUPPLEMENT, is made on [*] 2003 as a Deed
BY AND BETWEEN:
(1) GRACECHURCH RECEIVABLES TRUSTEE LIMITED, a company incorporated in Jersey
with registered number 75210 having its registered office at 26 New
Street, St. Helier, Jersey JE2 3RA in its capacity as trustee of the
trust (the "RECEIVABLES TRUST") constituted by a Declaration of Trust and
Trust and Cash Management Agreement (the "TRUST AND CASH MANAGEMENT
AGREEMENT") dated 23 November 1999 (the "RECEIVABLES TRUSTEE");
(2) BARCLAYS BANK PLC, an institution authorised for the purposes of the
Financial Services and Markets Act 2000 of the United Kingdom, acting
through its business unit "Barclaycard", having its principal place of
business at 1234 Pavilion Drive, Northampton NN4 7SG, in its capacities
as Transferor Beneficiary (the "TRANSFEROR BENEFICIARY") and Excess
Interest Beneficiary (the "EXCESS INTEREST BENEFICIARY") of the
Receivables Trust and as Servicer (the "SERVICER") and Trust Cash Manager
(the "TRUST CASH MANAGER") of the Receivables Trust and as Transferor
(the "TRANSFEROR") of the Receivables pursuant to the terms of a
receivables securitisation agreement dated 23 November 1999 as amended
and restated on 7 July 2000 (the "RSA"); and
(3) BARCLAYCARD FUNDING PLC, a public limited company incorporated in England
and Wales, with company number 2530163, having its registered office at
54 Lombard Street, London EC3P 3AH, in its capacities as MTN Issuer (the
"MTN ISSUER"), Investor Beneficiary for Series 03-1 (in respect of the
Series 03-1 Investor Interest, as defined herein, the "SERIES 03-1
INVESTOR BENEFICIARY") and (in respect of its beneficial interest in
Series 02-1, the "SERIES 02-1 INVESTOR BENEFICIARY").
WHEREAS
(A) The MTN Issuer previously contributed to the Receivables Trust on 23
November 1999 and became the Series 99-1 Investor Beneficiary,
contributed to the Receivables Trust on 24 October 2002 and became the
Series 02-1 Investor Beneficiary and now intends to become the Series 03-
1 Investor Beneficiary of the Receivables Trust pursuant to an
Acquisition in accordance with Clause 4 of the Trust and Cash Management
Agreement, in the manner and in the amount set out herein.
(B) Barclays Bank PLC as Transferor Beneficiary and Excess Interest
Beneficiary and the MTN Issuer as Series 02-1 Investor Beneficiary (who,
prior to the execution of this Supplement, constitute all of the other
Beneficiaries of the Receivables Trust) intends to consent in the manner
set out herein to the MTN Issuer becoming the Series 03-1 Investor
Beneficiary.
(C) The Receivables Trustee intends to supplement and vary the Trust and Cash
Management Agreement in the manner and to the extent set out herein.
(D) It is intended by the parties hereto that, following the completion of
the transactions contemplated by this Supplement, the MTN Issuer will
become the Series 03-1 Investor Beneficiary, of the Receivables Trust as
supplemented and varied in accordance with the provisions hereof and that
the Series 03-1 Investor Beneficiary will constitute or form
1
part of a Series for the purposes of the Trust and Cash Management
Agreement (such Series to be referred to as "SERIES 03-1").
(E) It is acknowledged by the parties hereto that the MTN Issuer will issue
the Related Debt (as defined herein) secured on its beneficial
entitlement as Series 03-1 Investor Beneficiary to Gracechurch Card
Funding (No.3) PLC (the "SERIES 03-1 ISSUER") and that the Series 03-1
Issuer will issue the Associated Debt (as defined herein) secured on the
Related Debt acquired by the Series 03-1 Issuer.
NOW IT IS HEREBY AGREED as follows:
2
PART 1
INTERPRETATION
1. DEFINED TERMS
Terms defined in the Master Definitions Schedule dated 23 November 1999
as amended and restated on 24 October 2002 between the Receivables
Trustee and Barclays Bank PLC (as the same may be or may have been
amended, varied or supplemented from time to time with the consent of the
Beneficiaries in accordance with Clause 12.3 of the Trust and Cash
Management Agreement (the "MASTER DEFINITIONS SCHEDULE")) and in the
Schedule attached hereto shall have the same meanings when used in this
Supplement and the recitals hereto unless the context requires otherwise
PROVIDED, HOWEVER, that in the event that any term or provision contained
in the Schedule attached hereto shall conflict with or be inconsistent
with any provision contained in the Trust and Cash Management Agreement
or the terms of the Master Definitions Schedule, the terms and provisions
of the Schedule attached hereto shall prevail with respect to Series 03-1
only.
2. GENERAL
(a) The headings and the contents pages in this Supplement shall not
affect its interpretation.
(b) Words denoting the singular number only shall include the plural
number also and vice versa; words denoting one gender only shall
include the other gender.
(c) References to Clauses, paragraphs, Exhibits, and Schedules shall,
unless the context requires otherwise, be to clauses, paragraphs,
exhibits and schedules in this Supplement.
(d) Save where the contrary is indicated, any reference in this
Supplement to:
(i) this Supplement or any other agreement or document shall be
construed as a reference to this Supplement, or as the case
may be, such other agreement or document as the same may have
been, or may from time to time be, amended, varied, novated or
supplemented;
(ii) an enactment is a reference to it as already amended and
includes a reference to any repealed enactment which it may
re-enact, with or without amendment, and to any re-enactment
and/or amendment of it;
(iii) a time of day (including opening and closing of business)
shall be construed as a reference to London time.
(e) Save where the context otherwise requires, all sums payable by any
party to any other party pursuant hereto are inclusive of any VAT
which is chargeable on the supply or supplies for which such sums
(or any part thereof) are the whole or part of the consideration for
VAT purposes (irrespective of whether such supply is or such
supplies are made to such first mentioned party or another person) -
in particular, neither the Receivables Trustee nor Barclaycard
Funding PLC shall (unless the contrary is expressly stated) be
obliged to pay any amount in respect
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of VAT to Barclays Bank PLC (in addition to the consideration it has
agreed to provide) in relation to any supply made by Barclays Bank
PLC) and section 89 of the Value Added Tax Act 1994 shall not apply
to affect the amount of such sums and the phrase "inclusive of VAT"
shall be construed accordingly.
(f) Any reference herein to any fee, cost, disbursement, expense or
liability incurred by any party and in respect of which such party
is to be reimbursed (or indemnified) by any other person or the
amount of which is to be taken into account in any calculation or
computation shall, save where the context otherwise requires,
include a reference to such part of such cost or expense as
represents VAT.
(g) References to the parties hereto shall be construed so as to include
its and any subsequent successors and permitted assigns in
accordance with their respective interests.
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PART 2
EFFECT OF SUPPLEMENT
1. CATEGORIES OF ADDITIONAL BENEFICIARIES AND DESIGNATION
(a) Upon payment of the contribution to the Receivables Trust referred
to in Clause 3(b) and the issue of a duly executed and
authenticated Investor Certificate to the Series 03-1 Investor
Beneficiary representing its Investor Interest in the Receivables
Trust, the MTN Issuer will be designated as the Series 03-1
Investor Beneficiary, a Beneficiary of the Receivables Trust on
the Closing Date by way of an Acquisition in accordance with
Clause 4 of the Trust and Cash Management Agreement. The Series
03-1 Investor Beneficiary shall, for all purposes under the Trust
and Cash Management Agreement, as supplemented by this Supplement,
be beneficially entitled to Trust Property in an amount equal to
the Initial Investor Interest being, for the purpose of
calculation only, an amount equal to the Class A Initial Investor
Interest, the Class B Initial Investor Interest and the Class C
Initial Investor Interest together with its associated
proportional entitlement to Finance Charge Receivables and other
Trust Property;
(b) In order for the Acquisition referred to in Clause 3(a) above to
be effected the following amount shall be payable by the Series
03-1 Investor Beneficiary to the Receivables Trustee by depositing
in the Trustee Acquisition Account on the Closing Date, the amount
of {pound-sterling}[{circle}];
(c) The Investor Certificate evidencing the beneficial entitlement of
the Series 03-1 Investor Beneficiary in Trust Property shall be
substantially in the form of Exhibit A to the Schedule;
(d) Series 03-1 shall be included in Group One. Series 03-1 shall not
be subordinated to any other Series.
2. RIGHTS OF THE SERIES 03-1 INVESTOR BENEFICIARY
Following the Acquisition referred to in Clause 3 above, the beneficial
entitlement of the Series 03-1 Investor Beneficiary (the "SERIES 03-1
INVESTOR BENEFICIARY INTEREST"), shall be the aggregate of its beneficial
entitlement referable to Class A, Class B and Class C, PROVIDED, HOWEVER,
notwithstanding the beneficial entitlement to Trust Property of the
Series 03-1 Investor Beneficiary Interest, as set out below, the Series
03-1 Investor Beneficiary Interest shall be beneficially entitled to all
monies held in any Trust Account from time to time which are expressly
segregated by or on behalf of the Receivables Trustee (whether by way of
separate Trust Account or ledger entry or otherwise) as allocated to the
Series 03-1 Investor Beneficiary Interest (including, without limitation,
monies deposited in the Principal Funding Account, the Reserve Account
and the Spread Account and monies credited to the Series 03-1
Distribution Account ). For the purposes of determining that part of the
Series 03-1 Investor Beneficiary Interest referable to Class A, Class B
and Class C:
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(a) CLASS A
(i) The beneficial entitlement of the Series 03-1 Investor
Beneficiary in Trust Property at any time up to and including
the Series 03-1 Termination Date for the purposes of
calculation treated as referable to Class A shall be as
follows:
(A) in respect of Principal Receivables which are Eligible
Receivables (which shall include Principal Collections
in respect of such Receivables which represent Trust
Property but shall exclude any amounts deposited in the
Principal Funding Account which are allocated to the
Series 03-1 Investor Beneficiary Interest and for the
purposes of calculation treated as referable to Class
A), equal to the proportion that the Class A Adjusted
Investor Interest bears to the amount of Principal
Receivables which are Eligible Receivables (which shall
include Principal Collections in respect of such
Receivables which represent Trust Property but shall
exclude any amounts deposited in the Principal Funding
Account) from time to time assigned or purported to be
assigned to the Receivables Trust PROVIDED, HOWEVER,
that such entitlement shall not exceed the Class A
Adjusted Investor Interest at any time;
(B) in respect of Finance Charge Collections with respect to
any Monthly Period, equal to the proportion that the
Class A Floating Allocation bears to the Investor
Percentage of Finance Charge Collections for such
Monthly Period credited to the Finance Charge
Collections Ledger with respect to such Monthly Period
PROVIDED, HOWEVER, that such entitlement shall not
exceed the aggregate of the Class A Monthly Required
Expense Amount plus the Class A Investor Default Amount,
plus an amount equal to the Class A Servicing Fee, plus
an amount equal to the Class A Cash Management Fee, plus
the amounts allocated to Class A pursuant to Clauses
5.15(j), 5.15(l) and 5.15(m) of the Schedule for such
Monthly Period; and
(C) all monies held in any Trust Account (other than the
Trustee Collection Account, except in respect of the
Class A Distribution Ledger, or the Trustee Acquisition
Account) from time to time which are held on separate
trust and expressly segregated by or on behalf of the
Receivables Trustee (whether by way of separate Trust
Account or ledger entry or otherwise) as allocated to
the Series 03-1 Investor Beneficiary Interest and for
the purposes of calculation treated as referable to
Class A.
Without prejudice to sub-paragraphs (A) to (C) above, the
beneficial entitlement of the Series 03-1 Investor Beneficiary
for the purposes of calculation treated as referable to Class
A to any other Trust Property at any time shall be equal to
the proportion that the Class A Adjusted
6
Investor Interest bears to the amount of Principal Receivables
which are Eligible Receivables from time to time assigned or
purported to be assigned to the Receivables Trust PROVIDED,
HOWEVER, that the Series 03-1 Investor Beneficiary for the
purposes of calculation treated as referable to Class A shall
not be beneficially entitled to (1) any monies held in any
Trust Account from time to time which are held on separate
trust and expressly segregated by or on behalf of the
Receivables Trustee (whether by way of separate Trust Account
or ledger entry or otherwise) as allocated to the Series 03-1
Investor Beneficiary Interest and for the purposes of
calculation treated as referable to Class B or Class C or
another Series or any Beneficiary within such other Series or
(2) any Enhancement expressed to be available for certain
Series (not including Series 03-1) or certain Classes (not
including Class A, Series 03-1) within a Series only.
(ii) The beneficial entitlement of the Series 03-1 Investor
Beneficiary in Trust Property for the purpose of calculation
treated as referable to Class A shall terminate on the day
immediately following the Series 03-1 Termination Date.
(b) CLASS B
(i) The beneficial entitlement of the Series 03-1 Investor
Beneficiary to Trust Property at any time up to and including
the Series 03-1 Termination Date for the purpose of
calculation treated as referable to Class B, shall be as
follows:
(A) in respect of Principal Receivables which are Eligible
Receivables (which shall include Principal Collections
in respect of such Receivables which represent Trust
Property but shall exclude any amounts deposited in the
Principal Funding Account which are allocated to the
Series 03-1 Investor Beneficiary Interest and for the
purpose of calculation treated as referable to Class B),
equal to the proportion that the Class B Adjusted
Investor Interest bears to the amount of Principal
Receivables which are Eligible Receivables (which shall
include Principal Collections in respect of such
Receivables which represent Trust Property) from time to
time assigned or purported to be assigned to the
Receivables Trust PROVIDED, HOWEVER, that such
entitlement shall not exceed the Class B Adjusted
Investor Interest at any time;
(B) in respect of Finance Charge Collections with respect to
any Monthly Period, equal to the proportion that the
Class B Floating Allocation bears to the Investor
Percentage of Finance Charge Collections for such
Monthly Period credited to the Finance Charge
Collections Ledger with respect to such Monthly Period
PROVIDED, HOWEVER, that such entitlement shall not
exceed the aggregate of the Class B Monthly Required
Expense Amount plus the Class B
7
Investor Default Amount plus an amount equal to the
Class B Servicing Fee plus an amount equal to the Class
B Cash Management Fee, for such Monthly Period; and
(C) all monies held in any Trust Account (other than the
Trustee Collection Account, except in respect of the
Class B Distribution Ledger, or the Trustee Acquisition
Account) from time to time which are held on separate
trust and expressly segregated by or on behalf of the
Receivables Trustee (whether by way of separate Trust
Account or ledger entry or otherwise) as allocated to
the Series 03-1 Investor Beneficiary Interest in respect
of and for the purposes of calculation treated as
referable to Class B.
Without prejudice to sub-paragraphs (A) to (C) above, the
beneficial entitlement of the Series 03-1 Investor Beneficiary
in respect of Class B to any other Trust Property at any time
shall be equal to the proportion that the Class B Adjusted
Investor Interest bears to the amount of Principal Receivables
which are Eligible Receivables from time to time assigned or
purported to be assigned to the Receivables Trust PROVIDED,
HOWEVER, that the Series 03-1 Investor Beneficiary in respect
of Class B shall not be beneficially entitled to (1) any
monies held in any Trust Account from time to time which are
held on separate trust and expressly segregated by or on
behalf of the Receivables Trustee (whether by way of separate
Trust Account or ledger entry or otherwise) as allocated to
the Series 03-1 Investor Beneficiary Interest and for the
purposes of calculation treated as referable to Class A or
Class C or another Series or any Beneficiary within such other
Series or (2) any Enhancement expressed to be available for
certain Series (not including Series 03-1) or certain Classes
(not including Class B, Series 03-1) within a Series only.
(ii) The beneficial entitlement of the Series 03-1 Investor
Beneficiary to Trust Property for the purposes of calculation
treated as referable to Class B shall terminate on the day
immediately following the Series 03-1 Termination Date.
(c) CLASS C
(i) The beneficial entitlement of the Series 03-1 Investor
Beneficiary to Trust Property at any time up to and including
the Series 03-1 Termination Date for the purposes of
calculation treated as referable to Class C, shall be as
follows:
(A) in respect of Principal Receivables which are Eligible
Receivables (which shall include Principal Collections
in respect of such Receivables which represent Trust
Property but shall exclude any amounts deposited in the
Principal Funding Account which are allocated to the
Series 03-1 Investor Beneficiary and for the purposes of
calculation treated as referable to Class C), equal to
the proportion that the Class C Adjusted Investor
Interest bears to the
8
amount of Principal Receivables (which shall include
Principal Collections in respect of such Receivables
which represent Trust Property) which are Eligible
Receivables from time to time assigned or purported to
be assigned to the Receivables Trust PROVIDED, HOWEVER,
that such entitlement shall not exceed the Class C
Adjusted Investor Interest at any time;
(B) in respect of Finance Charge Collections with respect to
any Monthly Period, equal to the proportion that the
Class C Floating Allocation bears to the Investor
Percentage of Finance Charge Collections for such
Monthly Period credited to the Finance Charge
Collections Ledger with respect to such Monthly Period
PROVIDED, HOWEVER, that such entitlement shall not
exceed the aggregate of the Class C Monthly Required
Expense Amount plus the Class C Investor Default Amount
plus an amount equal to the Class C Servicing Fee for
such Monthly Period plus an amount equal to the Class C
Cash Management Fee, plus the amount allocated to the
Series 03-1 Investor Beneficiary and for the purposes of
calculation treated as referable to Class C pursuant to
Clause 5.15(k) of the Schedule; and
(C) all monies held in any Trust Account (other than the
Trustee Collection Account, except in respect of the
Class C Distribution Ledger, or the Trustee Acquisition
Account) from time to time which are held on separate
trust and expressly segregated by or on behalf of the
Receivables Trustee (whether by way of separate Trust
Account or ledger entry or otherwise) as allocated to
the Series 03-1 Investor Beneficiary Interest and for
the purposes of calculation treated as referable to
Class C.
Without prejudice to paragraphs (A) to (C) above, the
beneficial entitlement of the Series 03-1 Investor Beneficiary
in respect of Class C to any other Trust Property at any time
shall be equal to the proportion that the Class C Adjusted
Investor Interest bears to the amount of Principal Receivables
which are Eligible Receivables from time to time assigned or
purported to be assigned to the Receivables Trust PROVIDED,
HOWEVER, that the Series 03-1 Investor Beneficiary in respect
of Class C shall not be beneficially entitled to (1) any
monies held in any Trust Account from time to time which are
held on separate trust and expressly segregated by or on
behalf of the Receivables Trustee (whether by way of separate
Trust Account or ledger entry or otherwise) as allocated to
the Series 03-1 Investor Beneficiary Interest for the purposes
of calculation treated as referable to Class A or Class B or
another Series or any Beneficiary within such other Series or
(2) any Enhancement expressed to be available for certain
Series (not including Series 03-1) or certain Classes (not
including Class C, Series 03-1) within a Series only.
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(ii) The beneficial entitlement of the Series 03-1 Investor
Beneficiary to Trust Property for the purposes of calculation
treated as referable to Class C shall terminate on the day
immediately following the Series 03-1 Termination Date.
5. CONSENT OF EXISTING BENEFICIARIES
(a) Barclays Bank PLC, as the Transferor Beneficiary and Excess Interest
Beneficiary and the MTN Issuer as Series 02-1 Investor Beneficiary
being the existing Beneficiaries of the Receivables Trust, prior to
the execution of this Supplement, hereby consent to the MTN Issuer
becoming a Beneficiary of the Receivables Trust in its capacity as
the Series 03-1 Investor Beneficiary pursuant to the terms of Clause
4 of the Trust and Cash Management Agreement and the provisions of
this Supplement upon contribution of the amount referred to in
Clause 3(b) above and the issue of a duly executed and authenticated
Investor Certificate;
(b) Barclays Bank PLC hereby consents to the creation by the MTN Issuer
of an Encumbrance over its beneficial entitlement in the Receivables
Trust in respect of Series 03-1 pursuant to the Security Trust Deed
and MTN Cash Management Agreement executed in connection with the
Related Debt as contemplated in the Prospectus; and
(c) Barclays Bank PLC hereby consents to the creation by the Series 03-1
Issuer of an Encumbrance over its rights as a secured party in
respect of the Related Debt relating to the beneficial entitlement
of the MTN Issuer in the Receivables Trust in respect of Series 03-1
pursuant to the deed of charge executed by the Series 03-1 Issuer in
connection with the Associated Debt as contemplated in the Series
03-1 Associated Debt Prospectus.
6. THE DECLARATION OF RECEIVABLES TRUSTEE
With the consent of each of the existing Beneficiaries of the Receivables
Trust as set out in Clause 5(a), the Receivables Trustee hereby declares
that (i) the MTN Issuer shall become a Beneficiary of the Receivables
Trust in its capacity as the Series 03-1 Investor Beneficiary, with effect
from the payment of the amounts referred to in Clause 3(b) above and the
issue of a duly executed and authenticated Investor Certificate on the
Closing Date or such other date as specified (and for the avoidance of
doubt such time shall be prior to the undertaking of calculations and
allocations of Trust Property by the Trust Cash Manager on the Closing
Date), (ii) the Trust and Cash Management Agreement shall be supplemented
and varied in the manner and to the extent set out below and the Trust and
Cash Management Agreement shall from such time on the Closing Date be read
and construed for all purposes as supplemented and varied as set out in
the Schedule to this Supplement and the Receivables Trust shall be
supplemented and varied accordingly:
(a) Clause 1 of the Trust and Cash Management Agreement shall be
supplemented and varied with respect to the MTN Issuer in its
capacity as Investor Beneficiary by the addition of the definitions
set out in Part 1 of the Schedule to
10
this Supplement. In the event that any term or provision contained
therein shall conflict with or be inconsistent with any provision
contained in the Trust and Cash Management Agreement, the terms and
provisions of the Schedule shall govern. All Part, Clause or
sub-clause references in the Schedule shall be to the relevant Part,
Clause or sub-clauses of the Trust and Cash Management Agreement,
except as otherwise provided in the Schedule. All capitalised terms
used in the Schedule which are not otherwise defined therein are
defined in the Master Definitions Schedule. Each capitalised term
defined in the Schedule shall relate only to Series 03-1 and no
other Series;
(b) for the purposes of Clause 4.4 of the Trust and Cash Management
Agreement in respect of Series 03-1, the amounts referred to in
Clause 3(b) above shall be allocated to Series 03-1 on the Closing
Date by depositing the amount set out in Clause 3(b) above in the
Trustee Acquisition Account and which amount so deposited shall
constitute Investor Cash Available for Acquisition on the Closing
Date;
(c) for the purpose of clause 5.2(c) of the Declaration of Trust and
Trust Cash Management Agreement, from the date of the Acquisition
referred to in Clause 3(a) above until the end of the Monthly Period
after the Monthly Period in which such Acquisition occurs, no funds
standing to the credit of the Trustee Acquisition Account shall be
paid to the Transferor Beneficiary (to accept an Offer, to pay for
Future Receivables, to pay down the Transferor Interest, or for any
other purpose);
(d) for the purposes of Clause 9.2(b) of the Trust and Cash Management
Agreement in respect of Series 03-1, the share of the Investor Cash
Management Fee payable by the Receivables Trustee to the Trust Cash
Manager which is to be met from payments made to the Receivables
Trustee by Series 03-1 shall as provided in Clause 9(e) be
calculated, allocated and paid in the manner set out in Part 3 of
the Schedule;
(e) for the purposes of Clause 2.2(b) of the Beneficiaries Servicing
Agreement in respect of Series 03-1, the share of the Investor
Servicing Fee payable by the Investor Beneficiaries to the Servicer
which is to be met from payments to the Servicer by Series 03-1
shall be calculated, allocated and paid to the Investor
Beneficiaries in the manner set out in Part 2 of the Schedule;
(f) the amount of Acquired Interchange allocable to Series 03-1 shall be
allocated and utilised in the manner set out in Part 2 of the
Schedule;
(g) for the purposes of Clause 7.15(b) of the Trust and Cash Management
Agreement in respect of Series 03-1, the amount of the Aggregate
Trustee Payment Amount payable by the Series 03-1 Investor
Beneficiary in respect of Series 03-1 shall as provided in Clause
9(f) be calculated, allocated and paid in the manner set out in Part
4 of the Schedule;
(h) for the purposes of Clause 5 of the Trust and Cash Management
Agreement in respect of Series 03-1, Clauses 5.1, 5.2 and 5.3 shall
be read in their entirety as
11
provided in the Trust and Cash Management Agreement. Clause 5
(except for Clauses 5.1, 5.2 and 5.3 thereof) shall be read in its
entirety as set out in Part 5 of the Schedule and shall be
applicable only to the Beneficiary constituting Series 03-1;
(i) for the purposes of Clause 9.5(b) of the Trust and Cash Management
Agreement a Monthly Trust Cash Manager's Report relating to Series
03-1 shall be provided to the Receivables Trustee and the MTN
Issuer, as Series 03-1 Investor Beneficiary, in the manner set out
in Part 6 of the Schedule; and
(j) for the purposes of Clause 6.2 of the Trust and Cash Management
Agreement, the Series Pay Out Events applicable to Series 03-1 shall
be the Series 03-1 Pay Out Events set out in Part 7 of the Schedule.
12
PART 3
UNDERTAKINGS AND AGREEMENTS
7. UNDERTAKING BY THE TRANSFEROR AS TO PERIODIC FINANCE CHARGES AND OTHER
FEES
The Transferor hereby agrees that, except as otherwise required by any
Requirement of Law, or as may be determined by the Transferor to be
necessary in order for the Transferor to maintain its credit and charge
card and related card business, (such determination being based upon a
good faith assessment by the Transferor, in its sole discretion, of the
nature of the competition in the credit and charge card and related card
business in the United Kingdom as a whole, or in respect of Accounts
relating to an Additional Jurisdiction, of the nature of competition in
the credit and charge card and related card business in such Additional
Jurisdiction as a whole), it shall not at any time reduce the Periodic
Finance Charges assessed on Receivables existing or arising under any
Designated Account or other fees on any Designated Account if, as a result
of such reduction, the Transferor's reasonable expectation of the
Portfolio Yield as of such date would be less than the then Expense Rate.
8. UNDERTAKINGS BY BARCLAYS BANK PLC
(a) NON-PETITION
Barclays Bank PLC as Transferor, Transferor Beneficiary, Excess
Interest Beneficiary and initial Servicer and Trust Cash Manager,
hereby undertakes (and any Additional Transferor, by its definition
as such, and any successor trust cash manager, by its appointment
under the Trust and Cash Management Agreement, and any Successor
Servicer, by its appointment under the Beneficiaries Servicing
Agreement, shall each also undertake) to the Receivables Trustee or
any successor trustee for itself and as trustee for each Beneficiary
that it will not take any corporate action or other steps or legal
proceedings for the winding up, dissolution or re-organisation or
for the appointment of a receiver, administrator, administrative
receiver, trustee, liquidator, sequestrator or similar officer of
any Investor Beneficiary (unless such Investor Beneficiary specifies
otherwise in any related Supplement), the Receivables Trustee or any
successor trustee of the Receivables Trust or of any or all of the
revenues and assets of any of them nor participate in any ex parte
proceedings nor seek to enforce any judgment against any such
Persons.
(b) DISPOSALS
Barclays Bank PLC as Transferor Beneficiary and Excess Interest
Beneficiary hereby undertakes to each of the parties to this
Supplement and to the Receivables Trustee for itself and as trustee
for each other Beneficiary that it will not make any Disposal or
create or grant any Encumbrance in respect of its beneficial
entitlement in the Receivables Trust except in accordance with
Clause 3.7 of the Trust and Cash Management Agreement and
acknowledges that any attempt to do so shall be void.
13
(c) VAT DE-GROUPING
(i) In this Clause 8(c):
(A) a "VAT GROUP" shall mean any group of which both
Barclays Bank PLC and Barclaycard Funding PLC are
treated as members for the purposes of sections 43 to
43C of the Value Added Tax Act 1994; and
(B) the term "REPRESENTATIVE MEMBER" shall be construed in
accordance with section 43 of the Value Added Tax Act
1994.
(ii) Barclays Bank PLC hereby undertakes to each of the parties to
this Supplement and to the Receivables Trustee for itself and
as trustee for each Beneficiary that (a) at any time when it
is the representative member of a VAT Group, it shall and (b)
at any time when a VAT Group exists but it is not the
representative member of such VAT Group, it shall procure that
the representative member of such VAT Group will:
(A) complete and furnish all returns in relation to VAT on
importations, acquisitions and supplies made (or deemed
to be made) or received in the United Kingdom by any
person who is treated as a member of such VAT Group at
such time in accordance with the legislative provisions
then in force and within the time limits prescribed by
law; and
(B) pay all VAT properly due to H M Customs & Excise from
the representative member of such VAT Group, such
payment to be made no later than the last day on which
such payment can be made without giving rise to any
interest or penalty,
in each case having regard to the then prevailing procedures
of the representative member with regard to the conduct of the
VAT affairs of the VAT Group.
(iii) Barclays Bank PLC hereby undertakes to each of the parties to
this Supplement and to the Receivables Trustee for itself and
as trustee for each Beneficiary that, in the event that the
rating of its short term senior unsecured indebtedness as
rated by Standard & Poor's falls below A-1 or if the rating of
its short term senior unsecured indebtedness as rated by
Moodys falls below P-1, it shall:
(A) forthwith make an application to H M Customs & Excise
for the MTN Issuer to cease to be treated as a member of
the VAT Group with effect from the earliest time
provided for by applicable law or as H M Customs &
Excise may allow; and
(B) use its reasonable endeavours to secure that such
application is (and remains) granted.
14
(d) LIMITED RECOURSE
Barclays Bank PLC as Transferor, Transferor Beneficiary, Excess
Interest Beneficiary and initial Servicer and Trust Cash Manager,
hereby undertakes (and any Additional Transferor, by its designation
as such, and any successor trust cash manager, by its appointment
under the Trust and Cash Management Agreement, and any Successor
Servicer, by its appointment under the Beneficiaries Servicing
Agreement shall each also undertake) to the Receivables Trustee or
any successor Trustee for itself and as trustee for each Beneficiary
that:
(i) the obligations of the Receivables Trustee hereunder at any
time are limited to the lesser, at such time, of (a) the
nominal amount thereof (the "NOMINAL AMOUNT") and (b) an
amount (the "AVAILABLE AMOUNT") equivalent to the value of the
Trust Property at such time. No Beneficiary shall have a right
to have recourse to, or make demand or initiate proceedings
against the Receivables Trustee whilst the nominal amount
exceeds the available amount. The Receivables Trustee shall
incur no liability and be under no additional duty to any
person solely as a result of any inability on its part to make
payments or to perform other obligations hereunder, which
inability results from the operation of the foregoing
provisions of this Clause 8(d); and
(ii) it shall have no recourse, in respect of any obligation,
covenant or agreement of the Receivables Trustee, against any
shareholder, officer, agent or director of the Receivables
Trustee and it acknowledges that the Receivables Trustee shall
hold the benefit of the clause on trust for itself and its
shareholders officers, agents and directors.
(e) CREDIT RATING
Barclays Bank PLC hereby undertakes to notify Moodys in the event
that:
(i) its long term rating, as rated by Moodys, falls below A2; or
(ii) the portfolio monthly payment rate falls below 12%.
(f) STAMP DUTY
Barclays Bank PLC hereby undertakes that it will not make any
further Offers pursuant to the terms of the Receivables
Securitisation Agreement unless it has received an opinion from
leading tax counsel in a form satisfactory to the Rating Agencies
that no United Kingdom stamp duty will be chargeable in respect of
any transfer made pursuant to such Offer.
9. AGREEMENTS OF THE SERIES 03-1 INVESTOR BENEFICIARY
(a) USE OF TRUST PROPERTY BY RECEIVABLES TRUSTEE
(i) The Series 03-1 Investor Beneficiary acknowledges and agrees
that the Receivables Trustee or any successor trustee shall
utilise Trust Property
15
allocated to the Series 03-1 Investor Beneficiary in making
payments for Receivables and otherwise in operating the
Receivables Trust on the terms and subject to the conditions
of the Trust and Cash Management Agreement and that the Series
03-1 Investor Beneficiary shall not be entitled to receive any
distribution of Trust Property including any payments of
monies, except to the extent and in the circumstances set out
in the Trust and Cash Management Agreement and this
Supplement.
(ii) For the purposes of calculation only and for so long as the
MTN Issuer is the Series 03-1 Investor Beneficiary, it is
hereby agreed and acknowledged that for the purposes of
Clauses 5.16 and 5.17 of the Schedule, amounts allocated to
the MTN Issuer as the Series 03-1 Investor Beneficiary and for
the purposes of calculation treated as being referable to a
particular Class of the Related Debt may be treated for the
purpose of calculation only, as being reallocated to another
Class and that the Schedule, including, in particular but
without limitation, Clauses 5.16 and 5.17 shall be read and
construed accordingly. For the avoidance of doubt, nothing in
this Supplement or the Schedule shall be construed as
resulting in a reallocation of beneficial entitlement between
Beneficiaries of the Receivables Trust.
(b) NON-PETITION
The Series 03-1 Investor Beneficiary hereby undertakes to the
Receivables Trustee (and any successor trustee) for itself and as
trustee for each other Beneficiary that it will not take any
corporate action or other steps or legal proceedings for the winding
up, dissolution or re-organisation or for the appointment of a
receiver, administrator, administrative receiver, trustee,
liquidator, sequestrator or similar officer of any Investor
Beneficiary (unless such Investor Beneficiary specifies otherwise in
any related Supplement), the Receivables Trustee (or any successor
trustee) or the Receivables Trust or of any or all of the revenues
and assets of any of them nor participate in any ex parte
proceedings nor seek to enforce any judgment against any such
Persons.
(c) DISPOSALS
(i) The Series 03-1 Investor Beneficiary undertakes to the
Receivables Trustee for the benefit of itself and as trustee
for each other Beneficiary that it will not make any Disposal
or create or grant any Encumbrance in respect of its
beneficial entitlement in the Receivables Trust, except in
accordance with Clause 3.7 of the Trust and Cash Management
Agreement and acknowledges that any attempt to do so shall be
void;
(ii) without prejudice to the generality of Clause 9(c)(i) above,
the MTN Issuer hereby undertakes to the Receivables Trustee
for the benefit of itself and as trustee for each other
Beneficiary that it will not make any Disposal or create or
grant any Encumbrance in respect of any of the Related Debt if
the effect of any such Disposal or Encumbrance could result in
the Investor Interest being beneficially held by or charged to
16
different persons and acknowledges that any attempt to do so
shall be void.
(d) TAX
(i) The MTN Issuer hereby confirms that upon becoming the Series
03-1 Investor Beneficiary it is beneficially entitled to the
interest payable by the Obligors and is within the charge to
corporation tax in respect of such interest for the purpose of
Section 349 of the Income and Corporation Taxes Act 1988;
(ii) The MTN Issuer hereby confirms that it has a business
establishment (for the purposes of Section 9 of the Value
Added Tax Act 1994) in the United Kingdom which is either its
sole business establishment (with no other fixed establishment
anywhere else in the world) or is its business (or other
fixed) establishment at which any services received by it as
contemplated in the Relevant Documents are most directly used
or to be used or, as the case may be, its business (or other
fixed) establishment which is most directly concerned with any
services supplied by it as contemplated in the Relevant
Documents.
(e) INVESTOR TRUST CASH MANAGEMENT FEE
The Series 03-1 Investor Beneficiary hereby undertakes to the
Receivables Trustee for the benefit of itself and as trustee for
each other Beneficiary that it will pay to the Receivables Trustee
from its own resources an amount equal to the portion of the Trust
Cash Management Fee payable by the Receivables Trustee to the Trust
Cash Manager pursuant to Clause 9.2(a) of the Trust and Cash
Management Agreement to be met by the Receivables Trustee from
payments to be made by the Beneficiaries to the Receivables Trustee
in the circumstances and in the manner set out in Part 3 of the
Schedule. The amount of any such payment to be made by the Series
03-1 Investor Beneficiary to the Receivables Trustee shall not
exceed an amount equal to the amount of monies available for such
purpose as set out in Part 3 of the Schedule. In the event the
Series 03-1 Investor Beneficiary does not make such payment from
other sources, the Receivables Trustee shall be entitled to be
indemnified by the Beneficiaries for such non-payment from the Trust
Property allocated to the Beneficiaries to the extent of monies
available for such purpose as set out in Part 3 of the Schedule. Any
amount payable under this Clause 9(e) shall be inclusive of VAT
thereon, if applicable.
(f) INVESTOR TRUSTEE PAYMENT AMOUNT
The Series 03-1 Investor Beneficiary hereby undertakes to the
Receivables Trustee (by way of a contractual obligation owed by the
Series 03-1 Investor Beneficiary to the Receivables Trustee, no
other person and not as part of the terms of the Receivables Trust)
that it will pay to the Receivables Trustee an amount equal to the
portion of the Aggregate Trustee Payment Amount payable pursuant to
Clause 7.16(b) of the Trust and Cash Management Agreement to be
17
met by the Beneficiaries in the circumstances and in the manner set
out in Part 4 of the Schedule. The amount of any such payment to be
made by the Beneficiaries to the Receivables Trustee shall not
exceed an amount equal to the amount of monies available for such
purpose as set out in Part 4 of the Schedule. In the event the
Beneficiaries do not make such payment from other sources, the
Receivables Trustee shall be entitled to be indemnified for such
non-payment from the Trust Property allocated to the Beneficiaries
to the extent of monies available for such purpose as set out in
Part 4 of the Schedule. Any amount payable under this Clause 9(f)
shall be inclusive of VAT thereon if applicable.
(g) ADDITIONAL SUPPLEMENTS
The Series 03-1 Investor Beneficiary consents and confirms as a
Beneficiary of the Receivables Trust that, subject to Clause 4.3(b)
of the Trust and Cash Management Agreement and the prior written
consent of each of the Beneficiaries of the Receivables Trust
(including the Series 02-1 Investor Beneficiary and the Series 03-1
Investor Beneficiary), the Receivables Trust may be supplemented and
varied from time to time in accordance with the terms of additional
Supplements.
(h) INVESTOR INDEMNITY AMOUNT
(i) The Series 03-1 Investor Beneficiary hereby undertakes to the
Receivables Trustee (by way of a contractual obligation owed
by the Series 03-1 Investor Beneficiary to the Receivables
Trustee and to no other person and not as part of the terms of
the Receivables Trust) that it will pay to the Receivables
Trustee an amount equal to the Aggregate Investor Indemnity
Amount. The amount of any such payment to be made by the
Series 03-1 Investor Beneficiary to the Receivables Trustee
shall not exceed an amount equal to the amount of monies
available for such purpose as set out in Clause 5.15(l) of the
Schedule;
(ii) It is acknowledged and agreed by each of the parties hereto
that to the extent that the Series 03-1 Investor Beneficiary
makes payment to the Receivables Trustee to enable it to make
payment to the Transferor from other sources in respect of the
amount referred to it in Clause 9(h)(i) above, such payment
shall be treated as discharging pro tanto the obligations
referred to in Clause 9(h)(i) above and that an amount shall
be distributed to the Series 03-1 Investor Beneficiary in
respect of Class A equal to the amount of such payment
contemplated in Clause 5.14 of the Schedule.
(i) LIMITED RECOURSE
The Series 03-1 Investor Beneficiary hereby undertakes to the
Receivables Trustee (or any successor trustee) for itself and as
trustee for each other Beneficiary that:
18
(i) the obligations of the Receivables Trustee hereunder at any
time are limited to the lesser, at such time, of (a) the
nominal amount thereof (the "NOMINAL AMOUNT") and (b) an
amount (the "AVAILABLE AMOUNT") equivalent to the value of the
Trust Property at such time. No Beneficiary shall have a right
to have recourse to, or make demand or initiate proceedings
against the Receivables Trustee whilst the nominal amount
exceeds the available amount. The Receivables Trustee shall
incur no liability and be under no additional duty to any
person solely as a result of any inability on its part to make
payments or to perform other obligations hereunder, which
inability results from the operation of the foregoing
provisions of this Clause 9(i); and
(ii) it shall have no recourse, in respect of any obligation,
covenant or agreement of the Receivables Trustee, against any
shareholder, officer, agent or director of the Receivables
Trustee and it acknowledges that the Receivables Trustee shall
hold the benefit of this clause on trust for itself and its
shareholder, officers, agents and directors.
10. NEGATIVE COVENANTS OF THE SERIES 03-1 INVESTOR BENEFICIARY
The Series 03-1 Investor Beneficiary shall not, save to the extent
permitted by the Series 03-1 Relevant Documents (as defined below) or with
the prior written consent of the Transferor Beneficiary in respect of any
future Series:
(a) create or permit to subsist any Encumbrance including, without
limitation, anything analogous to any of the foregoing under the
laws of any jurisdiction upon the whole or any part of its present
or future undertaking, assets or revenues (including uncalled
capital);
(b) carry on any business other than as described in the Series 03-1
Associated Debt Prospectus and in respect of that business shall not
engage in any activity or do anything whatsoever except:
(i) preserve and/or exercise and/or enforce any of its rights and
perform and observe its obligations under the Related Debt,
the Trust and Cash Management Agreement, the Series 03-1
Supplement and any mandate regarding the Series 03-1
Distribution Account and the Security Trust Deed and MTN Cash
Management Agreement (as each of such terms are defined in the
Series 03-1 Associated Debt Prospectus), (all of such
documents, together with the Prospectus, the "SERIES 03-1
RELEVANT DOCUMENTS");
(ii) use, invest or dispose of any of its property or assets in the
manner provided in or contemplated by the Series 03-1 Relevant
Documents; and
(iii) perform any act incidental to or necessary in connection with
(i) or (ii) above;
(c) have or form, or cause to be formed, any subsidiary, subsidiary
undertakings or undertakings of any other nature or have any
employees or premises or have an
19
interest in any bank account other than Trust Accounts and the
Series 03-1 Distribution Account;
(d) create, incur or suffer to exist any indebtedness (other than
indebtedness permitted to be incurred under the terms of its
articles of association and pursuant to or as contemplated in any of
the Series 03-1 Relevant Documents) or give any guarantee in respect
of any obligation of any Person;
(e) repurchase any shares or declare or, to the extent permitted by law,
pay any dividend or other distribution to its shareholders;
(f) consolidate with or merge with or into any person or liquidate or
dissolve on a voluntary basis;
(g) waive, modify or amend, or consent to any waiver, modification or
amendment of, any of the provisions of the Series 03-1 Relevant
Documents, without the prior written consent of the Security Trustee
(and, in the case of the calculation of interest and determination
of any interest period for the purposes of the Related Debt, the
Transferor Beneficiary and in the case of the Trust and Cash
Management Agreement and the Series 03-1 Supplement, each of the
Beneficiaries of the Receivables Trust; and
(h) offer to surrender to any company any amounts which are available
for surrender by way of group relief.
20
PART 4
MISCELLANEOUS
11. GOVERNING LAW AND JURISDICTION
(a) GOVERNING LAW
This Supplement shall be governed by, and construed in accordance
with, the laws of England, and the obligations, rights and remedies
of the parties hereunder (including the immunities and standard of
care of the Receivables Trustee in the administration of the
Receivables Trust hereunder) shall be determined in accordance with
such laws.
(b) JURISDICTION
(i) Each of the parties hereto irrevocably agrees for the benefit
of each other party that the courts of England shall have
exclusive jurisdiction to hear and determine any suit, action
or proceeding, and to settle any disputes, which may arise out
of or in connection with this Supplement, and, for such
purposes, irrevocably submits to the exclusive jurisdiction of
such courts.
(ii) Each party hereto irrevocably waives any objection which it
might now or hereafter have to the courts of England referred
to above being nominated as the forum to hear and determine
any suit, action or proceeding, and to settle any disputes,
which may arise out of or in connection with this Supplement
and agrees not to claim that any such court is not a
convenient or appropriate forum.
(iii) Each party hereto (if it is not incorporated in England)
irrevocably appoints the person specified against its name on
the execution pages hereto to accept service of any process on
its behalf and further undertakes to the other parties hereto
that it will at all times during the continuance of this
Supplement maintain the appointment of some person in England
as its agent for the service of process and irrevocably agrees
that service of any writ, notice or other document for the
purposes of any suit, action or proceeding in the courts of
England shall be duly served upon it if delivered or sent by
registered post to the address of such appointee (or to such
other address in England as that party may notify to the other
parties hereto).
12. NOTICES
(a) Unless otherwise stated herein, each communication or notice to be
made hereunder shall be made in writing and may be made by fax or
letter.
(b) Any communication, notice or document to be made or delivered by any
one person to another pursuant to this Supplement shall (unless that
other person has
21
by fifteen days' written notice to the other parties hereto
specified another address) be made or delivered to that other person
at the address identified below and shall be deemed to have been
made or delivered when despatched and confirmation of transmission
received by the sending machine (in the case of any communication
made by fax) or (in the case of any communication made by letter)
when left at that address or (as the case may be) ten days after
being deposited in the post postage prepaid in an envelope addressed
to it at that address PROVIDED, HOWEVER, that each fax communication
made by one party hereto to another shall be made to that person at
the fax number notified to such party by that other person from time
to time:
(i) in the case of Barclays Bank PLC (in whatever capacity) and
the Receivables Trustee to the addresses specified in the
Trust and Cash Management Agreement (and in the case of the
Receivables Trustee with a copy to Barclays Bank PLC);
(ii) in the case of Barclaycard Funding PLC to 54 Lombard Street,
London EC3P 3AH, copied to Barclays Bank PLC at the address
referred to in (i) above, Attention: The Directors;
(iii) in the case of the Rating Agencies for the Associated Debt:
(A) in the case of Standard & Poor's to Standard & Poor's
Ratings Group, 18 Finsbury Circus, London EC2M 7BP
Attention: Structured Finance Department;
(B) in the case of Moody's to Moody's Investors Service
Limited, 2 Minster Court, Mincing Lane, London EC3R 7XB
Attention: Structured Finance.
13. SEVERABILITY OF PROVISIONS
If any one or more of the covenants, agreements, provisions or terms of
this Supplement shall for any reason whatsoever be held invalid, then such
covenants, agreements, provisions or terms shall be deemed severable from
the remaining covenants, agreements, provisions or terms of this
Supplement and shall in no way affect the validity or enforceability of
the other provisions of this Supplement or of the rights of the Series
03-1 Investor Beneficiary in the Receivables Trust.
14. FURTHER ASSURANCES
Each of Barclays Bank PLC and the MTN Issuer agrees, in whatever capacity
hereunder, to do and perform, from time to time, any and all acts and to
execute any and all further instruments required or reasonably requested
by the Receivables Trustee more fully to effect the purposes of this
Supplement.
15. NO WAIVER; CUMULATIVE REMEDIES
No failure to exercise and no delay in exercising, on the part of any of
the parties hereto, any right, remedy, power or privilege hereunder, shall
operate as a waiver thereof, nor
22
shall any single or partial exercise of any right, remedy, power or
privilege hereunder preclude any other or further exercise thereof or the
exercise of any other right, remedy, power or privilege. The rights,
remedies, powers and privileges herein provided are cumulative and not
exhaustive of any rights, remedies, powers and privileges provided by
law.
16. COUNTERPARTS
This Supplement may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, but all of such
counterparts shall together constitute but one and the same instrument.
17. CONTRACT (RIGHTS OF THIRD PARTIES) ACT
A person who is not a party to this Supplement has no right under the
Contract (Rights of Third Parties) Act 1999 to enforce any term of this
Supplement but this does not affect any right or remedy of a third party
which exists or is available apart from that act.
IN WITNESS WHEREOF the Receivables Trustee, Barclays Bank PLC (in its capacities
as Transferor Beneficiary, Excess Interest Beneficiary, Trust Cash Manager,
Servicer and Transferor) and Barclaycard Funding PLC (in its capacities as MTN
Issuer, Series 99-1 Investor Beneficiary and Series 03-1 Investor Beneficiary)
have caused this Supplement to be duly executed and delivered by their duly
authorised representatives as a deed on the day and year first above written.
23
THE SCHEDULE
SUPPLEMENT TO THE TRUST AND CASH MANAGEMENT AGREEMENT
AND THE RECEIVABLES TRUST
PART 1
DEFINITIONS
DEFINITIONS
"ADJUSTED INVESTOR INTEREST" shall mean, with respect to any date of
determination, an amount equal to the sum of (a) the Class A Adjusted Investor
Interest and (b) the Class B Adjusted Investor Interest and (c) the Class C
Adjusted Investor Interest;
"AGGREGATE INVESTOR DEFAULT AMOUNT" shall mean, with respect to any Monthly
Period, the sum of the Investor Default Amounts in respect of such Monthly
Period;
"AGGREGATE INVESTOR INDEMNITY AMOUNT" shall mean, with respect to any Monthly
Period, the sum of the Investor Indemnity Amounts in respect of such Monthly
Period;
"APPLICABLE SERIES" shall mean, with respect to any date of determination, a
Series with an Investor Interest of greater than zero;
"ASSOCIATED DEBT" means, collectively, the Class A Associated Debt, the Class B
Associated Debt and the Class C Associated Debt;
"AVAILABLE INVESTOR PRINCIPAL COLLECTIONS" shall mean with respect to any
Monthly Period, an amount equal to:
(a) the aggregate amount of Investor Principal Collections for such Monthly
Period; MINUS
(b) the aggregate amount of Investor Cash Available for Acquisition which has
been calculated (during the Revolving Period) pursuant to Clause
5.05(a)(iv), (during the Controlled Accumulation Period) pursuant to
Clause 5.05(b)(iv) and (during the Regulated Amortisation Period) pursuant
to Clause 5.05(c)(iv), as the case may be, as being available to be
utilised during such Monthly Period pursuant to Clauses 5.06(a) and
5.06(b) respectively; MINUS
(c) the amount of Reallocated Class C Principal Collections with respect to
such Monthly Period which pursuant to Clause 5.16 are required to fund the
Class A Required Amount or the Class B Required Amount; MINUS
(d) the amount of Reallocated Class B Principal Collections with respect to
such Monthly Period which pursuant to Clause 5.17 are required to fund the
Class A Required Amount; PLUS
(e) the amount of Shared Principal Collections with respect to Group One that
are allocated to Series 03-1 in accordance with Clause 5.18(c); PLUS
24
(f) with respect to the Monthly Period in which the Rapid Amortisation Period
commences, the amount of Non-Utilised Investor Cash Available for
Acquisition pursuant to Clause 5.06(c);
"AVAILABLE RESERVE ACCOUNT AMOUNT" shall mean, with respect to any Transfer
Date, the lesser of (a) the amount on deposit in the Reserve Account on such
date (before giving effect to any deposit made or to be made pursuant to Clause
5.15(j) into the Reserve Account on such date) and (b) the Required Reserve
Amount;
"AVAILABLE SPREAD ACCOUNT AMOUNT" shall mean, with respect to any Transfer Date,
the lesser of (a) the amount on deposit in the Spread Account on such date
(before giving effect to any deposit made or to be made pursuant to Clause
5.15(k) in the Spread Account on such date) and (b) the Required Spread Account
Amount;
"BUSINESS DAY" shall mean any day other than a Saturday, a Sunday or a day on
which banking institutions in London, England or New York, New York are
authorised or obliged by law or executive order to be closed.
"CALCULATION PERIOD" shall mean, with respect to any Distribution Date, the
period from and including the Distribution Date immediately preceding such
Distribution Date (or in the case of the first Distribution Date from and
including the Closing Date) to but excluding such Distribution Date;
"CLASS A" shall mean for calculation purposes, the portion of the Related Debt
treated as referable to the Class A Associated Debt;
"CLASS A ADDITIONAL FINANCE AMOUNT" shall have the meaning specified in Clause
5.07(a)(v);
"CLASS A ADJUSTED INVESTOR INTEREST" shall mean, with respect to any date of
determination, an amount equal to the Class A Investor Interest MINUS that
portion of the Principal Funding Account Balance allocated to the Series 03-1
Investor Beneficiary and for the purposes of calculation treated as referable to
Class A (in an amount not to exceed the Class A Investor Interest) on such date
of determination;
"CLASS A ASSOCIATED DEBT" means the $[{circle}] Class A Asset Backed Floating
Rate Notes due [{circle}] constituted by a trust deed dated [*] 2003 between the
Series 03-1 Issuer and The Bank of New York;
"CLASS A AVAILABLE FUNDS" shall mean, with respect to any Monthly Period, an
amount equal to the sum of:
(a) the Class A Floating Allocation of Finance Charge Collections allocated to
Series 03-1;
(b) the Class A Floating Allocation of amounts with respect to Acquired
Interchange allocated to Series 03-1 and credited to the Finance Charge
Collections Ledger for such Monthly Period (or to be credited to the
Finance Charge Collections Ledger on the related Transfer Date with
respect to the preceding Monthly Period) pursuant to the Trust and Cash
Management Agreement;
(c) with respect to any Monthly Period during the Controlled Accumulation
Period prior to the payment in full of the Class A Investor Interest, the
Principal Funding Investment
25
Proceeds pursuant to Clause 5.20(b)(iii)(B) (up to a maximum amount equal
to the Class A Covered Amount), if any, with respect to the related
Transfer Date; and
(d) amounts allocated to the Series 03-1 Investor Beneficiary and for the
purposes of calculation treated as referable to Class A, if any, to be
withdrawn from the Reserve Account which will be credited to the Finance
Charge Collections Ledger on the related Transfer Date pursuant to Clauses
5.22(b)(iii) and 5.22(d);
"CLASS A CASH MANAGEMENT FEE" means any Trust Cash Management Fee to be paid by
the Receivables Trustee allocated to the Series 03-1 Investor Beneficiary and
for the purposes of calculation treated as referable to Class A pursuant to
paragraph (b)(i) of Part 3 of this Schedule;
"CLASS A COVERED AMOUNT" shall mean an amount determined as of each Transfer
Date with respect to any Calculation Period during the Controlled Accumulation
Period prior to the payment in full of the Class A Investor Interest, equal to
the product of (a) (i) a fraction, the numerator of which is the actual number
of days in such Calculation Period and the denominator of which is 365 (or 366
in the case of any Calculation Period ending in a leap year), and (b) the Class
A Finance Rate in effect with respect to such Calculation Period, and (c) the
Principal Funding Account Balance as of the last day of the Monthly Period
preceding the Monthly Period in which such Calculation Period ends;
"CLASS A DEBT AMOUNT" means, with respect to any date of determination, an
amount equal to the Class A Initial Investor Interest MINUS the aggregate amount
of principal payments made to the Series 03-1 Investor Beneficiary Interest for
the purposes of calculation treated as referable to Class A PROVIDED, HOWEVER,
that upon the Series 03-1 Termination Date, the Class A Debt Amount shall be an
amount equal to zero;
"CLASS A DEFICIENCY AMOUNT" shall mean, in respect of any Transfer Date, an
amount equal to the excess, if any, of the Class A Monthly Required Expense
Amount as of the prior Transfer Date (disregarding for this purpose the Class A
Trustee Payment Amount and the MTN Issuer Costs Amount) over the amounts
actually credited to the Class A Distribution Ledger for the payment of such
amount in accordance with Clause 5.10(a)(iii);
"CLASS A DISTRIBUTION LEDGER" shall have the meaning specified in Clause
5.21(a)(i);
"CLASS A FINANCE RATE" means, in relation to any Calculation Period, the screen
rate, or the arithmetic mean calculated to replace the screen rate, for three-
month deposits, or for the first Calculation Period, the linear interpolation of
one-month and two-month deposits, for pounds sterling in the London interbank
market plus [{circle}] per cent;
"CLASS A FIXED ALLOCATION" shall mean, with respect to any Monthly Period
following the Revolving Period, the percentage equivalent of a fraction, the
numerator of which is the Class A Investor Interest as of the close of business
on the last day of the Revolving Period and the denominator of which is equal to
the Investor Interest as of the close of business on the last day of the
Revolving Period;
"CLASS A FLOATING ALLOCATION" shall mean, with respect to any Monthly Period,
the percentage equivalent of a fraction, the numerator of which is the Class A
Adjusted Investor Interest as of the close of business on the last day of the
preceding Monthly Period and the denominator of which is equal to the Adjusted
Investor Interest as of the close of business on such day
26
PROVIDED, HOWEVER, that, with respect to the first Monthly Period, the Class A
Floating Allocation shall mean the percentage equivalent of a fraction, the
numerator of which is the Class A Initial Investor Interest and the denominator
of which is the Initial Investor Interest;
"CLASS A INITIAL INVESTOR INTEREST" shall mean the aggregate initial principal
amount of beneficial entitlement to the Receivables Trust of the Series 03-1
Investor Beneficiary for the purposes of calculation treated as referable to
Class A pursuant to Clause 3(a)(i) of the Series 03-1 Supplement, which is the
sterling equivalent of US$[{circle}] as determined using the fixed exchange rate
specified in the Class A Dollar Swap Agreement;
"CLASS A INVESTOR ALLOCATION" shall mean for any Monthly Period, (a) with
respect to Receivables in Defaulted Accounts and Finance Charge Receivables at
any time and Principal Receivables during the Revolving Period, the Class A
Floating Allocation, and (b) with respect to Principal Receivables during the
Controlled Accumulation Period, the Regulated Amortisation Period or the Rapid
Amortisation Period, the Class A Fixed Allocation;
"CLASS A INVESTOR CHARGE-OFF" shall have the meaning specified in Clause
5.13(a)(iii);
"CLASS A INVESTOR DEFAULT AMOUNT" shall mean, with respect to each Transfer
Date, an amount equal to the product of (a) the Aggregate Investor Default
Amount for the related Monthly Period and (b) the Class A Floating Allocation
applicable for the related Monthly Period;
"CLASS A INVESTOR INTEREST" shall mean, on any date of determination, a
principal amount equal to:
(a) the Class A Initial Investor Interest, MINUS
(b) the aggregate amount of principal payments made to the Series 03-1
Investor Beneficiary for the purposes of calculation treated as referable
to Class A from Trust Property (with the effect that the amount of
principal beneficial entitlement of the Series 03-1 Investor Beneficiary
in the Receivables Trust for the purposes of calculation treated as
referable to Class A is reduced) prior to such date MINUS
(c) the excess, if any, of the aggregate amount of Class A Investor
Charge-Offs pursuant to Clause 5.13(a)(iii) over Class A Investor
Charge-Offs reinstated pursuant to Clause 5.15(b) prior to such date of
determination,
PROVIDED, HOWEVER, that the Class A Investor Interest may not be reduced below
zero;
"CLASS A MONTHLY FINANCE AMOUNT" shall have the meaning specified in Clause
5.07(a)(iii);
"CLASS A MONTHLY PRINCIPAL AMOUNT" shall mean the monthly amount representing
Principal Collections referable to Class A as calculated in accordance with
Clause 5.08(a);
"CLASS A MONTHLY REQUIRED EXPENSE AMOUNT" shall mean in respect of each Monthly
Period the amount as calculated in accordance with Clause 5.07(a);
"CLASS A REQUIRED AMOUNT" shall have the meaning specified in Clause 5.09(a);
"CLASS A SCHEDULED REDEMPTION DATE" shall mean the Series 03-1 Scheduled
Redemption Date;
27
"CLASS A SERVICING FEE" shall have the meaning specified in paragraph (a)(ii) of
Part 2 of the Schedule;
"CLASS A TRUSTEE PAYMENT AMOUNT" shall have the meaning specified in paragraph
(a)(ii) of Part 4 of the Schedule;
"CLASS B" shall mean for calculation purposes, the portion of the Related Debt
related to the Class B Associated Debt;
"CLASS B ADDITIONAL FINANCE AMOUNT" shall have the meaning specified in Clause
5.07(b)(iv);
"CLASS B ADJUSTED INVESTOR INTEREST" shall mean, with respect to any date of
determination, an amount equal to the Class B Investor Interest MINUS that
portion of the Principal Funding Account Balance allocated to the Series 03-1
Investor Beneficiary and for the purposes of calculation treated as referable to
Class B (in an amount not to exceed the Class B Investor Interest) on such date
of determination;
"CLASS B ASSOCIATED DEBT" shall mean the $[{circle}] Class B Asset Backed
Floating Rate Notes due [{circle}] constituted by a trust deed dated [*] 2003
between the Series 03-1 Issuer and The Bank of New York;
"CLASS B AVAILABLE FUNDS" shall mean, with respect to any Monthly Period, an
amount equal to the sum of:
(a) the Class B Floating Allocation of Finance Charge Collections allocated to
Series 03-1; and
(b) the Class B Floating Allocation of amounts with respect to Acquired
Interchange allocated to Series 03-1 and credited to the Finance Charge
Collections Ledger for such Monthly Period (or to be credited to the
Finance Charge Collections Ledger on the related Transfer Date with
respect to the preceding Monthly Period) pursuant to the Trust and Cash
Management Agreement;
"CLASS B CASH MANAGEMENT FEE" means any Trust Cash Management Fee to be paid by
the Receivables Trustee allocated to the Series 03-1 Investor Beneficiary
Interest and for the purposes of calculation treated as referable to Class B
pursuant to paragraph (b)(ii) of Part 3 of this Schedule;
"CLASS B DEBT AMOUNT" shall mean, with respect to any date of determination, an
amount equal to the Class B Initial Investor Interest MINUS the aggregate amount
of principal payments made to the Series 03-1 Investor Beneficiary Interest for
the purposes of calculation treated as referable to Class B PROVIDED, HOWEVER,
that upon the Series 03-1 Termination Date, the Class B Debt Amount shall be an
amount equal to zero;
"CLASS B DEFICIENCY AMOUNT" shall mean, in respect of any Transfer Date, an
amount equal to the excess, if any, of the Class B Monthly Required Expense
Amount as of the prior Transfer Date (disregarding for this purpose the Class B
Trustee Payment Amount) over the amount actually credited to the Class B
Distribution Ledger for the payment of such amount in accordance with Clause
5.10(b)(ii);
"CLASS B DISTRIBUTION LEDGER" shall have the meaning specified in Clause
5.21(b)(i);
28
"CLASS B FINANCE RATE" means, in relation to any Calculation Period, the screen
rate, or the arithmetic mean calculated to replace the screen rate, for three-
month deposits, or for the first Calculation Period, the linear interpolation of
one-month and two-month deposits, for pounds sterling in the London interbank
market plus [{circle}] per cent.;
"CLASS B FIXED ALLOCATION" shall mean, with respect to any Monthly Period
following the Revolving Period, the percentage equivalent of a fraction, the
numerator of which is the Class B Investor Interest as of the close of business
on the last day of the Revolving Period and the denominator of which is equal to
the Investor Interest as of the close of business on the last day of the
Revolving Period;
"CLASS B FLOATING ALLOCATION" shall mean, with respect to any Monthly Period,
the percentage equivalent of a fraction, the numerator of which is the Class B
Adjusted Investor Interest as of the close of business on the last day of the
preceding Monthly Period and the denominator of which is equal to the Adjusted
Investor Interest as of the close of business on such day PROVIDED, HOWEVER,
that, with respect to the first Monthly Period, the Class B Floating Allocation
shall mean the percentage equivalent of a fraction, the numerator of which is
the Class B Initial Investor Interest and the denominator of which is the
Initial Investor Interest;
"CLASS B INITIAL INVESTOR INTEREST" shall mean the aggregate initial principal
amount of beneficial entitlement to the Receivables Trust of the Series 03-1
Investor Beneficiary and for the purposes of calculation treated as referable to
Class B pursuant to Clause 3(a)(ii) of the Series 03-1 Supplement which is the
sterling equivalent of U.S.$[{circle}] as determined using the fixed exchange
rate specified in the Class B Dollar Swap Agreement;
"CLASS B INVESTOR ALLOCATION" shall mean for any Monthly Period, (a) with
respect to Receivables in Defaulted Accounts and Finance Charge Receivables at
any time or Principal Receivables during the Revolving Period, the Class B
Floating Allocation, and (b) with respect to Principal Receivables during the
Controlled Accumulation Period, the Regulated Amortisation Period or the Rapid
Amortisation Period, the Class B Fixed Allocation;
"CLASS B INVESTOR CHARGE-OFF" shall have the meaning specified in Clause
5.13(b)(ii);
"CLASS B INVESTOR DEFAULT AMOUNT" shall mean, with respect to each Transfer
Date, an amount equal to the product of (a) the Aggregate Investor Default
Amount for the related Monthly Period and (b) the Class B Floating Allocation
applicable for the related Monthly Period;
"CLASS B INVESTOR INTEREST" shall mean, on any date of determination, a
principal amount equal to:
(a) the Class B Initial Investor Interest, MINUS
(b) the aggregate amount of principal payments made to the Series 03-1
Investor Beneficiary for the purposes of calculation treated as referable
to Class B from Trust Property (with effect that the amount of principal
beneficial entitlement of the Series 03-1 Investor Beneficiary in the
Receivables Trust for the purposes of calculation treated as referable to
Class B is reduced) prior to such date, MINUS
(c) the aggregate amount of Class B Investor Charge-Offs for all prior
Transfer Dates pursuant to Clause 5.13(b)(ii), MINUS
29
(d) the aggregate amount of the Reallocated Class B Principal Collections
allocated pursuant to Clause 5.17 on all prior Transfer Dates but
excluding any reallocated Class B Principal Collections that have resulted
in a reduction of the Class C Investor Interest, MINUS
(e) an amount equal to the amount by which the Class B Investor Interest has
been reduced on all prior Transfer Dates pursuant to Clause 5.13(a)(ii),
PLUS
(e) the aggregate amount of Excess Spread allocated and available on all prior
Transfer Dates pursuant to Clause 5.15(d), for the purpose of reinstating
amounts deducted pursuant to the foregoing clauses (c), (d) and (e),
PROVIDED, HOWEVER, that the Class B Investor Interest may not be reduced below
zero;
"CLASS B MONTHLY FINANCE AMOUNT" shall have the meaning specified in Clause
5.07(b)(ii);
"CLASS B MONTHLY PRINCIPAL AMOUNT" shall mean the monthly amount representing
Principal Collections referable to Class B as calculated in accordance with
Clause 5.08(b);
"CLASS B MONTHLY REQUIRED EXPENSE AMOUNT" shall mean in respect of each Monthly
Period the amount calculated in accordance with Clause 5.07(b);
"CLASS B PRINCIPAL COMMENCEMENT DATE" shall be the first Distribution Date (1)
for the Controlled Accumulation Period, on which an amount equal to the Class A
Investor Interest has been deposited into the Principal Funding Account
identified for the Series 03-1 Investor Beneficiary in respect of Class A; or
(2) during the Regulated Amortisation Period or the Rapid Amortisation Period,
on which the Class A Investor Interest has been reduced to zero;
"CLASS B REQUIRED AMOUNT" shall have the meaning specified in Clause 5.09(b);
"CLASS B SCHEDULED REDEMPTION DATE" shall mean the Series 03-1 Scheduled
Redemption Date;
"CLASS B SERVICING FEE" shall have the meaning specified in paragraph (a)(iii)
of Part 2 of the Schedule;
"CLASS B TRUSTEE PAYMENT AMOUNT" shall have the meaning specified in paragraph
(a)(iii) of Part 4 of the Schedule;
"CLASS C" shall mean for calculation purposes the portion of Related Debt
related to the Class C Associated Debt;
"CLASS C ADDITIONAL FINANCE AMOUNT" shall have the meaning specified in Clause
5.07(c)(iv);
"CLASS C ADJUSTED INVESTOR INTEREST" shall mean, with respect to any date of
determination, an amount equal to the Class C Investor Interest MINUS that
portion of the Principal Funding Account Balance allocated to the Series 03-1
Investor Beneficiary and for the purposes of calculation treated as referable to
Class C (in an amount not to exceed the Class C Investor Interest) on such date
of determination;
"CLASS C ASSOCIATED DEBT" shall mean the $[{circle}] Class C Asset Backed
Floating Rate Notes due [{circle}] constituted by a trust deed dated [*] 2003
between the Series 03-1 Issuer and The Bank of New York;
30
"CLASS C AVAILABLE FUNDS" shall mean, with respect to any Monthly Period, an
amount equal to the sum of:
(a) the Class C Floating Allocation of Finance Charge Collections allocated to
Series 03-1; and
(b) the Class C Floating Allocation of amounts with respect to Acquired
Interchange allocated to Series 03-1 and credited to the Finance Charge
Collections Ledger for such Monthly Period (or to be credited to the
Finance Charge Collections Ledger on the related Transfer Date with
respect to the preceding Monthly Period) pursuant to the Trust and Cash
Management Agreement;
"CLASS C CASH MANAGEMENT FEE" means any Trust Cash Management Fee to be paid by
the Receivables Trustee allocated to the Series 03-1 Investor Beneficiary and
for the purposes of calculation treated as referable to Class C pursuant to
paragraph (b)(iii) of Part 3 of this Schedule;
"CLASS C DEBT AMOUNT" shall mean, with respect to any date of determination, an
amount equal to the Class C Initial Investor Interest MINUS the aggregate amount
of principal payments made to the Series 03-1 Investor Beneficiary Interest for
the purposes of calculation treated as referable to Class C PROVIDED, HOWEVER,
that upon the Series 03-1 Termination Date, the Class C Debt Amount shall be an
amount equal to zero;
"CLASS C DEFICIENCY AMOUNT" shall mean, in respect of any Transfer Date, an
amount equal to the excess, if any, of the Class C Monthly Required Expense
Amount as of the prior Transfer Date (disregarding for this purpose the Class C
Trustee Payment Amount) over the amount actually credited to the Class C
Distribution Ledger, for the payment of such amount on the related Transfer Date
in accordance with Clause 5.15(f);
"CLASS C DISTRIBUTION LEDGER" shall have the meaning specified in Clause
5.21(c)(i);
"CLASS C FINANCE RATE" means, in relation to any Calculation Period, the screen
rate, or the arithmetic mean calculated to replace the screen rate, for three-
month deposits, or for the first Calculation Period, the linear interpolation of
one-month and two-month deposits, for pounds sterling in the London interbank
market plus [{circle}] per cent;
"CLASS C FIXED ALLOCATION" shall mean, with respect to any Monthly Period
following the Revolving Period, the percentage equivalent of a fraction, the
numerator of which is the Class C Investor Interest as of the close of business
on the last day of the Revolving Period and the denominator of which is equal to
the Investor Interest as of the close of business on the last day of the
Revolving Period;
"CLASS C FLOATING ALLOCATION" shall mean, with respect to any Monthly Period,
the percentage equivalent of a fraction, the numerator of which is the Class C
Adjusted Investor Interest as of the close of business on the last day of the
preceding Monthly Period and the denominator of which is equal to the Adjusted
Investor Interest as of the close of business on such day PROVIDED, HOWEVER,
that, with respect to the first Monthly Period, the Class C Floating Allocation
shall mean the percentage equivalent of a fraction, the numerator of which is
the Class C Initial Investor Interest and the denominator of which is the
Initial Investor Interest;
31
"CLASS C INITIAL INVESTOR INTEREST" shall mean the aggregate initial principal
amount of beneficial entitlement to the Receivables Trust of the Series 03-1
Investor Beneficiary for the purposes of calculation treated as referable to
Class C pursuant to Clause 3(a)(iii) of the Series 03-1 Supplement which is the
sterling equivalent of U.S.$[{circle}] as determined using the fixed exchange
rate specified in the Class C Dollar Swap Agreement;
"CLASS C INVESTOR ALLOCATION" shall mean for any Monthly Period, (a) with
respect to Receivables in Defaulted Accounts and Finance Charge Receivables at
any time or Principal Receivables during the Revolving Period, the Class C
Floating Allocation, and (b) with respect to Principal Receivables during the
Controlled Accumulation Period, the Regulated Amortisation Period or the Rapid
Amortisation Period, the Class C Fixed Allocation;
"CLASS C INVESTOR CHARGE-OFF" shall have the meaning specified in Clause
5.13(c)(i);
"CLASS C INVESTOR DEFAULT AMOUNT" shall mean, with respect to each Transfer
Date, an amount equal to the product of (a) the Aggregate Investor Default
Amount for the related Monthly Period and (b) the Class C Floating Allocation
applicable for the related Monthly Period;
"CLASS C INVESTOR INTEREST" means, with respect to any date of determination, an
amount equal to:
(a) the Class C Initial Investor Interest, MINUS
(b) the aggregate amount of principal payments made to the Series 03-1
Investor Beneficiary for the purposes of calculation treated as
referable to Class C from Trust Property (with effect that the
amount of principal beneficial entitlement of the Series 03-1
Investor Beneficiary in the Receivables Trust for the purposes of
calculation treated as referable to Class C is reduced) prior to
that date, including, for the avoidance of doubt, an amount equal to
all Available Spread Account Amounts credited to the Class C
Distribution Ledger in respect of the Class C Investor Interest on
all prior Transfer Dates pursuant to Clauses 5.19(a)(iv)(B)(1)(bb),
MINUS
(c) the aggregate amount of Class C Investor Charge-Offs for all prior
Transfer Dates, pursuant to Clause 5.13(c)(i), MINUS
(d) the aggregate amount of Reallocated Class B Principal Collections
allocated to the Class C Investor Interest and Reallocated Class C
Principal Collections allocated pursuant to Clauses 5.16 and 5.17 on
all prior Transfer Dates, MINUS
(e) an amount equal to the amount by which the Class C Investor Interest
has been reduced in order to cover Class A Investor Default Amounts
and Class B Investor Default Amounts pursuant to Clauses 5.13(a)(i)
and 5.13(b)(i), and PLUS
(f) the aggregate amount of Excess Spread allocated and available on all
prior Transfer Dates pursuant to Clause 5.15(i) to reimburse amounts
deducted pursuant to the foregoing clauses (c), (d) and (e) above
plus the aggregate amount of withdrawals from the Spread Account
pursuant to Clause 5.19(a)(iv)(B)(bb),
PROVIDED, HOWEVER that the Class C Investor Interest may not be reduced below
zero;
"CLASS C MONTHLY FINANCE AMOUNT" shall have the meaning specified in Clause
5.07(c)(ii);
32
"CLASS C MONTHLY PRINCIPAL AMOUNT" shall mean the monthly amount representing
principal allocable to Class C as calculated in accordance with Clause 5.08(c);
"CLASS C MONTHLY REQUIRED EXPENSE AMOUNT" shall mean in respect of each Monthly
Period the amount calculated in accordance with Clause 5.07(c);
"CLASS C PRINCIPAL COMMENCEMENT DATE" shall be the first Distribution Date (1)
for the Controlled Accumulation Period, on which an amount equal to the
aggregate of the Class A Investor Interest and the Class B Investor Interest has
been deposited into the Principal Funding Account identified for the Series 03-1
Investor Beneficiary in respect of Class A and Class B, respectively; or (2)
during the Regulated Amortisation Period or the Rapid Amortisation Period, on
which the Class B Investor Interest has been reduced to zero;
"CLASS C RELEASE DATE" shall mean the first Distribution Date on which the Class
A Investor Interest and the Class B Investor Interest have been reduced to zero;
"CLASS C SCHEDULED REDEMPTION DATE" shall mean the Series 03-1 Scheduled
Redemption Date;
"CLASS C SERVICING FEE" shall have the meaning specified in paragraph (a)(iv) of
Part 2 of the Schedule;
"CLASS C TRUSTEE PAYMENT AMOUNT" shall have the meaning specified in paragraph
(a)(iv) Part 4 of the Schedule;
"CLOSING DATE" shall mean [*] 2003;
"CONTROLLED ACCUMULATION PERIOD" shall mean, unless a Pay Out Event shall have
occurred prior thereto, the period commencing at the close of business on
[{circle}], or such later date as is determined in accordance with Clause
5.11(f) and ending on the first to occur of (a) the commencement of the
Regulated Amortisation Period or the Rapid Amortisation Period and (b) the
Series 03-1 Termination Date;
"CONTROLLED ACCUMULATION PERIOD FACTOR" shall mean, for each Monthly Period, a
fraction, the numerator of which is equal to the sum of the initial investor
interests of all Applicable Series and the denominator of which is equal to the
sum (without duplication) of (a) the Initial Investor Interest, (b) the initial
investor interests of all Applicable Series (other than Series 03-1) in Group
One (other than Companion Series) which are not expected to be in their
revolving periods, and (c) the initial investor interests of all other
Applicable Series which are not allocating Shared Principal Collections and are
in their revolving periods;
"CONTROLLED ACCUMULATION PERIOD LENGTH" shall have the meaning specified in
Clause 5.11(f);
"CONTROLLED ACCUMULATION SHORTFALL" shall initially mean zero and shall
thereafter mean, with respect to any Transfer Date during the Controlled
Accumulation Period, the excess, if any, of the Controlled Deposit Amount for
the previous Transfer Date over the aggregate amount deposited into the
Principal Funding Account pursuant to Clause 5.11(b) with respect to the Series
03-1 Investor Beneficiary in respect of Class A, Class B, and Class C for the
previous Monthly Period;
33
"CONTROLLED DEPOSIT AMOUNT" shall mean:
(a) for any Transfer Date with respect to the Controlled Accumulation Period
prior to the payment in full of the Investor Interest, the sum of the
sterling equivalent of (i) U.S.$[{circle}] PROVIDED, HOWEVER, that if the
Controlled Accumulation Period Length is determined to be less than 12
months pursuant to Clause 5.11(f), the amount calculated for the
Controlled Deposit Amount in this paragraph (i) for each Transfer Date
with respect to the Controlled Accumulation Period prior to the payment in
full of the Investor Interest will be equal to (A) the product of (1) the
Initial Investor Interest and (2) the Controlled Accumulation Period
Factor for such Monthly Period divided by (B) the Required Accumulation
Factor Number plus any Controlled Accumulation Shortfall PROVIDED,
FURTHER, HOWEVER that the amount calculated for the Controlled Deposit
Amount for each Transfer Date may not exceed the Maximum Controlled
Deposit Amount without the prior written instructions of the
Beneficiaries, and (ii) the Controlled Accumulation Shortfall for such
Transfer Date; and
(b) for any Transfer Date with respect to the Regulated Amortisation Period,
the sum of the sterling equivalent of (i) U.S.$[{circle}] or, if greater,
the Maximum Controlled Deposit Amount, and (ii) the Controlled
Accumulation Shortfall for such Transfer Date;
"CUMULATIVE SERIES PRINCIPAL SHORTFALL" shall mean the sum of the Series
Principal Shortfalls (as such term is defined in the related Supplement) for
each Series in Group One;
"DAILY PRINCIPAL SHORTFALL" shall mean, on any date of determination, the excess
of the Group One Monthly Principal Payment for the Monthly Period relating to
such date over the amount of Principal Collections processed to date for such
Monthly Period allocable to all Applicable Series in Group One, which is not
subject to reallocation and which are credited or to be credited in the
Principal Collection Ledger on such date;
"DEFICIENCY AMOUNT" shall mean, at any time of determination, the sum of the
Class A Deficiency Amount, the Class B Deficiency Amount and the Class C
Deficiency Amount;
"DETERMINATION DATE" means the date falling two Business Days before a Transfer
Date;
"DISTRIBUTION DATE" shall mean [*] 2003 or, if [*] 2003 is not a Business Day,
the next succeeding Business Day and the fifteenth day of each calendar month
thereafter, or if such fifteenth day is not a Business Day, the next succeeding
Business Day;
"EXCESS PRINCIPAL FUNDING INVESTMENT PROCEEDS" shall mean, with respect to each
Transfer Date for the Controlled Accumulation Period or the first Transfer Date
with respect to the Regulated Amortisation Period or the Rapid Amortisation
Period, the amount, if any, by which the Principal Funding Investment Proceeds
for such Transfer Date exceeds the Class A Covered Amount as determined for such
Transfer Date;
"EXCESS SPREAD" shall mean, with respect to any Transfer Date, the sum of the
amounts with respect to such Transfer Date, if any, specified pursuant to
Clauses 5.10(a)(vi), 5.10(b)(iv) and 5.10(c)(iii);
"EXPENSE RATE" shall mean the annualised percentage equivalent of a fraction (A)
the numerator of which is the sum of: (1) the Class A Monthly Required Expense
Amount, the Class B
34
Monthly Required Expense Amount and the Class C Monthly Required Expense Amount,
each for the related Monthly Period plus (2) an amount equal to the Investor
Servicing Fee actually payable and (3) an amount equal to the Investor Trust
Cash Management Fee actually payable each with respect to the related Monthly
Period and (B) the denominator of which is the Investor Interest as of the
Record Date preceding such Transfer Date;
"EXPENSES LOAN AGREEMENT" means the agreement so named dated [*] 2003;
"FIXED INVESTOR PERCENTAGE" shall mean, with respect to any Monthly Period, the
percentage equivalent (which percentage shall never exceed 100%) of a fraction:
(a) the numerator of which is the Investor Interest as of the close of
business on the last day of the Revolving Period; and
(b) the denominator of which is the greater of:
(i) (A) the aggregate amount of Principal Receivables which are Eligible
Receivables in the Receivables Trust determined as of the close of
business on the last day of the prior Monthly Period plus (B)
Unavailable Principal Collections credited to the Principal
Collections Ledger on such date of determination; and
(ii) the sum of the numerators used to calculate the Investor Percentages
for allocations with respect to Principal Receivables which are
Eligible Receivables for all Applicable Series on such date of
determination,
PROVIDED, HOWEVER, that with respect to any Monthly Period in which an
Addition Date occurs, the amount in paragraph (b)(i)(A) above hereof shall
be:
(A) the aggregate amount of Principal Receivables which are Eligible
Receivables in the Receivables Trust as of the close of business on
the last day of the prior Monthly Period for the period from and
including the first day of such Monthly Period to but excluding the
related Addition Date; and
(B) the aggregate amount of Principal Receivables which are Eligible
Receivables in the Receivables Trust at the beginning of the day on
the related Addition Date after adjusting for the aggregate amount
of Principal Receivables which are Eligible Receivables added to the
Receivables Trust on the related Addition Date, for the period from
and including the related Addition Date to and including the last
day of such Monthly Period;
PROVIDED ALSO that, in respect of any Monthly Period when the Floating
Investor Percentage is zero or would be zero if the payments to be made on
the related Distribution Date were made on the last day of the preceding
Monthly Period, the Floating Investor Percentage will be zero;
35
"FLOATING INVESTOR PERCENTAGE" shall mean, with respect to any Monthly Period,
the percentage equivalent (which percentage shall never exceed 100%) of a
fraction:
(a) the numerator of which is the Adjusted Investor Interest as of the close
of business on the last day of the preceding Monthly Period (or with
respect to the first Monthly Period, the Initial Investor Interest); and
(b) the denominator of which is the greater of:
(i) (A) the aggregate amount of Principal Receivables which are Eligible
Receivables as of the close of business on the last day of the
preceding Monthly Period (or with respect to the first calendar
month in the first Monthly Period, the aggregate amount of Principal
Receivables which are Eligible Receivables in the Receivables Trust
(taking into account Principal Receivables to be transferred on the
Closing Date) as of close of business on the day immediately
preceding the Closing Date and with respect to the second calendar
month in the first Monthly Period, the aggregate amount of Principal
Receivables which are Eligible Receivables as of the close of
business on the last day of the first calendar month in the first
Monthly Period) plus (B) any Unavailable Principal Collections
standing to the credit of the Trustee Collection Account and
credited to the Principal Collections Ledger on such date; and
(ii) the sum of the numerators used to calculate the Investor Percentages
for allocations with respect to Finance Charge Receivables or
Receivables in Defaulted Accounts at any time or Principal
Receivables which are Eligible Receivables during the revolving
period, as applicable, for all Applicable Series on such date of
determination,
PROVIDED, HOWEVER, that with respect to any Monthly Period in which an
Addition Date occurs, the amount in sub-paragraph (b)(i)(A) above shall
be:
(A) the aggregate amount of Principal Receivables which are Eligible
Receivables in the Receivables Trust as of the close of business on
the last day of the prior Monthly Period for the period from and
including the first day of such Monthly Period to but excluding the
related Addition Date; and
(B) the aggregate amount of Principal Receivables which are Eligible
Receivables in the Receivables Trust as of the beginning of the day
on the related Addition Date after adjusting for the aggregate
amount of Principal Receivables which are Eligible Receivables added
to the Receivables Trust on the related Addition Date, for the
period from and including the related Addition Date to and including
the last day of such Monthly Period;
PROVIDED ALSO that, in respect of any Monthly Period when the Floating
Investor Percentage is zero or would be zero if the payments to be made on
the related Distribution Date were made on the last day of the preceding
Monthly Period, the Floating Investor Percentage will be zero;
"GROUP ONE" shall mean Series 03-1 and each other Series specified in the
related Supplement to be included in Group One;
36
"GROUP ONE MONTHLY PRINCIPAL PAYMENT" shall mean with respect to any Monthly
Period, for all Applicable Series in Group One (including Series 03-1) which are
in an Amortisation Period or an Accumulation Period (as such terms are defined
in the Master Definitions Schedule), the sum of:
(a) the Controlled Deposit Amount for the related Transfer Date for any Series
in its Controlled Accumulation Period or its Regulated Amortisation Period
(as such terms are defined in the related supplements for all Series in
Group One);
(b) the Investor Interest as of the end of the prior Monthly Period taking
into effect any payments to be made on the following Distribution Date for
any Series in Group One in its Rapid Amortisation Period (as such terms
are defined in the related supplements for all Series in Group One); and
(c) such other amounts as may be specified in the related Series supplements
for all Series in Group One;
"INITIAL INVESTOR INTEREST" shall mean {pound-sterling}[{circle}];
"INVESTOR BENEFICIARY" shall mean an Investor Beneficiary which is described as
such in any Series Supplement (as defined in the Master Definitions Schedule);
"INVESTOR CASH AVAILABLE FOR ACQUISITION" shall mean, on any date of
determination, the amount allocated to the Investor Beneficiaries which may be
utilised to fund the purchase of beneficial entitlement to Receivables as set
out in Clause 5.06;
"INVESTOR CHARGE-OFF" shall mean a Class A Investor Charge-Off, a Class B
Investor Charge-Off or a Class C Investor Charge-Off, or any of them;
"INVESTOR DEFAULT AMOUNT" shall mean, with respect to any Receivable in a
Defaulted Account, an amount equal to the product of (a) the Default Amount and
(b) the Floating Investor Percentage on the day such Account became a Defaulted
Account;
"INVESTOR INDEMNITY AMOUNT" shall mean, with respect to any Transferor Section
75 Indemnity Claim, an amount equal to the product of (a) the Transferor Section
75 Indemnity Claim (in an amount not to exceed the amount of the related Credit
Advance) and (b) the Floating Investor Percentage on the day such Transferor
Section 75 Indemnity Claim was made;
"INVESTOR INTEREST" shall mean, on any date of determination, an amount equal to
the sum of (a) the Class A Investor Interest, (b) the Class B Investor Interest,
and (c) the Class C Investor Interest each as of such date;
"INVESTOR PERCENTAGE" shall mean for any Monthly Period, (a) with respect to
Finance Charge Receivables and Receivables in Defaulted Accounts at any time and
Principal Receivables during the Revolving Period, the Floating Investor
Percentage and (b) with respect to Principal Receivables during the Controlled
Accumulation Period, the Regulated Amortisation Period or the Rapid Amortisation
Period, the Fixed Investor Percentage PROVIDED, HOWEVER, that in respect of any
Monthly Period when the Investor Interest is zero or would be zero if the
payments to be made on the related Distribution Date were made on the last day
of the preceding Monthly Period, the Investor Percentage shall be zero;
37
"INVESTOR PRINCIPAL COLLECTIONS" shall mean, with respect to any Monthly Period,
the sum of:
(a) the aggregate amount credited to the Principal Collections Ledger for such
Monthly Period pursuant to Clauses 5.05 (a)(ii), (iii) and (iv),
5.05(b)(ii), (iii) and (iv) (taking into account Clauses 5.05(b)(v)),
5.05(c)(ii), (iii) and (iv) (taking into account Clauses 5.05(c)(v)) or
5.05(d)(ii) (taking into account Clause 5.05(d)(iii)), (as the case may
be) in each case, as applicable to such Monthly Period;
(b) the aggregate amount to be treated as Investor Principal Collections
pursuant to Clauses 5.10(a)(v) and 5.15(b), (c)(ii), (d), (h) and (i) for
such Monthly Period; plus
(c) the aggregate amount of Unavailable Principal Collections credited to the
Principal Collections Ledger to be treated as Investor Principal
Collections pursuant to Clause 5.05(e)(ii);
"INVESTOR SERVICING FEE" shall have the meaning specified in paragraph (a)(i) of
Part 2 of the Schedule;
"INVESTOR TRUST CASH MANAGEMENT FEE" has the meaning specified in paragraph
(a)(i) of Part 3 of the Schedule;
"INVESTOR TRUSTEE PAYMENT AMOUNT" shall have the meaning specified in paragraph
(a)(i) of Part 4 of the Schedule;
"MATERIAL ADVERSE EFFECT" shall mean a material adverse effect on the interests
of Series 03-1 Investor Beneficiary which shall be construed to include the
interests of any holders of Related Debt and Associated Debt;
"MAXIMUM CONTROLLED DEPOSIT AMOUNT" shall mean an amount equal to one-twelfth of
the aggregate amount of all the initial investor interests of all Applicable
Series in Group One (excluding Companion Series) that are expected to be in
their revolving periods;
"MONTHLY LOAN EXPENSES AMOUNT" shall mean with respect to any Transfer Date, the
amount equal to any monthly interest accrual which is due and payable, including
any amount outstanding from previous Transfer Dates, if any, under the Expenses
Loan Agreement;
"MONTHLY PERIOD" shall have the meaning specified in the Trust and Cash
Management Agreement, except that the first Monthly Period, it shall begin on
and include the Closing Date and shall end on and include [*] 2003;
"MTN ISSUER" shall mean Barclaycard Funding PLC;
"MTN ISSUER COSTS AMOUNT" means the amounts certified by the Security Trustee as
being required to pay the fees, costs and expenses of the MTN Issuer referable
to Series 03-1 accrued due and payable on any Transfer Date (including the fees,
costs and expenses of the Security Trustee and any Receiver appointed pursuant
to the Security Trust Deed and Cash Management Agreement) plus any such fees,
costs and expenses remaining unpaid for previous Transfer Dates plus, in each
case where relevant, VAT thereon;
"NON-UTILISED INVESTOR CASH AVAILABLE FOR ACQUISITION" shall have the meaning
specified in Clause 5.06(c);
38
"NOTE TRUSTEE" shall mean The Bank of New York, London Branch;
"PAY OUT COMMENCEMENT DATE" shall mean the date on which a Trust Pay Out Event
is deemed to occur pursuant to Clause 6.1 of the Trust and Cash Management
Agreement or a Series 03-1 Pay Out Event is deemed to occur pursuant to Clause
6.2 of the Trust and Cash Management Agreement (as Clause 6.2 is set out in Part
7 of the Schedule);
"PORTFOLIO ADJUSTED YIELD" shall mean, with respect to any Transfer Date
commencing on and including the Transfer Date falling in [*] 2003, the average
of the percentages obtained for each of the three preceding Monthly Periods by
subtracting the Expense Rate from the Portfolio Yield for each Monthly Period;
"PORTFOLIO YIELD" shall mean, with respect to any Monthly Period, the annualised
percentage equivalent of a fraction,
(a) the numerator of which is an amount equal to the sum of:
(i) the amount of Finance Charge Collections credited to the Finance
Charge Collections Ledger and allocable to Series 03-1 for such
Monthly Period (excluding any Collections in respect of Annual Fee
Receivables contemplated by (ii) below), PLUS
(ii) the amount, if any, credited to the Finance Charge Collections
Ledger with respect to Annual Fee Receivables for such Monthly
Period, PLUS
(iii) the amount of Acquired Interchange credited to the Finance Charge
Collections Ledger and allocable to Series 03-1, PLUS
(iv) the Principal Funding Investment Proceeds credited to the Finance
Charge Collections Ledger pursuant to Clause 5.20(b)(iii) on the
Transfer Date related to such Monthly Period, up to the Class A
Covered Amount, PLUS
(v) the amount of the Reserve Draw Amount (up to the Available Reserve
Account Amount) credited to the Finance Charge Collections Ledger
pursuant to Clause 5.22(d) on the Transfer Date relating to such
Monthly Period, PLUS
(vi) the Reserve Investment Proceeds credited to the Finance Charge
Collections Ledger pursuant to Clause 5.22(b)(iii) on the Transfer
Date relating to such Monthly Period, MINUS
(vii) the Aggregate Investor Default Amount for such Monthly Period; and
(b) the denominator of which is the Investor Interest as of the close of
business on the last day of such Monthly Period;
"PRINCIPAL FUNDING ACCOUNT" shall have the meaning set out in Clause 5.20(a)(i);
"PRINCIPAL FUNDING ACCOUNT BALANCE" shall mean, with respect to any date of
determination, the principal amount, if any, on deposit in the Principal Funding
Account on such date of determination;
39
"PRINCIPAL FUNDING INVESTMENT PROCEEDS" shall mean, with respect to each
Transfer Date with respect to the Controlled Accumulation Period or the first
Transfer Date with respect to the Regulated Amortisation Period or the Rapid
Amortisation Period, the investment earnings on funds in the Principal Funding
Account (net of investment expenses and losses) for the period from and
including the immediately preceding Transfer Date to but excluding such Transfer
Date;
"PRINCIPAL FUNDING INVESTMENT SHORTFALL" shall mean, with respect to each
Transfer Date with respect to the Controlled Accumulation Period or the first
Transfer Date with respect to the Regulated Amortisation Period or the Rapid
Amortisation Period, the amount, if any, by which the Principal Funding
Investment Proceeds for such Transfer Date are less than the Class A Covered
Amount determined as of such Transfer Date;
"QUARTERLY EXCESS SPREAD PERCENTAGE" means, with respect to any Determination
Date, an amount equal to the percentage equivalent of a fraction, the numerator
of which is the average Portfolio Yield for the immediately preceding three
Monthly Periods and the denominator of which is the average Expense Rate for the
immediately preceding three Monthly Periods; PROVIDED, HOWEVER, that with
respect to the first three Monthly Periods, the Quarterly Excess Spread
Percentage shall be [{circle}]%.
"RAPID AMORTISATION PERIOD" shall mean the Amortisation Period commencing on the
Pay Out Commencement Date (other than a Pay Out Commencement Date resulting
solely from a Regulated Amortisation Trigger Event) and ending on the earlier to
occur of (a) the Series 03-1 Termination Date and (b) the termination of the
Receivables Trust pursuant to Clause 6.3 or Clause 8;
"RATING AGENCIES" shall mean Moody's and Standard & Poor's and "RATING AGENCY"
shall mean any one of them;
"RATING AGENCY CONDITION" shall mean the notification in writing by each Rating
Agency to the Transferor, the Servicer and the Receivables Trustee that an
action will not result in any Rating Agency reducing or withdrawing its then
existing rating of any outstanding Associated Debt with respect to which it is a
Rating Agency;
"REALLOCATED CLASS B PRINCIPAL COLLECTIONS" shall mean, with respect to any
Transfer Date, Principal Collections calculated by reference to the Class B
Investor Interest but which are to be applied as Finance Charge Collections in
accordance with Clause 5.17 in an amount not to exceed the product of:
(a) the Class B Investor Allocation with respect to the Monthly Period
relating to such Transfer Date; and
(b) the Investor Percentage with respect to the Monthly Period relating to
such Transfer Date; and
(c) an amount equal to the aggregate amount of Principal Collections with
respect to the Monthly Period relating to such Transfer Date,
PROVIDED, HOWEVER, that such amount shall not exceed the Class B Investor
Interest after giving effect to any unreinstated Class B Investor Charge-Offs as
of such Transfer Date;
40
"REALLOCATED CLASS C PRINCIPAL COLLECTIONS" shall mean, with respect to any
Transfer Date, Principal Collections calculated by reference to the Class C
Investor Interest but which are to be applied as Finance Charge Collections in
accordance with Clause 5.16 in an amount not to exceed the product of:
(a) the Class C Investor Allocation with respect to the Monthly Period
relating to such Transfer Date; and
(b) the Investor Percentage with respect to the Monthly Period relating to
such Transfer Date; and
(c) an amount equal to the aggregate amount of Principal Collections with
respect to the Monthly Period relating to such Transfer Date,
PROVIDED, HOWEVER, that such amount shall not exceed the Class C Investor
Interest after giving effect to any unreinstated Class C Investor Charge-Offs as
of such Transfer Date;
"RECORD DATE" shall mean, with respect to any Distribution Date (including, for
the avoidance of doubt, any Distribution Date) and any Transfer Date, the last
Business Day of the preceding Monthly Period;
"REGULATED AMORTISATION PERIOD" shall mean the Amortisation Period commencing on
the occurrence of a Regulated Amortisation Trigger Event and ending on the
earlier to occur of (a) the commencement of the Rapid Amortisation Period; and
(b) the Series 03-1 Termination Date;
"REGULATED AMORTISATION TRIGGER EVENT" shall have the meaning specified in Part
7 of the Schedule;
"RELATED DEBT" shall mean the Series 03-1 MTN;
"REQUIRED ACCUMULATION FACTOR NUMBER" shall be equal to a fraction, rounded up
to the nearest whole number the numerator of which is one and the denominator of
which is equal to the lowest monthly principal payment rate on the Designated
Accounts for the 12 months preceding the date of such calculation;
"REQUIRED RESERVE AMOUNT" shall mean, with respect to any Transfer Date on or
after the Reserve Account Funding Date, an amount equal to
(a) [0.5]% of the Class A Investor Interest; or
(b) any other amount designated by the Transferor Beneficiary,
PROVIDED, HOWEVER, that if such designation is of a lesser amount, the
Transferor Beneficiary shall (i) provide the Trust Cash Manager and the
Receivables Trustee with evidence that the Rating Agency Condition shall have
been satisfied and (ii) deliver to the Receivables Trustee a certificate of an
authorised officer to the effect that, based on the facts known to such officer
at such time, in the reasonable belief of the Transferor Beneficiary, such
designation will not cause a Pay Out Event or an event that, after the giving of
notice or the lapse of time, would cause a Pay Out Event to occur with respect
of Series 03-1 PROVIDED, FURTHER, HOWEVER, that no such designation shall be
effective without the prior written agreement of all the other Beneficiaries;
41
"REQUIRED SPREAD ACCOUNT AMOUNT" will be determined on each Determination Date,
and shall mean the product of (i) the Spread Account Percentage in effect on
such date and (ii) during (A) the Revolving Period or the Controlled
Accumulation Period, the Adjusted Investor Interest, and (B) the Regulated
Amortisation Period or the Rapid Amortisation Period, the Adjusted Investor
Interest as of the last day of the Revolving Period or, as the case may be,
Controlled Accumulation Period; PROVIDED, that in no event will the Required
Spread Account Amount exceed the Class C Debt Amount (after taking into account
any payments to be made on the related Distribution Date);
"RESERVE ACCOUNT" shall have the meaning specified in Clause 5.22(a)(i);
"RESERVE ACCOUNT FUNDING DATE" shall mean the Transfer Date which occurs not
later than the earliest of:
(a) the Transfer Date with respect to the Monthly Period which commences 3
months prior to the commencement of the Controlled Accumulation Period;
(b) the first Transfer Date for which the Portfolio Adjusted Yield is less
than [0.5]%, but in such event the Reserve Account Funding Date shall not
be required to occur earlier than the Transfer Date which commences 12
months prior to the commencement of the Controlled Accumulation Period;
(c) the first Transfer Date for which the Portfolio Adjusted Yield is less
than [1.0]%, but in such event the Reserve Account Funding Date shall not
be required to occur earlier than the Transfer Date which commences 6
months prior to the commencement of the Controlled Accumulation Period; or
(d) the first Transfer Date for which the Portfolio Adjusted Yield is less
than [1.8]%, but in such event the Reserve Account Funding Date shall not
be required to occur earlier than the Transfer Date which commences 4
months prior to the commencement of the Controlled Accumulation Period;
"RESERVE ACCOUNT SURPLUS" shall mean, with respect to any Transfer Date, on or
after the Reserve Account Funding Date, the amount, if any, by which the amount
on deposit in the Reserve Account exceeds the Required Reserve Amount;
"RESERVE DRAW AMOUNT" shall have the meaning specified in Clause 5.22(c);
"RESERVE INVESTMENT PROCEEDS" shall mean, with respect to each Transfer Date,
the investment earnings on funds in the Reserve Account (net of investment
expenses and losses) for the period from and including the immediately preceding
Transfer Date to but excluding such Transfer Date;
"REVOLVING PERIOD" shall mean the period from and including the Closing Date to,
but not including, the earlier of (a) the day the Controlled Accumulation Period
commences and (b) the Pay Out Commencement Date;
"SCHEDULE" shall mean the Schedule to the Supplement;
"SECURITY TRUSTEE" means The Bank of New York in its capacity as Security
Trustee under the Security Trust and MTN Cash Management Agreement;
42
"SERIES PRINCIPAL SHORTFALL" shall mean with respect to any Transfer Date, the
excess, if any, of:
(a) (i) with respect to any Transfer Date during the Controlled
Accumulation Period or the Regulated Amortisation Period, the
Controlled Deposit Amount for such Transfer Date; and
(ii) with respect to any Transfer Date during the Rapid Amortisation
Period, the Investor Interest
OVER
(b) the Investor Principal Collections for the related Monthly Period minus
the Reallocated Class B Principal Collections and Reallocated Class C
Principal Collections for such Transfer Date;
"SERIES SERVICING FEE PERCENTAGE" shall mean [0.75]% or such other percentage
agreed between the Investor Beneficiary and the Servicer to apply whilst
Barclaycard is the Servicer pursuant to Clause 2.2(a) of the Beneficiaries
Servicing Agreement;
"SERIES TRUST CASH MANAGEMENT FEE" means {pound-sterling}[6,000] per annum;
"SERIES 03-1 ASSOCIATED DEBT PROSPECTUS" shall mean the approved listing
particulars of the Associated Debt dated [*] 2003 for a listing on the London
Stock Exchange and as filed with the Securities and Exchange Commission of the
United States pursuant to Rule 424(b)(4) promulgate under the United States
Securities Act of 1933, as amended;
"SERIES 03-1 DISTRIBUTION ACCOUNT" shall mean a bank account in the name of the
Series 03-1 Investor Beneficiary to be used for the purpose of receiving amounts
distributable to the Series 03-1 Investor Beneficiary for the purposes of
calculation treated as referable to Class A, Class B and Class C from the
Receivables Trust;
"SERIES 03-1 EXTRA AMOUNT" means, for any Transfer Date, an amount equal to the
product of (a) a fraction, the numerator of which is the actual number of days
in the Calculation Period with respect to the related Distribution Date and the
denominator of which is 365 (or 366 in the case of any Calculation Period ending
in a leap year), (b) [{circle}] per cent., and (c) the Investor Interest,
determined as of the Record Date preceding such Transfer Date;
"SERIES 03-1 INVESTOR BENEFICIARY" means the entity in which the Series 03-1
Investor Beneficiary Interest is vested pursuant to this Supplement, being
Barclaycard Funding PLC;
"SERIES 03-1 ISSUER" means Gracechurch Card Funding (No.3) PLC as Issuer of the
Associated Debt and its successors and assigns as holder of the Related Debt;
"SERIES 03-1 MTN CERTIFICATE" means the medium term note issued by the MTN
Issuer in respect of Series 03-1 on [*] 2003;
"SERIES 03-1 PAY OUT EVENT" shall have the meaning specified in Part 7 of the
Schedule;
"SERIES 03-1 RELEVANT DOCUMENTS" shall have the meaning specified in Clause
10(b)(i) of the Supplement;
"SERIES 03-1 SCHEDULED REDEMPTION DATE" shall mean the Distribution Date falling
in [{circle}];
43
"SERIES 03-1 TERMINATION DATE" shall mean the earlier to occur of (a) the
Distribution Date on which the Investor Interest is reduced to zero, or (b) the
Distribution Date falling in [{circle}];
"SHARED PRINCIPAL COLLECTIONS" shall mean either;
(a) the amount allocated to the Investor Beneficiaries which may be applied to
the Series Principal Shortfall with respect to other Applicable Series in
Group One; or
(b) the amounts allocated to other Applicable Series in Group One which the
applicable supplements for such Series specify are to be treated as
"Shared Principal Collections" and which may be applied to cover the
Series Principal Shortfall with respect to Series 03-1;
"SPREAD ACCOUNT" shall have the meaning specified in Clause 5.19(a)(i);
"SPREAD ACCOUNT PERCENTAGE" shall be determined as follows: (i) if the Quarterly
Excess Spread Percentage on such Determination Date is greater than [4.5] per
cent. the Spread Account Percentage for such Determination Date shall be [0.0]
per cent.; (ii) if the Quarterly Excess Spread Percentage on such Determination
Date is greater than [4.0] per cent. but less than or equal to [4.5] per cent.,
the Spread Account Percentage on such Determination Date shall be [1.0] per
cent.; (iii) if the Quarterly Excess Spread Percentage on such Determination
Date is greater than [3.5] per cent. but less than or equal to [4.0] per cent.,
the Spread Account Percentage on such Determination Date shall be [1.5] per
cent.; (iv) if the Quarterly Excess Spread Percentage on such Determination Date
is greater than [3.0] per cent. but less than or equal to [3.5] per cent., the
Spread Account Percentage on such Distribution Date shall be [2.0] per cent.;
and (v) if the Quarterly Excess Spread Percentage on such Determination Date is
equal to or less than [3.0] per cent., the Spread Account Percentage for such
Determination Date shall be [2.5] per cent.;
"SPREAD ACCOUNT SURPLUS" shall mean, with respect to any Transfer Date, the
amount, if any, by which the Available Spread Account Amount exceeds the
Required Spread Account Amount;
"SUPPLEMENT" shall mean this Series 03-1 Supplement;
"SWAP AGREEMENT" shall mean the agreement dated on or about the Closing Date
between the Series 03-1 Issuer, the Swap Counterparty and the Note Trustee,
which provides for certain receipts of the Series 03-1 Issuer under and/or in
respect of the Related Debt denominated in sterling to be converted into
dollars, and vice versa by the Swap Counterparty and for certain other payments
to be made in dollars by the Swap Counterparty and in dollars by the Series 03-
1 Issuer;
"SWAP COUNTERPARTY" shall mean Barclays Bank PLC in its capacity as counterparty
in respect of the Swap Agreement and its successors and assigns;
"TOTAL WITHDRAWAL AMOUNT" shall have the meaning specified in Clause
5.19(a)(iv)(B)(1);
"TRANSFER DATE" for the purposes of this Supplement, is the same date as each
Distribution Date;
"TRUSTEE PAYMENT AMOUNT" means the Class A Trustee Payment Amount, the Class B
Trustee Payment Amount and the Class C Trustee Payment Amount or any of them as
the context requires;
44
"UNAVAILABLE PRINCIPAL COLLECTIONS" shall mean the aggregate amount of
Unavailable Investor Principal Collections and Unavailable Transferor Principal
Collections credited to the Principal Collections Ledger;
"UNAVAILABLE TRANSFEROR PRINCIPAL COLLECTIONS" shall have the meaning specified
in Clause 5.05(e)(i).
45
PART 2
SERVICING COMPENSATION AND ALLOCATION OF ACQUIRED INTERCHANGE
SERVICING COMPENSATION
(a) (i) On each Transfer Date, the Receivables Trustee shall allocate to
the Beneficiaries constituting Series 03-1 from amounts credited to
the Finance Charge Collections Ledger for Series 03-1 amounts to
enable such Beneficiaries to meet payments of Investor Servicing Fee
to the Servicer pursuant to Clause 2.2(b) of the Beneficiaries
Servicing Agreement in the amounts and in the circumstances set out
below PROVIDED, HOWEVER, that, to the extent not otherwise paid by
the Beneficiaries constituting Series 03-1 pursuant to Clause 2.2(b)
of the Beneficiaries Servicing Agreement, the Receivables Trustee
shall utilise such amounts credited to the Finance Charge
Collections Ledger to which the Beneficiaries constituting Series
03-1 are beneficially entitled in meeting on behalf of such
Beneficiaries the share of the Servicing Fee allocable to Series
03-1 with respect to such Transfer Date (the "INVESTOR SERVICING
FEE") being an amount equal to the sum of one-twelfth of the product
of (1) the Series Servicing Fee Percentage and (2) the Adjusted
Investor Interest as of the last day of the Monthly Period preceding
such Transfer Date (such amount to be inclusive of VAT thereon, if
any) PROVIDED, HOWEVER, that with respect to the first Transfer Date
after the date of execution of the Series 03-1 Supplement, the
Investor Servicing Fee shall be equal to {pound-sterling}[{circle}]
(such amount to be inclusive of VAT thereon, if any).
(ii) The portion of the Series 03-1 Investor Servicing Fee allocable to
the Series 03-1 Investor Beneficiary in respect of the Class A
Investor Interest with respect to any Transfer Date (the "CLASS A
SERVICING FEE") shall be equal to one-twelfth of the product of (a)
the Class A Floating Allocation, (b) the Series Servicing Fee
Percentage and (c) the Adjusted Investor Interest as of the last day
of the prior Monthly Period (such amount to be inclusive of VAT
thereon, if any).
(iii) The portion of the Series 03-1 Investor Servicing Fee allocable to
the Series 03-1 Investor Beneficiary in respect of the Class B
Investor Interest with respect to any Transfer Date (the "CLASS B
SERVICING FEE") shall be equal to one-twelfth of the product of (a)
the Class B Floating Allocation, (b) the Series Servicing Fee
Percentage and (c) the Adjusted Investor Interest as of the last day
of the prior Monthly Period (such amount to be inclusive of VAT
thereon, if any).
(iv) The portion of the Series 03-1 Investor Servicing Fee allocable to
the Series 03-1 Investor Beneficiary in respect of the Class C
Investor Interest with respect to any Transfer Date (the "CLASS C
SERVICING FEE") shall be equal to one-twelfth of the product of (a)
the Class C Floating Allocation, (b) the Series Servicing Fee
Percentage and (c) the Adjusted Investor Interest as of the last day
of the prior Monthly Period (such amount to be inclusive of VAT
thereon, if any).
(b) Except as specifically provided in paragraph (a) of this Part 2 above, the
Servicing Fee not allocated to Series 03-1 shall be paid out of the cash
flows from the Receivables Trust allocated to the Transferor Beneficiary
or other Applicable Series (as provided in
46
the related Supplements), and for the avoidance of doubt, in no event
shall the Receivables Trust, the Receivables Trustee or the Series 03-1
Investor Beneficiary be liable therefor. The Servicing Fee allocable to
Series 03-1 will be payable as follows:
(i) the Class A Servicing Fee shall be payable to the Servicer solely to
the extent amounts are available for distribution in respect thereof
pursuant to Clause 5.10(a)(iv) and Clause 5.15(a) (after taking into
account Reallocated Class B Principal Collections and Reallocated
Class C Principal Collections);
(ii) the Class B Servicing Fee shall be payable solely to the extent
amounts are available for distribution in respect thereof pursuant
to Clause 5.10(b)(iii) and Clause 5.15(c) (taking into account
Reallocated Class C Principal Collections); and
(iii) the Class C Servicing Fee shall be payable solely to the extent
amounts are available for distribution in respect thereof pursuant
to Clause 5.10(c)(ii).
ALLOCATION OF ACQUIRED INTERCHANGE
(c) Following the Transferor having notified the Receivables Trustee and the
Trust Cash Manager, on or prior to each Transfer Date of the amount of
Acquired Interchange for the Monthly Period preceding such Transfer Date,
the Receivables Trustee acting on the advice of the Trust Cash Manager
shall calculate the amount of such Acquired Interchange allocable to
Series 03-1 with respect to such Monthly Period, as described in this
Clause as follows:
(i) such amount of Acquired Interchange allocable to Series 03-1 shall
be equal to the products of (A) the total amount of Acquired
Interchange paid or payable to the Transferor with respect to such
Monthly Period and (B) the Floating Investor Percentage; and
(ii) on each Transfer Date, following the Transferor having paid the
amount of the Acquired Interchange to the Receivables Trustee, the
Receivables Trustee acting on the advice of the Trust Cash Manager
shall credit to the Finance Charge Collections Ledger, in
immediately available funds, the amount of Acquired Interchange
allocable to Series 03-1 with respect to the preceding Monthly
Period.
47
PART 3
TRUST CASH MANAGEMENT COMPENSATION AND ALLOCATION OF ACQUIRED INTERCHANGE
TRUST CASH MANAGEMENT COMPENSATION
(a) On each Transfer Date, the Receivables Trustee shall, to the extent not
otherwise paid by the Beneficiaries constituting Series 03-1 pursuant to
Clause 9(e) of the Supplement, be entitled to utilise such amounts
credited to the Finance Charge Collections Ledger to which the
Beneficiaries constituting Series 02-1 are beneficially entitled in
meeting payments of the Investor Trust Cash Management Fee to the
Receivable Trustee to fund payments by the Receivables Trustee of the
Trust Cash Management Fee to the Trust Cash Manager pursuant to Clause 9.2
of the Trust and Cash Management Agreement in the amounts and in the
circumstances set out below:
(i) the portion of the Trust Cash Management Fee allocable to Series
03-1 with respect to such Transfer Date (the "INVESTOR TRUST CASH
MANAGEMENT FEE") shall be equal to one-twelfth of the Series Trust
Cash Management Fee (such amount to be inclusive of VAT thereon, if
any) Provided, however, that with respect to the first Transfer Date
after the execution of the Series 03-1 Supplement, the Investor
Trust Cash Management Fee shall be {pound-sterling}[{circle}] (such
amount to be inclusive of VAT thereon if any);
(ii) the Investor Trust Cash Management Fee shall be calculated as
notionally referable to the Class A Investor Interest, or if the
Class A Investor Interest is zero, the Class B Investor Interest, or
if the Class B Investor Interest is zero, the Class C Investor
Interest.
Any payments made pursuant to or by reference to this paragraph (a) shall
satisfy the obligations of the Series 03-1 Investor Beneficiary to make
payments to the Receivables Trustee in respect of Series 03-1 as set out
in Clause 9(e) of this Supplement.
(b) Except as specifically provided in paragraph (a) of this Part 2 above, the
Trust Cash Management Fee not allocated to Series 03-1 shall be paid out
of the cash flows from the Receivables Trust allocated to the Transferor
or other Applicable Series (as provided in the related Supplements), and
for the avoidance of doubt, in no event shall the Receivables Trust, the
Receivables Trustee or Series 03-1 be liable therefor to any further
extent. The Trust Cash Management Fee allocable to Series 03-1 will be
payable as follows:
(i) if the Class A Investor Interest is greater than zero, then solely
to the extent amounts are available for distribution in respect
thereof pursuant to Clause 5.10(a)(iv) and Clause 5.15(a) (after
taking into account Reallocated Class B Principal Collections and
Reallocated Class C Principal Collections);
(ii) if the Class A Investor Interest is zero and the Class B Investor
Interest is greater than zero, then solely to the extent amounts are
available for distribution in respect thereof pursuant to Clause
5.10(b)(iii) and Clause 5.15(c) (taking into account Reallocated
Class C Principal Collections); and
48
(iii) if the Class A Investor Interest and the Class B Investor Interest
are zero and the Class C Investor Interest is greater than zero,
then solely to the extent amounts are available for distribution in
respect thereof pursuant to Clause 5.10(c)(ii).
(c) Notwithstanding any other provision of this Supplement or the Trust and
Cash Management Agreement, in the event that any part of the Investor
Trust Cash Management Fee is treated for VAT purposes as the consideration
for a supply of services by the Receivables Trustee to the Series 03-1
Investor Beneficiary which is subject to the reverse charge provided for
under section 8 of the Value Added Tax Act 1994, the amount of such
Investor Trust Cash Management Fee shall be reduced to such amount as,
with the addition of the amount of VAT for which the Series 03-1 Investor
Beneficiary is liable to account to H M Customs & Excise, shall equal the
original amount of such Investor Trust Cash Management Fee, and the
Receivables Trustee shall pay the amount of the reduction to H M Customs &
Excise on behalf of the Series 03-1 Investor Beneficiary to meet such
liability to account for such amount of VAT.
49
PART 4
TRUSTEE PAYMENT AMOUNT
TRUSTEE PAYMENT AMOUNT
(a) On each Transfer Date the Receivables Trustee shall (to the extent that
such amounts are not paid by the Beneficiaries from other sources pursuant
to Clause 7.15) utilise the beneficial entitlement of the Series 03-1
Investor Beneficiary to amounts credited to the Finance Charge Collections
Ledger in meeting the Aggregate Trustee Payment Amount as contemplated
pursuant to Clause 7.15 of the Trust and Cash Management Agreement in the
amounts and in the circumstances set out below:
(i) the portion of the Aggregate Trustee Payment Amount allocable to
Series 03-1 with respect to such Transfer Date (the "INVESTOR
TRUSTEE PAYMENT AMOUNT") shall be equal to the aggregate of the
proportion of each Trustee Payment Amount which relates to Series
03-1 (the proportion of each Trustee Payment Amount allocable to
Series 03-1 being equal to the product of (1) a fraction, the
numerator of which is the Investor Interest as of the last day of
the Monthly Period preceding such Transfer Date and the denominator
of which is the aggregate of the Investor Interests of each Series
in respect of which such aggregate Trustee Payment Amount was
incurred and (2) each relevant Trustee Payment Amount as has been
certified to the Trust Cash Manager by the end of any Monthly Period
as being accrued due and payable in respect of such Monthly Period);
(ii) the portion of the Investor Trustee Payment Amount allocable to the
Class A Investor Interest (the "CLASS A TRUSTEE PAYMENT AMOUNT")
shall be equal to the product of (A) the Class A Floating Allocation
and (B) the Investor Trustee Payment Amount for such Transfer Date;
(iii) the portion of the Investor Trustee Payment Amount allocable to the
Class B Investor Interest (the "CLASS B TRUSTEE PAYMENT AMOUNT")
shall be equal to the product of (A) the Class B Floating Allocation
and (B) the Investor Trustee Payment Amount for such Transfer Date;
and
(iv) the portion of the Investor Trustee Payment Amount allocable to the
Class C Investor Interest (the "CLASS C TRUSTEE PAYMENT") shall be
equal to the product of (A) the Class C Floating Allocation and (B)
the Investor Trustee Payment Amount for such Transfer Date.
(b) Except as specifically provided in paragraph (a) of this Part 4 above, the
Aggregate Trustee Payment Amount not allocated to Series 03-1 shall be
paid out of the cash flows from the Receivables Trust allocated to other
Applicable Series (as provided in the related Supplements), and, for the
avoidance of doubt, in no event shall the Receivables Trust or Series 03-1
be liable therefor. The Aggregate Trustee Payment Amount allocable to
Series 03-1 will be payable as follows:
(i) the Class A Trustee Payment Amount shall be payable to the Receivables
Trustee solely to the extent amounts are available for distribution in
respect
50
thereof pursuant to Clause 5.10(a)(i) and Clause 5.15(a) (taking
into account Reallocated Class B Principal Collections and
Reallocated Class C Principal Collections);
(ii) the Class B Trustee Payment Amount shall be payable to the
Receivables Trustee solely to the extent amounts are available for
distribution in respect thereof pursuant to Clause 5.10(b)(i) and
Clause 5.15(c) (taking into account Reallocated Class C Principal
Collections); and
(iii) the Class C Trustee Payment Amount shall be payable to the
Receivables Trustee solely to the extent amounts are available for
distribution in respect thereof pursuant to Clause 5.10(c)(i).
(c) Notwithstanding any other provision of this Supplement or the Trust and
Cash Management Agreement, in the event that any part of the Trustee
Payment Amount is treated for VAT purposes as the consideration for a
supply of services by the Receivables Trustee to the Series 03-1 Investor
Beneficiary which is subject to the reverse charge provided for under
section 8 of the Value Added Tax Act 1994, the amount of such shall be
reduced to such amount as, with the addition of the amount of VAT for
which the Series 03-1 Investor Beneficiary is liable to account to H M
Customs & Excise, shall equal the original amount of such Trustee Payment
Amount and the Receivables Trustee shall pay the amount of the reduction
to H M Customs & Excise on behalf of the Series 03-1 Investor Beneficiary
to meet such liability to account for such amount of VAT.
51
PART 5
ADDITION TO CLAUSE 5 OF THE TRUST AND CASH MANAGEMENT AGREEMENT
ALLOCATION AND APPLICATION OF COLLECTIONS
5.04 RIGHTS OF ADDITIONAL BENEFICIARY TO COLLECTIONS
(a) The Series 03-1 Investor Beneficiary, shall be beneficially
entitled, in the amounts specified herein, to that portion of
Principal Collections and Finance Charge Collections allocated to
the Series 03-1 Investor Beneficiary together with funds on deposit
in the Trust Accounts, which are expressly segregated for such
Series 03-1 Investor Beneficiary Interest.
(b) In certain circumstances Collections constituting Trust Property to
which the Series 03-1 Investor Beneficiary is beneficially entitled
will be for the purposes of calculation treated as referable to:
(i) Class B on a subordinated basis to the calculation for
allocation of Collections constituting Trust Property to Class
A; and
(ii) Class C on a subordinated basis to the calculation for
allocation of Collections constituting Trust Property to Class
A and Class B.
5.05 ALLOCATIONS
(a) ALLOCATIONS DURING THE REVOLVING PERIOD
During the Revolving Period, the Receivables Trustee, acting on the
advice of the Trust Cash Manager, shall, prior to the close of
business on the Relevant Date on which amounts are deposited in the
Trustee Collection Account allocate to Series 03-1 and credit to the
relevant ledgers in the Trustee Collection Account the following
amounts as set out below:
(i) credit to the Finance Charge Collections Ledger (identified
for Series 03-1) an amount equal to the product of (A) the
Floating Investor Percentage on the Date of Processing of such
Finance Charge Collections and (B) the aggregate amount of
Finance Charge Collections processed on such Date of
Processing to be applied in accordance with Clause 5.10.
(ii) credit to the Principal Collections Ledger (identified for
Series 03-1) an amount equal to the product of (A) the Class C
Investor Allocation on the Date of Processing of such
Principal Collections, (B) the Floating Investor Percentage on
the Date of Processing of such Principal Collections and (C)
the aggregate amount of Principal Collections on such Date of
Processing to be applied on each Transfer Date first in
accordance with Clause 5.16, secondly in accordance with
Clause 5.11(a)(i) and then in accordance with Clause 5.06(a);
(iii) credit to the Principal Collections Ledger (identified for
Series 03-1) an amount equal to the product of (A) the Class B
Investor Allocation on the
52
Date of Processing of such Principal Collections, (B) the
Floating Investor Percentage on the Date of Processing of
such Principal Collections and (C) the aggregate amount of
Principal Collections on such Date of Processing to be
applied on each Transfer Date first in accordance with
Clause 5.17, secondly in accordance with Clause 5.11(a)(i)
and then in accordance with Clause 5.06(a); and
(iv) credit to the Principal Collections Ledger (identified for
Series 03-1) an amount equal to the product of (A) the Class A
Investor Allocation on the Date of Processing of such
Principal Collections, (B) the Floating Investor Percentage on
the Date of Processing of such Principal Collections and (C)
the aggregate amount of Principal Collections processed in
respect of Principal Receivables on such Date of Processing,
first to be utilised in accordance with Clause 5.11(a)(i) and
then to be applied in accordance with Clause 5.06(a),
PROVIDED, HOWEVER, that only amounts credited to the Principal
Collections Ledger after the Daily Principal Shortfall is
satisfied shall be available to be utilised as Investor Cash
Available for Acquisition on such date.
(b) ALLOCATIONS DURING THE CONTROLLED ACCUMULATION PERIOD
During the Controlled Accumulation Period, the Receivables Trustee,
acting on the advice of the Trust Cash Manager, shall, prior to the
close of business on the Relevant Date on which amounts are
deposited in the Trustee Collection Account, allocate to Series 03-1
and credit to the relevant ledgers in the Trustee Collection Account
the following amounts as set out below:
(i) credit to the Finance Charge Collections Ledger (identified
for Series 03-1) an amount equal to the product of (A) the
Floating Investor Percentage on the Date of Processing of such
Finance Charge Collections and (B) the aggregate amount of
Finance Charge Collections processed on such Date of
Processing to be applied in accordance with Clause 5.10;
(ii) credit to the Principal Collections Ledger (identified for
Series 03-1) an amount equal to the product of (A) the Class C
Investor Allocation on the Date of Processing of such
Principal Collections, (B) the Fixed Investor Percentage on
the Date of Processing of such Principal Collections and (C)
the aggregate amount of Principal Collections processed on
such Date of Processing to be applied on each Transfer Date
first in accordance with Clause 5.16, secondly, in accordance
with Clause 5.11(b)(i) to (viii) and then in accordance with
Clause 5.06(b);
(iii) credit to the Principal Collections Ledger (identified for
Series 03-1) an amount equal to the product of (A) the Class B
Investor Allocation on the Date of Processing of such
Principal Collections, (B) the Fixed Investor Percentage on
the Date of Processing of such Principal Collections and (C)
the aggregate amount of Principal Collections processed on
such Date of Processing to be applied on each Transfer Date
first in accordance with
53
Clause 5.17, secondly, in accordance with Clause 5.11(b)(i) to
(viii) and then in accordance with Clause 5.06(b);
(iv) credit to the Principal Collections Ledger (identified for
Series 03-1) an amount equal to the product of (A) the Class A
Investor Allocation on the Date of Processing of such
Principal Collections, (B) the Fixed Investor Percentage on
the Date of Processing of such Principal Collections and (C)
the aggregate amount of Principal Collections processed on
such Date of Processing, first, to be retained to the extent
it is required to be utilised in accordance with Clause
5.11(b)(i) to (viii) on the next Transfer Date and, then, to
be applied in accordance with Clause 5.06(b) PROVIDED,
HOWEVER, that only amounts credited to the Principal
Collections Ledger after the Daily Principal Shortfall is
satisfied shall be utilised as Investor Cash Available for
Acquisition on such date; and
(v) in the event that the amount credited to the Principal
Collections Ledger (identified for Series 03-1) during any
Monthly Period less the amount of Investor Cash Available for
Acquisition calculated pursuant to Clause 5.05(b)(iv) exceeds
the sum of (A) the Adjusted Investor Interest as of the close
of business on the last day of the prior Monthly Period
(taking into account any deposits to be made into the
Principal Funding Account or any amounts credited to the Class
B Distribution Ledger or the Class C Distribution Ledger, any
Investor Charge-Offs and any other adjustments to the Investor
Interest in each case on the Transfer Date with respect to
such Monthly Period) and (B), without duplication of (A)
above, any Reallocated Class B Principal Collections and any
Reallocated Class C Principal Collections relating to the
Monthly Period in which such amounts are credited then the
Receivables Trustee acting on the advice of the Trust Cash
Manager shall utilise such amount in accordance with Clause
5.2(f)(i)(B) of the Declaration of Trust and Trust Cash
Management Agreement PROVIDED, HOWEVER, that the amount to be
so credited for the Transferor Beneficiary pursuant to this
Clause 5.05(b)(v) with respect to any Relevant Date shall be
allocated to the Transferor Beneficiary but shall be
transferred to the Transferor Beneficiary only if the
Transferor Interest on such Relevant Date is greater than zero
after giving effect to the inclusion in the Receivables Trust
of all Receivables created on or prior to such Relevant Date
and the application of payments referred to in Clause 5.2(c)
and otherwise shall be considered as Unavailable Transferor
Principal Collections to be utilised in accordance with Clause
5.05(e); PROVIDED, FURTHER, that in no event shall the amount
allocable to the Transferor Beneficiary pursuant to this
Clause 5.05(b)(v) be greater than the Transferor Interest on
such Relevant Date.
(c) ALLOCATIONS DURING THE REGULATED AMORTISATION PERIOD
During the Regulated Amortisation Period, the Receivables Trustee,
acting on the advice of the Trust Cash Manager, shall, prior to the
close of business on the Relevant Date on which amounts are
deposited in the Trustee Collection
54
Account, allocate to Series 03-1 and credit to the relevant ledgers
in the Trustee Collection Account the following amounts as set out
below:
(i) credit to the Finance Charge Collections Ledger (identified
for Series 03-1) an amount equal to the product of (A) the
Floating Investor Percentage on the Date of Processing of such
Finance Charge Collections and (B) the aggregate amount of
Finance Charge Collections processed on such Date of
Processing to be applied in accordance with Clause 5.10;
(ii) credit to the Principal Collections Ledger (identified for
Series 03-1) an amount equal to the product of (A) the Class C
Investor Allocation on the Date of Processing of such
Principal Collections, (B) the Fixed Investor Percentage on
the Date of Processing of such Principal Collections and (C)
the aggregate amount of Principal Collections processed on
such Date of Processing to be applied on each Transfer Date
first in accordance with Clause 5.16, secondly, in accordance
with Clause 5.11(b)(i) to (viii) and then in accordance with
Clause 5.06(b);
(iii) credit to the Principal Collections Ledger (identified for
Series 03-1) an amount equal to the product of (A) the Class B
Investor Allocation on the Date of Processing of such
Principal Collections, (B) the Fixed Investor Percentage on
the Date of Processing of such Principal Collections and (C)
the aggregate amount of Principal Collections processed on
such Date of Processing to be applied on each Transfer Date
first in accordance with Clause 5.17, secondly, in accordance
with Clause 5.11(b)(i) to (viii) and then in accordance with
Clause 5.06(b);
(iv) credit to the Principal Collections Ledger (identified for
Series 03-1) an amount equal to the product of (A) the Class A
Investor Allocation on the Date of Processing of such
Principal Collections, (B) the Fixed Investor Percentage on
the Date of Processing of such Principal Collections and (C)
the aggregate amount of Principal Collections processed on
such Date of Processing, first, to be retained to the extent
it is required to be utilised in accordance with Clause
5.11(b)(i) to (viii) on the next Transfer Date and, then, to
be applied in accordance with Clause 5.06(b) PROVIDED,
HOWEVER, that only amounts credited to the Principal
Collections Ledger after the Daily Principal Shortfall is
satisfied shall be utilised as Investor Cash Available for
Acquisition on such date; and
(v) in the event that the amount credited to the Principal
Collections Ledger (identified for Series 03-1) during any
Monthly Period less the amount of Investor Cash Available for
Acquisition calculated pursuant to Clause 5.05(c)(iv) exceeds
the sum of (A) the Adjusted Investor Interest as of the close
of business on the last day of the prior Monthly Period
(taking into account any amounts credited to the Class A
Distribution Ledger, the Class B Distribution Ledger or the
Class C Distribution Ledger, any Investor Charge-Offs and any
other adjustments to the Investor Interest in each case on the
Transfer Date with respect to such Monthly Period) and
55
(B), without duplication of (A) above, any Reallocated Class B
Principal Collections and any Reallocated Class C Principal
Collections relating to the Monthly Period in which such
amounts are credited then the Receivables Trustee acting on
the advice of the Trust Cash Manager shall utilise such amount
in accordance with Clause 5.2(f)(I)B of the Declaration of
Trust and Trust Cash Management Agreement PROVIDED, HOWEVER,
that the amount to be so credited for the Transferor
Beneficiary pursuant to this Clause 5.05(c)(v) with respect to
any Relevant Date shall be allocated to the Transferor
Beneficiary but shall be transferred to the Transferor
Beneficiary only if the Transferor Interest on such Relevant
Date is greater than zero after giving effect to the inclusion
in the Receivables Trust of all Receivables created on or
prior to such Relevant Date and the application of payments
referred to in Clause 5.2(c) and otherwise shall be considered
as Unavailable Transferor Principal Collections to be utilised
in accordance with Clause 5.05(e); PROVIDED, FURTHER, that in
no event shall the amount allocable to the Transferor
Beneficiary pursuant to this Clause 5.05(c)(v) be greater than
the Transferor Interest on such Relevant Date.
(d) ALLOCATIONS DURING THE RAPID AMORTISATION PERIOD
During the Rapid Amortisation Period, the Receivables Trustee,
acting on the advice of the Trust Cash Manager, shall, prior to the
close of business on the Relevant Date on which amounts are
deposited in the Trustee Collection Account, allocate to Series 03-1
and credit to the relevant ledgers in the Trustee Collection Account
the following amounts as set out below:
(i) credit to the Finance Charge Collections Ledger (identified
for Series 03-1) an amount equal to the product of (A) the
Floating Investor Percentage on the Date of Processing of such
Finance Charge Collections and (B) the aggregate amount of
Finance Charge Collections processed on such Date of
Processing to be applied in accordance with Clause 5.10;
(ii) credit to the Principal Collections Ledger (identified for
Series 03-1) an amount equal to the product of (A) the Class C
Investor Allocation on the Date of Processing of such
Principal Collections, (B) the Fixed Investor Percentage on
the Date of Processing of such Principal Collections and (C)
the aggregate amount of Principal Collections processed on
such Date of Processing to be applied on each Transfer Date
first in accordance with Clause 5.16, secondly, in accordance
with Clause 5.11(b)(i) to (viii);
(iii) credit to the Principal Collections Ledger (identified for
Series 03-1) an amount equal to the product of (A) the Class B
Investor Allocation on the Date of Processing of such
Principal Collections, (B) the Fixed Investor Percentage on
the Date of Processing of such Principal Collections and (C)
the aggregate amount of Principal Collections processed on
such Date of Processing to be applied on each Transfer Date
first in accordance with Clause 5.16, and secondly, in
accordance with Clause 5.11(b)(i) to (viii);
56
(iv) credit to the Principal Collections Ledger (identified for
Series 03-1) an amount equal to the product of (A) the Class A
Investor Allocation on the Date of Processing of such
Principal Collections, (B) the Fixed Investor Percentage on
the Date of Processing of such Principal Collections and (C)
the aggregate amount of Principal Collections processed on
such Date of Processing to be applied on each Transfer Date
first in accordance with Clause 5.17, and secondly, in
accordance with Clause 5.11(b)(i) to (viii); and
(v) in the event that the amount credited to the Principal
Collections Ledger (identified for Series 03-1) during any
Monthly Period exceeds the sum of (A) the Investor Interest as
of the close of business on the last day of the prior Monthly
Period (taking into account any amounts credited to the Class
A Distribution Ledger, Class B Distribution Ledger and Class C
Distribution Ledger on the Transfer Date relating to such
Monthly Period, any related Investor Charge-Offs and any other
adjustments to the Investor Interest on such related Transfer
Date with respect to such Monthly Period) and (B) any
Reallocated Class B Principal Collections and Reallocated
Class C Principal Collections relating to the Monthly Period
in which such amount is credited then the Receivables Trustee
acting on the advice of the Trust Cash Manager shall utilise
such amount in accordance with Clause 5.2(f)(i)(B) of the
Declaration of Trust and Trust Cash Management Agreement
PROVIDED, HOWEVER, that the amount to be so credited for the
Transferor Beneficiary pursuant to this Clause 5.05(d)(v) with
respect to any Relevant Date shall be allocated to the
Transferor Beneficiary but shall be transferred to the
Transferor Beneficiary only if the Transferor Interest on such
Relevant Date is greater than zero (after giving effect to the
inclusion in the Receivables Trust of all Receivables created
on or prior to such Relevant Date and the application of
payments referred to in Clause 5.2(c) and otherwise shall be
considered as Unavailable Transferor Principal Collections to
be utilised in accordance with Clause 5.05(e); PROVIDED,
FURTHER, that in no event shall the amount allocable to the
Transferor Beneficiary pursuant to this Clause 5.05(d)(v) be
greater than the Transferor Interest on such Relevant Date.
(e) UNAVAILABLE PRINCIPAL COLLECTIONS
(i) Any Principal Collections not paid to the Transferor
Beneficiary because of the limitations contained in Clauses
5.05(b)(v), 5.05(c)(v) and 5.05(d)(v) ("UNAVAILABLE TRANSFEROR
PRINCIPAL COLLECTIONS") shall be allocated to the Series 03-1
Investor Beneficiary and for the purposes of calculation
treated as referable to Class A or (as the case may be) Series
03-1 and shall remain credited to the Principal Collections
Ledger (identified for the benefit of Class A or (as the case
may be) Series 03-1 as Unavailable Principal Collections).
(ii) For each Transfer Date with respect to the Controlled
Accumulation Period, the Regulated Amortisation Period, or the
Rapid Amortisation
57
Period, any Unavailable Principal Collections which have
arisen to paragraph 5.05(e)(i) above and which are credited to
the Principal Collections Ledger and identified for the
benefit of Class A or (as the case may be) Series 03-1 on such
Transfer Date shall be included in the Investor Principal
Collections which to the extent available shall be distributed
as Available Investor Principal Collections to be applied
pursuant to Clause 5.11(b) on such Transfer Date.
(iii) Any Unavailable Investor Principal Collections, arising during
the Revolving Period shall be allocated to the Transferor
Beneficiary but shall be transferred to the Transferor
Beneficiary on any Business Day when, and only to the extent
that, the Transferor Interest on such Business Day is greater
than zero as set out in Clause 5.2(f)(i)(c) of the Declaration
of Trust and Trust Cash Management Agreement and until such
time shall represent Unavailable Principal Collections
identified for the Transferor Beneficiary.
(iv) For the avoidance of doubt, following any allocation of
Unavailable Principal Collections to any Beneficiary, such
Unavailable Principal Collections so allocated shall in no
circumstances be reallocated to any other Beneficiary.
(f) CREDITS TO LEDGERS
With respect to Series 03-1, and notwithstanding anything in the
Trust and Cash Management Agreement or this Supplement to the
contrary, the Trust Cash Manager will only be required to make
credits in the relevant ledger in the Trustee Collection Account in
respect of Collections deposited in the Trustee Collection Account
up to the required amount to be credited to any such ledger.
(g) APPROPRIATION OF FEES
Where the amounts of Finance Charge Collections which fall to be
allocated between the Beneficiaries in respect of any Transfer Date
comprise any amount (the "FEE AMOUNT") in respect of Annual Fees,
Transaction Fees or Special Fees and on such Transfer Date any
amount (the "DEPOSIT AMOUNT") is required to be deposited in the
Reserve Account pursuant to Clause 5.15(j) or the Spread Account
pursuant to Clause 5.15(k), amounts representing the fee amount
shall be treated as being appropriated to the deposit amount after
all other applications of such Finance Charge Collections PROVIDED
THAT this Clause 5.05(g) shall have no effect on the allocation of
any amounts between the Beneficiaries.
5.06 INVESTOR CASH AVAILABLE FOR ACQUISITION
(a) INVESTOR CASH AVAILABLE FOR ACQUISITION DURING THE REVOLVING PERIOD
During the Revolving Period immediately following the allocations in
Clause 5.05(a) and on the Closing Date the Receivables Trustee shall
regard as Investor Cash Available for Acquisition ("INVESTOR CASH
AVAILABLE FOR ACQUISITION")
58
(avoiding any double-counting) each of (i) the amounts paid to the
Trustee Acquisition Account on the Closing Date pursuant to Clause
3(b) of the Supplement, (ii) the aggregate amount credited to the
Principal Collections Ledger pursuant to Clause 5.05(a)(iv) which
has been identified to be so applied and (iii) on each Transfer Date
during the Revolving Period, the amount to be treated as Investor
Cash Available for Acquisition pursuant to Clause 5.11(a)(ii). Such
Investor Cash Available for Acquisition shall be utilised as
follows:
(i) by allocating such amounts to the Series 03-1 Investor
Beneficiary to the extent required to enable the Series 03-1
Investor Beneficiary to fund the Receivables Trustee in making
payments to the Transferor in respect of any Offer the
Receivables Trustee has determined to accept pursuant to
Clause 5.2(c)(i) or in respect of Future Receivables pursuant
to Clause 5.2(c)(ii) and transferring such amounts to the
Trustee Acquisition Account in accordance with Clause
5.2(b)(iii), PROVIDED, HOWEVER, that no amount of Investor
Cash Available for Acquisition shall be used to fund that
portion of the amount payable to the Transferor which is in
respect of Ineligible Receivables;
(ii) to the extent any Investor Cash Available for Acquisition is
not utilised in funding the Receivables Trustee pursuant to
(i) above, to be allocated to the Transferor Beneficiary in
order to increase the proportion of the beneficial interest of
the Investor Beneficiary in the Eligible Receivables Pool and
to decrease the proportion of the beneficial interest of the
Transferor Beneficiary in the Eligible Receivables Pool pro
tanto pursuant to Clauses 3.3 and 5.2(c)(iii) and transferring
such amounts to the Trustee Acquisition Account in accordance
with Clause 5.2(b)(iii); and
(iii) the balance, if any, following the utilisation referred to in
(i) and (ii) above will be allocated to the Series 03-1
Investor Beneficiary Interest in the manner set out in
provisos (A) and (B) below and will remain credited to the
Principal Collections Ledger as Investor Cash Available for
Acquisition to be utilised on the next and following Business
Days
PROVIDED, HOWEVER, that:
(A) in the event that the aggregate Investor Cash Available for
Acquisition of all Applicable Series (including Series 03-1)
exceeds on any Relevant Date the aggregate of (A) amounts
payable to the Transferor on such Relevant Date by way of
Purchase Price or pursuant to Clause 5.1 of the RSA; and (B)
the Transferor Interest on such Relevant Date then the amount
of the Investor Cash Available for Acquisition of Series 03-1
to be utilised on such day pursuant to paragraphs (i) and (ii)
above shall be reduced by an amount equal to the product of
(X) a fraction, the numerator of which is the Investor Cash
Available for Acquisition of Series 03-1 and the denominator
of which is the aggregate Investor Cash
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Available for Acquisition of each Applicable Series (including
Series 03-1) and (Y) the amount of the excess identified
above; and
(B) any Investor Cash Available for Acquisition not utilised
during any Monthly Period shall be allocated to the Series
03-1 Investor Beneficiary Interest and for the purposes of
calculation treated as referable to Class A to the extent that
the Class A Adjusted Investor Interest is greater than zero
and thereafter to Class B to the extent that the Class B
Adjusted Investor Interest is greater than zero and thereafter
to Class C but shall, subject to Clause 5.06(c), be utilised
in accordance with this Clause 5.06(a) on the next and
following Business Days.
(b) INVESTOR CASH AVAILABLE FOR ACQUISITION DURING THE CONTROLLED
ACCUMULATION PERIOD OR THE REGULATED AMORTISATION PERIOD
During the Controlled Accumulation Period immediately following the
allocations in Clause 5.05(b) or during the Regulated Amortisation
Period immediately following the allocations in Clause 5.05(c) the
Receivables Trustee shall regard as Investor Cash Available for
Acquisition (avoiding any double-counting) each of (i) the aggregate
amount credited to the Principal Collections Ledger pursuant to
(during the Controlled Accumulation Period) Clause 5.05(b)(iv) or
(during the Regulated Amortisation Period) Clause 5.05(c)(iv) which
has been identified to be so applied and (ii) on each Transfer Date
during the Controlled Accumulation Period or the Regulated
Amortisation Period the amount to be treated as Investor Cash
Available for Acquisition pursuant to Clause 5.11(b)(ix) (which have
been identified to be so applied). Such Investor Cash Available for
Acquisition shall be utilised as follows:
(i) by allocating such amounts to the Series 03-1 Investor
Beneficiary Interests to the extent required to enable such
Investor Beneficiaries to fund the Receivables Trustee in
making payments to the Transferor in respect of any Offer the
Receivables Trustee has determined to accept pursuant to
Clause 5.2(c)(i) or in respect of Future Receivables pursuant
to Clause 5.2(c)(ii) and transferring such amounts to the
Trustee Acquisition Account in accordance with Clause
5.2(b)(iii) PROVIDED, HOWEVER, that no amount of Investor Cash
Available for Acquisition shall be used to fund that portion
of the amount payable to the Transferor which is in respect of
Ineligible Receivables;
(ii) to the extent any Investor Cash Available for Acquisition is
not utilised in funding the Receivables Trustee pursuant to
(i) above, to be allocated to the Transferor Beneficiary in
order to increase the proportion of the beneficial interest of
the Investor Beneficiaries in the Eligible Receivables Pool
and to decrease the proportion of the beneficial interest of
the Transferor Beneficiary in the Eligible Receivables Pool
pro tanto pursuant to Clauses 3.3 and 5.2(c)(iii) and
transferring such amounts to the Trustee Acquisition Account
in accordance with Clause 5.2(b)(iii); and
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(iii) the balance, if any, following the utilisation referred to in
(i) and (ii) above will be allocated to the Investor
Beneficiaries in the manner set out in proviso (A) and (B)
below and will remain credited to the Principal Collections
Ledger as Investor Cash Available for Acquisition to be
utilised in accordance with this Clause 5.06 on the next and
following Business Days
PROVIDED, HOWEVER, that:
(A) in the event that the aggregate Investor Cash Available for
Acquisition of all Applicable Series (including Series 03-1)
exceeds on any Relevant Date the aggregate of (aa) amounts
payable to the Transferor on such Relevant Date by way of
Purchase Price or pursuant to Clause 5.1 of the RSA; and (bb)
the Transferor Interest on such Relevant Date, then the amount
of the Investor Cash Available for Acquisition of Series 03-1
to be utilised on such day pursuant to paragraphs (i) and (ii)
above shall be reduced by an amount equal to the product of
(X) a fraction, the numerator of which is the Investor Cash
Available for Acquisition of Series 03-1 and the denominator
of which is the aggregate Investor Cash Available for
Acquisition of each Applicable Series (including Series 03-1)
and (Y) the amount of the excess identified above; and
(B) any Investor Cash Available for Acquisition not utilised
during any Monthly Period shall be allocated to the Series
03-1 Investor Beneficiary Interest and for the purposes of
calculation treated as referable to Class A to the extent that
the Class A Adjusted Investor Interest is greater than zero
and thereafter to Class B to the extent that the Class B
Adjusted Investor Interest is greater than zero and thereafter
to Class C but shall, subject to Clause 5.06(c), be utilised
in accordance with this Clause 5.06(b) on the next and
following Business Days.
(c) INVESTOR CASH AVAILABLE FOR ACQUISITION DURING THE RAPID
AMORTISATION PERIOD
During the Rapid Amortisation Period no amounts will be identified
as Investor Cash Available for Acquisition and amounts previously
allocated to Series 03-1 Investor Beneficiary Interest and
identified as Investor Cash Available for Acquisition but not
utilised pursuant to Clauses 5.06(a) and (b) ("NON-UTILISED INVESTOR
CASH AVAILABLE FOR ACQUISITION") will at the commencement of the
Rapid Amortisation Period cease to be regarded as Investor Cash
Available for Acquisition and shall be included as Available
Investor Principal Collections for the Monthly Period in which the
Rapid Amortisation Period commences for distribution to the Series
03-1 Investor Beneficiary Interest.
5.07 DETERMINATION OF MONTHLY REQUIRED EXPENSE AMOUNTS
(a) The amount required to be transferred and for the purposes of
calculation treated as referable to Class A from the Finance Charge
Collections Ledger in respect of each Transfer Date (the "CLASS A
MONTHLY REQUIRED EXPENSE AMOUNT") shall be the aggregate of the
following:
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(i) an amount equal to the Class A Trustee Payment Amount plus any
Class A Trustee Payment Amount remaining unpaid in respect of
any previous Transfer Date; PLUS
(ii) the MTN Issuer Costs Amount; PLUS
(iii) an amount equal to an amount which, in respect of any
Calculation Period, is equal to the product of (A) a fraction,
the numerator of which is the actual number of days in such
Calculation Period and the denominator of which is 365 (or 366
in the case of any Calculation Period ending in a leap year),
(B) the Class A Finance Rate and (C) the Class A Debt Amount
as of the Record Date preceding such Transfer Date (such
amount being the "CLASS A MONTHLY FINANCE AMOUNT"); PLUS
(iv) an amount equal to the amount of any unpaid Class A Deficiency
Amounts; PLUS
(v) an amount equal to an amount which, in respect of any
Calculation Period, is equal to the product of (A) (1) a
fraction, the numerator of which is the actual number of days
in such Calculation Period and the denominator of which is 365
(or 366 in the case of any Calculation Period ending in a leap
year) times (2) the Class A Finance Rate, plus [2] per cent.,
and (B) the Class A Deficiency Amounts (if any) for the
immediately preceding Distribution Date (the "CLASS A
ADDITIONAL FINANCE AMOUNT"), PLUS
(vi) the Monthly Loan Expenses Amount,
and on the related Transfer Date the Receivables Trustee shall
deposit such funds, to the extent available in accordance with
Clause 5.10(a).
(b) The amount required to be transferred and for the purposes of
calculation treated as referable to Class B from the Finance Charge
Collections Ledger in respect of each Transfer Date (the "CLASS B
MONTHLY REQUIRED EXPENSE AMOUNT") shall be the aggregate of the
following amounts:
(i) an amount equal to the Class B Trustee Payment Amount plus any
Class B Trustee Payment Amounts remaining unpaid in respect of
any previous Transfer Date; PLUS
(ii) an amount equal to an amount which, in respect of any
Calculation Period, is equal to the product of (A) a fraction,
the numerator of which is the actual number of days in such
Calculation Period and the denominator of which is 365 (or 366
in the case of any Calculation Period ending in a leap year),
(B) the Class B Finance Rate, and (C) the Class B Debt Amount
determined as of the Record Date preceding such Transfer Date
(the "CLASS B MONTHLY FINANCE AMOUNT"); PLUS
(iii) an amount equal to the amount of any unpaid Class B Deficiency
Amounts; PLUS
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(iv) an amount equal to an amount which, in respect of any
Calculation Period, is equal to the product of (A) (1) a
fraction, the numerator of which is the actual number of days
in such Calculation Period and the denominator of which is 365
(or 366 in the case of any Calculation Period ending in a leap
year), times (2) the Class B Finance Rate in relation to the
relevant Calculation Period, plus [2] per cent., and (B) the
Class B Deficiency Amounts (if any) on the immediately
preceding Distribution Date (the "CLASS B ADDITIONAL FINANCE
AMOUNT"),
and on the related Transfer Date the Receivables Trustee shall
deposit such funds, to the extent available, in accordance with
Clause 5.10(b).
(c) The amount required to be transferred and for the purposes of
calculation treated as referable to Class C from the Finance Charge
Collections Ledger in respect of each Transfer Date (the "CLASS C
MONTHLY REQUIRED EXPENSE AMOUNT") shall be the aggregate of the
following amounts:
(i) an amount equal to the Class C Trustee Payment Amount plus any
Class C Trustee Payment Amount remaining unpaid in respect of
any previous Transfer Date; PLUS
(ii) an amount equal to an amount which, in respect of any
Calculation Period, is equal to the product of (A) a fraction,
the numerator of which is the actual number of days in such
Calculation Period and the denominator of which is 365 (or 366
in the case of any Calculation Period ending in a leap year),
(B) the Class C Finance Rate, and (C) the Class C Debt Amount
determined as of the Record Date preceding such Transfer Date
(the "CLASS C MONTHLY FINANCE AMOUNT"); PLUS
(iii) an amount equal to the amount of any unpaid Class C Deficiency
Amounts; PLUS
(iv) an amount equal to an amount which, in respect of any
Calculation Period, is equal to the product of (A) (1) a
fraction, the numerator of which is the actual number of days
in such Calculation Period and the denominator of which is 365
(or 366 in the case of any Calculation Period ending in a leap
year), times (2) the Class C Finance Rate, plus [2] per cent.
per annum, and (B) the Class C Deficiency Amounts (if any) on
the immediately preceding Distribution Date (the "CLASS C
ADDITIONAL FINANCE AMOUNT"),
and on the related Transfer Date the Receivables Trustee shall
deposit such funds, to the extent available, in accordance with
Clause 5.10(c)(i) and Clause 5.15(f).
5.08 DETERMINATION OF MONTHLY PRINCIPAL AMOUNTS
(a) The amount required to be transferred from the Principal Collections
Ledger on each Transfer Date and for the purposes of calculation
treated as referable to Class A (the "CLASS A MONTHLY PRINCIPAL
AMOUNT"), beginning with the Transfer Date in the month following
the month in which the Controlled Accumulation
63
Period or, if earlier, the Regulated Amortisation Period or the
Rapid Amortisation Period, begins, shall be equal to the least of:
(i) the Available Investor Principal Collections credited to the
Principal Collections Ledger on such Transfer Date;
(ii) for each Transfer Date with respect to the Controlled
Accumulation Period or the Regulated Amortisation Period prior
to the Class A Scheduled Redemption Date, the Controlled
Deposit Amount for such Transfer Date; and
(iii) the Class A Adjusted Investor Interest (after taking into
account any adjustments to be made on such Transfer Date
pursuant to Clauses 5.13(a)(iii) and (iv) on such Transfer
Date) prior to any amount being deposited into the Principal
Funding Account on such day.
(b) The amount required to be transferred from the Principal Collections
Ledger on each Transfer Date and for the purposes of calculation
treated as referable to Class B (the "CLASS B MONTHLY PRINCIPAL
AMOUNT"), commencing on the Class B Principal Commencement Date
(after taking into account any payments to be made on the related
Distribution Date), shall be an amount equal to the least of:
(i) the Available Investor Principal Collections to the credit of
the Principal Collections Ledger on such Transfer Date (MINUS
the portion of such Available Investor Principal Collections
applied to the Class A Monthly Principal Amount on such
Transfer Date); and
(ii) the Class B Adjusted Investor Interest (after taking into
account any adjustments to be made on such Transfer Date
pursuant to Clauses 5.13(a)(ii), 5.13(b)(ii), 5.13(b)(iii) and
5.17(b) on such Transfer Date) prior to any deposit into the
Principal Funding Account on such Transfer Date.
(c) The amount required to be transferred from the Principal Collections
Ledger on each Transfer Date and for the purposes of calculation
treated as referable to Class C (the "CLASS C MONTHLY PRINCIPAL
AMOUNT"), commencing on the Class C Principal Commencement Date
(after taking into account any payments to be made on the related
Distribution Date) shall be an amount equal to the least of:
(i) the Available Investor Principal Collections to the credit of
the Principal Collections Ledger on such Transfer Date (MINUS
the portion of such Available Investor Principal Collections
applied to the Class A Monthly Principal Amount and the Class
B Monthly Principal Amount on such Transfer Date); and
(ii) the Class C Adjusted Investor Interest (after taking into
account any adjustments to be made on such Transfer Date
pursuant to Clauses 5.13(a)(i), 5.13(b)(i), 5.13(c)(i),
5.13(c)(ii) and 5.16 on such Transfer Date) prior to any
deposit into the Principal Funding Account on such Transfer
Date.
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(d) Notwithstanding the provisions of (a), (b) and (c) above of this
Clause 5.08, during the Controlled Accumulation Period or the
Regulated Amortisation Period the aggregate amount distributable
from the Principal Collections Ledger in respect of Series 03-1
shall not exceed the Controlled Deposit Amount for the relevant
Transfer Date and in the event that the aggregate of the Class A
Monthly Principal Amount, the Class B Monthly Principal Amount and
the Class C Monthly Principal Amount (if any), in respect of such
Transfer Date as calculated in (a), (b) and (c) above exceeds the
Controlled Deposit Amount for the relevant Transfer Date, the Class
C Monthly Principal Amount will be reduced by the amount of such
excess, (but not so that the Class C Monthly Principal Amount is
less than zero) and to the extent of the excess over the Class C
Monthly Principal Amount, the Class B Monthly Principal Amount will
be reduced (but not so that the Class B Monthly Principal Amount is
less than zero) and the Class A Monthly Principal Amount, Class B
Monthly Principal Amount and Class C Monthly Principal Amount shall
be read and construed accordingly for all purposes.
5.09 COVERAGE OF REQUIRED AMOUNT
(a) On or before each Transfer Date, the Receivables Trustee (acting on
the advice of the Trust Cash Manager) shall determine the amount
(the "CLASS A REQUIRED AMOUNT"), if any, by which the sum of:
(i) the Class A Monthly Required Expense Amount; PLUS
(ii) (a) the Class A Servicing Fee for the prior Monthly Period, if
any, PLUS any Class A Servicing Fee due but not paid on any
prior Transfer Date, PLUS (b) the Class A Cash Management Fee
for the prior Monthly Period, if any, PLUS any Class A Cash
Management Fee due but not paid on any prior Transfer Date;
PLUS
(iii) the Class A Investor Default Amount, if any, for the prior
Monthly Period
EXCEEDS the Class A Available Funds for the related Monthly Period.
(b) On or before each Transfer Date, the Receivables Trustee (acting on
the advice of the Trust Cash Manager shall also determine the amount
(the "CLASS B REQUIRED AMOUNT"), if any, equal to the sum of
(i) the amount, if any, by which:
(A) the Class B Monthly Required Expense Amount; PLUS
(B) (a) the Class B Servicing Fee for the prior Monthly
Period, if any, PLUS any Class B Servicing Fee due but
not paid on any prior Transfer Date, PLUS (b) the Class
B Cash Management Fee for the prior Monthly Period, if
any, PLUS any Class B Cash Management Fee due but not
paid on any prior Transfer Date;
EXCEEDS the Class B Available Funds for the related Monthly
Period; PLUS
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(ii) the Class B Investor Default Amount, if any, for the related
Monthly Period.
(c) (i) In the event that the Class A Required Amount for such
Transfer Date is greater than zero, the Trust Cash Manager
shall be required to give the Receivables Trustee written
notice of such positive Class A Required Amount on or before
such Transfer Date.
(ii) In the event that the Class A Required Amount for such
Transfer Date is greater than zero, all or a portion of the
Excess Spread with respect to such Transfer Date in an amount
equal to the Class A Required Amount, to the extent available,
for such Transfer Date shall be distributed from the Finance
Charge Collections Ledger on such Transfer Date pursuant to
Clause 5.15(a).
(iii) In the event that the Class A Required Amount for such
Transfer Date exceeds the amount of Excess Spread with respect
to such Transfer Date, the Principal Collections standing to
the credit of the Principal Collections Ledger treated for
calculation purposes as referable first to Class C and then to
Class B with respect to the prior Monthly Period shall be
applied as specified in Clauses 5.16 and 5.17.
(iv) In the event that the Class B Required Amount for such
Transfer Date exceeds the amount of Excess Spread available to
fund the Class B Required Amount pursuant to Clause 5.15(c),
the Principal Collections standing to the credit of the
Principal Collections Ledger treated for calculation purposes
as referable to Class C with respect to the prior Monthly
Period (after applying the amounts pursuant to paragraph (iii)
above) shall be applied as specified in Clause 5.16.
PROVIDED, HOWEVER, that the sum of any payments pursuant to this
Clause 5.09(c) shall not exceed the sum of the Class A Required
Amount and the Class B Required Amount.
5.10 PAYMENTS OF AMOUNTS REPRESENTING FINANCE CHARGE COLLECTIONS
On or before each Transfer Date, the Trust Cash Manager shall advise the
Receivables Trustee in writing of the amounts to withdraw from the Finance
Charge Collections Ledger pursuant to this Clause 5.10 and the Receivables
Trustee, acting on such advice substantially in the form of Exhibit C,
shall withdraw on such Transfer Date, to the extent of Class A Available
Funds, Class B Available Funds and Class C Available Funds, the amounts
required to be so withdrawn:
(a) on each Transfer Date, an amount equal to the Class A Available
Funds credited to the Finance Charge Collections Ledger for the
related Monthly Period will be distributed in the following order of
priority:
(i) an amount equal to the Class A Trustee Payment Amount for such
Transfer Date plus any Class A Trustee Payment Amounts
remaining unpaid in respect of any previous Transfer Date
shall be allocated to the
66
Series 03-1 Investor Beneficiary for the purposes of
calculation treated as referable to Class A for distribution
to the Series 03-1 Investor Beneficiary in respect of Class A
but shall, to the extent such payments are not met by the
Series 03-1 Investor Beneficiary from other sources, be
utilised by the Receivables Trustee towards meeting the
Aggregate Trustee Payment Amount;
(ii) an amount equal to the MTN Issuer Costs Amount for such
Transfer Date shall be allocated to the Series 03-1 Investor
Beneficiary for the purposes of calculation treated as
referable to Class A and credited by the Receivables Trustee
acting on the advice of the Trust Cash Manager to the Class A
Distribution Ledger;
(iii) an amount equal to the Class A Monthly Finance Amount for such
Transfer Date, plus the amount of any Class A Deficiency
Amount for such Transfer Date, plus the amount of any Class A
Additional Finance Amount for such Transfer Date, shall be
allocated to the Series 03-1 Investor Beneficiary for the
purposes of calculation treated as referable to Class A and
credited by the Receivables Trustee acting on the advice of
the Trust Cash Manager to the Class A Distribution Ledger;
(iv) amounts equal to the Class A Servicing Fee, if any, and Class
A Cash Management Fee, if any, for such Transfer Date PLUS
amounts of any Class A Servicing Fee or Class A Cash
Management Fee due but not paid to the Servicer or the
Receivables Trustee (to enable it to make payments to Trust
Cash Manager) on any prior Transfer Date shall be allocated to
the Series 03-1 Investor Beneficiary for the purposes of
calculation treated as referable to Class A for distribution
to the Series 03-1 Investor Beneficiary in respect of Class A
but shall, to the extent such fees are not met by the Series
03-1 Investor Beneficiary from other sources, be utilised by
the Receivables Trustee and distributed pro rata to the
Servicer and the Receivables Trustee (to enable it to make
payments to Trust Cash Manager) whereupon such amounts shall
cease to be Trust Property and shall be owned by the Servicer
and Receivables Trustee absolutely;
(v) an amount equal to the Class A Investor Default Amount, if
any, for the preceding Monthly Period shall be allocated to
the Series 03-1 Investor Beneficiary for the purposes of
calculation treated as referable to Class A and treated as a
portion of Investor Principal Collections allocated to the
Series 03-1 Investor Beneficiary for the purposes of
calculation treated as referable to Class A and credited to
the Principal Collections Ledger on such Transfer Date;
(vi) the balance, if any, shall constitute Excess Spread, which
together with Excess Spread generated following the
distribution of Finance Charge Collections calculated as
referable to Class B and thereafter to Class C shall be
allocated and distributed as set out in Clause 5.15.
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(b) On each Transfer Date, an amount equal to the Class B Available
Funds credited to the Finance Charge Collections Ledger for the
related Monthly Period will be distributed in the following order of
priority:
(i) an amount equal to the Class B Trustee Payment Amount for such
Transfer Date plus any Class B Trustee Payment Amount
remaining unpaid in respect of any previous Transfer Date
shall be allocated to the Series 03-1 Investor Beneficiary for
the purposes of calculation treated as referable to Class B
for distribution to the Series 03-1 Investor Beneficiary in
respect of Class B but shall, to the extent such payments are
not met by the Series 03-1 Investor Beneficiary from other
sources, be utilised by the Receivables Trustee towards
meeting the Aggregate Trustee Payment Amount;
(ii) an amount equal to the Class B Monthly Finance Amount for such
Transfer Date, plus the amount of any Class B Deficiency
Amount for such Transfer Date, plus the amount of any Class B
Additional Finance Amount for such Transfer Date shall be
allocated to the Series 03-1 Investor Beneficiary for the
purposes of calculation treated as referable to Class B and
credited by the Receivables Trustee acting on the advice of
the Trust Cash Manager to the Class B Distribution Ledger;
(iii) amounts equal to the Class B Servicing Fee, if any, and the
Class B Cash Management Fee, if any, for such Transfer Date
PLUS amounts of any Class B Servicing Fee or Class B Cash
Management Fee due but not paid to the Servicer or the
Receivables Trustee (to enable it to make payments to the
Trust Cash Manager) on any prior Transfer Date shall be
allocated to the Series 03-1 Investor Beneficiary for the
purposes of calculation treated as referable to Class B for
distribution to the Series 03-1 Investor Beneficiary for the
purposes of calculation treated as referable to Class B but
shall, to the extent such fees are not met by the Series 03-1
Investor Beneficiary from other sources, be utilised by the
Receivables Trustee and distributed pro rata to the Servicer
and the Trust Cash Manager whereupon such amounts shall cease
to be Trust Property and shall be owned by the Servicer and
the Receivables Trustee (to enable it to make payments to the
Trust Cash Manager) absolutely;
(iv) the balance, if any, shall constitute Excess Spread, which
together with Excess Spread generated following the
distribution of Finance Charge Collections calculated as
referable to Class A and Class C shall be allocated and
distributed as set out in Clause 5.15.
(c) On each Transfer Date, an amount equal to the Class C Available
Funds credited to the Finance Charge Collections Ledger for the
related Monthly Period will be distributed in the following order of
priority:
(i) an amount equal to the Class C Trustee Payment Amount for such
Transfer Date plus any Class C Trustee Payment Amount
remaining unpaid in respect of any previous Transfer Date
shall be allocated to the
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Series 03-1 Investor Beneficiary for the purposes of
calculation treated as referable to Class C for distribution
to the Series 03-1 Investor Beneficiary in respect of Class C
but shall, to the extent such payments are not met by the
Series 03-1 Investor Beneficiary from other sources, be
utilised by the Receivables Trustee towards meeting the
Aggregate Trustee Payment Amount;
(ii) amounts equal to the Class C Servicing Fee, if any, and the
Class C Cash Management Fee, if any, for such Transfer Date
PLUS amounts of any Class C Servicing Fee or Class C Cash
Management Fee due but not paid to the Servicer or the
Receivables Trustee (to enable it to make payments to the
Trust Cash Manager) on any prior Transfer Date shall be
allocated to the Series 03-1 Investor Beneficiary for the
purposes of calculation treated as referable to Class C for
distribution to the Series 03-1 Investor Beneficiary in
respect of Class C but shall, to the extent such fees are not
met by the Series 03-1 Investor Beneficiary from other
sources, be utilised by the Receivables Trustee and
distributed pro rata to the Servicer and the Receivables
Trustee (to enable it to make payments to the Trust Cash
Manager) whereupon such amounts shall cease to be Trust
Property and shall be owned by the Servicer and Receivables
Trustee absolutely;
(iii) the balance, if any, shall constitute Excess Spread, which
together with Excess Spread generated following the
distribution of Finance Charge Collections initially
calculated as referable to Class A and Class B shall be
allocated and distributed as set out in Clause 5.15.
5.11 PAYMENTS OF AMOUNTS REPRESENTING AVAILABLE INVESTOR PRINCIPAL COLLECTIONS
On or before each Transfer Date, the Trust Cash Manager shall notify the
Receivables Trustee in writing substantially in the form of Exhibit C of
the amounts to withdraw from the Principal Collections Ledger pursuant to
Clauses 5.11(a) and (b) and the Receivables Trustee, acting in accordance
with such advice, shall withdraw on such Transfer Date, to the extent of
available funds, the amounts required to be withdrawn:
(a) On each Transfer Date during the Revolving Period, an amount equal
to Available Investor Principal Collections standing to the credit
of the Principal Collections Ledger with respect to the related
Monthly Period on such Transfer Date will be distributed in the
following order of priority:
(i) an amount equal to the lesser of (A) the product of (1) a
fraction, the numerator of which is equal to the Available
Investor Principal Collections and the denominator of which is
equal to the sum of the Available Investor Principal
Collections available for sharing as specified in the related
Supplement for each Applicable Series in Group One and (2) the
Cumulative Series Principal Shortfall and (B) Available
Investor Principal Collections, shall remain in the Principal
Collections Ledger to be treated as Shared Principal
Collections and allocated to Applicable Series in Group One
other than this Series 03-1; and
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(ii) an amount equal to the Available Investor Principal
Collections remaining after the applications specified in
Clause 5.11(a)(i) shall be calculated as available for use as
Investor Cash Available for Acquisition pursuant to Clause
5.06(a).
(b) On each Transfer Date during the Controlled Accumulation Period, the
Regulated Amortisation Period or the Rapid Amortisation Period an
amount equal to the Available Investor Principal Collections
standing to the credit of the Principal Collections Ledger with
respect to the related Monthly Period on such Transfer Date will be
distributed in the following order of priority:
(i) for each Transfer Date for the Controlled Accumulation Period,
an amount equal to the Class A Monthly Principal Amount shall
be allocated to the Series 03-1 Investor Beneficiary for the
purposes of calculation treated as referable to Class A and
deposited into the Principal Funding Account;
(ii) for each Transfer Date during the Regulated Amortisation
Period or the Rapid Amortisation Period, an amount equal to
the Class A Monthly Principal Amount shall be allocated to the
Series 03-1 Investor Beneficiary for the purposes of
calculation treated as referable to Class A and credited to
the Class A Distribution Ledger;
(iii) for each Transfer Date during the Controlled Accumulation
Period commencing on the Class B Principal Commencement Date,
after giving effect to the distribution referred to in
paragraph (i) above, an amount equal to the Class B Monthly
Principal Amount shall be allocated to the Series 03-1
Investor Beneficiary for the purposes of calculation treated
as referable to Class B and deposited into the Principal
Funding Account;
(iv) for each Transfer Date during the Regulated Amortisation
Period or the Rapid Amortisation Period commencing on the
Class B Principal Commencement Date, after giving effect to
the distribution referred to in paragraph (ii) above, an
amount equal to the Class B Monthly Principal Amount, shall be
allocated to the Series 03-1 Investor Beneficiary for the
purposes of calculation treated as referable to Class B and
credited to the Class B Distribution Ledger;
(v) for each Transfer Date during the Controlled Accumulation
Period commencing on the Class C Principal Commencement Date,
after giving effect to the distribution referred to in
paragraphs (i) and (iii) above, an amount equal to the Class C
Monthly Principal Amount shall be allocated to the Series 03-1
Investor Beneficiary for the purposes of calculation treated
as referable to Class C and deposited into the Principal
Funding Account;
(vi) for each Transfer Date during the Regulated Amortisation
Period or the Rapid Amortisation Period commencing on the
Class C Principal Commencement Date, after giving effect to
the distribution referred to in
70
paragraphs (ii) and (iv) above, an amount equal to the Class C
Monthly Principal Amount, shall be allocated to the Series
03-1 Investor Beneficiary for the purposes of calculation
treated as referable to Class C and credited to the Class C
Distribution Ledger;
(vii) for each Transfer Date during the Controlled Accumulation
Period, an amount equal to the lesser of (A) the product of
(1) a fraction, the numerator of which is equal to the
Available Investor Principal Collections remaining after the
applications specified in Clauses 5.11(b)(i), (iii) and (v)
above and the denominator of which is equal to the sum of the
Available Investor Principal Collections available for sharing
as specified in the related Supplement for each Applicable
Series in Group One and (2) the Cumulative Series Principal
Shortfall and (B) the Available Investor Principal Collections
remaining after the applications specified in Clause
5.11(b)(i), (iii) and (v) above, shall remain in the Principal
Collections Ledger to be treated as Shared Principal
Collections and allocated to Applicable Series in Group One
other than this Series 03-1;
(viii)for each Transfer Date during the Regulated Amortisation
Period or the Rapid Amortisation Period, an amount equal to
the lesser of (A) the product of (1) a fraction, the numerator
of which is equal to the Available Investor Principal
Collections remaining after the applications specified in
Clauses 5.11(b)(ii), (iv) and (vi) above and the denominator
of which is equal to the sum of the Available Investor
Principal Collections available for sharing as specified in
the related Supplement for each Applicable Series in Group One
and (2) the Cumulative Series Principal Shortfall and (B) the
Available Investor Principal Collections remaining after the
applications specified in Clause 5.11(b)(ii), (iv) and (vi)
above, shall remain in the Principal Collections Ledger to be
treated as Shared Principal Collections and allocated to
Applicable Series in Group One other than this Series 03-1;
and
(ix) an amount equal to the Available Investor Principal
Collections remaining after the applications specified in
Clauses 5.11(b)(i) to (viii) shall be applied during the
Controlled Accumulation Period or the Regulated Amortisation
Period as Investor Cash Available for Acquisition pursuant to
Clause 5.06(b) and during a Rapid Amortisation Period shall be
allocated to the Transferor Beneficiary and utilised in
accordance with Clause 5.2(f)(i)(B) of the Declaration of
Trust and Trust Cash Management Agreement PROVIDED, HOWEVER,
that the amount to be so credited for the Transferor
Beneficiary pursuant to this Clause 5.11(b)(ix) with respect
to any Transfer Date shall be allocated to the Transferor
Beneficiary but shall be transferred to the Transferor
Beneficiary only if the Transferor Interest on such Transfer
Date is greater than zero after giving effect to the inclusion
in the Receivables Trust of all Receivables created on or
prior to such Transfer Date and the application of payments
referred to in Clause 5.2(c) and otherwise shall be considered
as
71
Unavailable Transferor Principal Collections identified for
Series 03-1 to be utilised in accordance with Clause 5.05(e);
PROVIDED, FURTHER, that in no event shall the amount allocable
to the Transferor Beneficiary pursuant to this Clause
5.11(b)(ix) be greater than the Transferor Interest on such
Transfer Date.
(c) On the earlier to occur of the first Distribution Date during the
Regulated Amortisation Period or the Rapid Amortisation Period or on
the Class A Scheduled Redemption Date and on each Distribution Date
thereafter, the Receivables Trustee, acting on the advice of the
Trust Cash Manager, shall distribute amounts pursuant to Clause
5.11(b) as follows:
(i) from amounts credited to the Principal Funding Account an
amount equal to the lesser of the Class A Investor Interest
and the amount credited to the Principal Funding Account
allocated to the Series 03-1 Investor Beneficiary for the
purposes of calculation treated as referable to Class A shall
be paid to the Series 03-1 Distribution Account and identified
for the Series 03-1 Investor Beneficiary in respect of Class A
whereupon such amount shall cease to be Trust Property and
shall be owned by the Series 03-1 Investor Beneficiary
absolutely; and
(ii) from the Class A Distribution Ledger an amount equal to the
lesser of such amount credited to the Class A Distribution
Ledger and the Class A Investor Interest (after taking into
account the amount distributed pursuant to paragraph (i)
above) to the Series 03-1 Distribution Account as identified
for the Series 03-1 Investor Beneficiary in respect of Class A
whereupon such amount shall cease to be Trust Property and
shall be owned by the Series 03-1 Investor Beneficiary
absolutely.
(d) On the earlier to occur of the first Distribution Date during the
Regulated Amortisation Period or the Rapid Amortisation Period on
which the Class A Investor Interest is paid in full and the Class B
Scheduled Redemption Date and on each Distribution Date thereafter,
the Receivables Trustee acting on the advice of the Trust Cash
Manager, shall distribute amounts pursuant to Clause 5.11(b) as
follows:
(i) from amounts credited to the Principal Funding Account an
amount equal to the lesser of the Class B Investor Interest
and the amount credited to the Principal Funding Account
allocated to the Series 03-1 Investor Beneficiary Interest and
treated for calculation purposes as referable to Class B
(after giving effect to any payment required under Clause
5.11(c)(i) above) shall be paid to the Series 03-1
Distribution Account and identified for the Series 03-1
Investor Beneficiary in respect of Class B whereupon such
amount shall cease to be Trust Property and should be owned by
the Series 03-1 Investor Beneficiary absolutely; and
(ii) from the Class B Distribution Ledger an amount equal to the
lesser of such amount credited to the Class B Distribution
Ledger pursuant to Clause 5.11(b)(iv) and the Class B Investor
Interest (after giving effect to
72
any reductions pursuant to 5.13) to the Series 03-1
Distribution Account as identified for the Series 03-1
Investor Beneficiary in respect of Class B whereupon such
amount shall cease to be Trust Property and shall be owned by
the Series 03-1 Investor Beneficiary absolutely.
(e) On the earlier to occur of the first Distribution Date during the
Regulated Amortisation Period or the Rapid Amortisation Period on
which each of the Class A Investor Interest and the Class B Investor
Interest is paid in full and the Class C Scheduled Redemption Date
and on each Distribution Date thereafter, the Receivables Trustee
acting on the advice of the Trust Cash Manager, shall distribute
amounts pursuant to Clause 5.11(b) as follows:
(i) from amounts credited to the Principal Funding Account
identified for the Series 03-1 Investor Beneficiary and
treated for calculation purposes as referable to Class C an
amount equal to the lesser of the Class C Investor Interest
and the amount credited to the Principal Funding Account
(after giving effect to any payment required under Clause
5.11(c)(i) and Clause 5.11(d)(i) above) shall be paid to the
Series 03-1 Distribution Account and identified for the Series
03-1 Investor Beneficiary in respect of Class C whereupon such
amount shall cease to be Trust Property and should be owned by
the Series 03-1 Investor Beneficiary absolutely; and
(ii) from the Class C Distribution Ledger an amount equal to the
lesser of such amount credited to the Class C Distribution
Ledger pursuant to Clause 5.11(b)(vi) and the Class C Investor
Interest (after giving effect to the amount distributed
pursuant to paragraph (i) above) to the Series 03-1
Distribution Account as identified for the Series 03-1
Investor Beneficiary in respect of Class C whereupon such
amount shall cease to be Trust Property and shall be owned by
the Series 03-1 Investor Beneficiary absolutely.
(f) The Controlled Accumulation Period is scheduled to commence at the
close of business on [{circle}] PROVIDED, HOWEVER, that, if the
Controlled Accumulation Period Length (determined as described in
this Clause 5.11(f) below) is less than 12 months, the date on which
the Controlled Accumulation Period actually commences may be delayed
to the first Business Day of the month that is the number of months
prior to the Series 03-1 Scheduled Redemption Date at least equal to
the Controlled Accumulation Period Length and, as a result, the
number of Monthly Periods in the Controlled Accumulation Period will
at least equal the Controlled Accumulation Period Length.
On the Determination Date immediately preceding the Distribution
Date falling in [{circle}] and on each Determination Date thereafter
until the Controlled Accumulation Period begins, the Trust Cash
Manager will determine the "CONTROLLED ACCUMULATION PERIOD LENGTH"
which will equal the number of months such that the sum of the
Controlled Accumulation Period Factors for each month during such
period will be equal to or greater than the Required Accumulation
Factor Number; PROVIDED, HOWEVER, that the Controlled
73
Accumulation Period Length will not be less than one month and
Provided further that the Controlled Accumulation Period Length
shall equal the number of months such that the product of the
Controlled Accumulation Period Length and the Controlled
Accumulation Amount taking into consideration the Maximum Controlled
Deposit Amount would be equal to or greater than the Initial
Investor Interest.
5.12 PAYMENT OF INVESTOR MONTHLY FINANCE AMOUNTS
(a) On each Distribution Date the Receivables Trustee, acting on the
advice of the Trust Cash Manager, shall withdraw the following
amounts:
(i) all amounts credited to the Class A Distribution Ledger
pursuant to Clause 5.10(a)(ii) and Clause 5.10(a)(iii),
including any amounts applied under those clauses from Excess
Spread pursuant to Clause 5.15(a) and then deposit such amount
in the Series 03-1 Distribution Account and shall identify
them as being for the Series 03-1 Investor Beneficiary and
treated for calculation purposes and referable to Class A in
respect of Class A whereupon such amount shall cease to be
Trust Property and shall be owned by the Series 03-1 Investor
Beneficiary absolutely;
(ii) all amounts credited to the Class B Distribution Ledger
pursuant to Clause 5.10(b)(ii) and Clause 5.15(c) and then
deposit such amount in the Series 03-1 Distribution Account as
identified for the Series 03-1 Investor Beneficiary in respect
of Class B whereupon such amount shall cease to be Trust
Property and shall be owned by the Series 03-1 Investor
Beneficiary absolutely;
(iii) all amounts credited to the Class C Distribution Ledger
pursuant to Clause 5.15(f) and Clause 5.19 and then deposit
such amount in the Series 03-1 Distribution Account as
identified for the Series 03-1 Investor Beneficiary in respect
of Class C whereupon such amount shall cease to be Trust
Property and shall be owned by the Series 03-1 Investor
Beneficiary absolutely;
(iv) to the extent that the amounts referred to in Clauses 5.10
(a)(i) and 5.10 (a)(iv) are met by the Series 03-1 Investor
Beneficiary from other sources, the amounts of Class A
Available Funds calculated with reference to the Series 03-1
Investor Beneficiary Interest in respect of Class A to meet
such amounts shall be distributed to the Series 03-1 Investor
Beneficiary by deposit of such amount in the Series 03-1
Distribution Account as identified for the Series 03-1
Investor Beneficiary in respect of Class A whereupon such
amounts shall cease to be Trust Property and shall be owned by
the Series 03-1 Investor Beneficiary absolutely;
(v) to the extent that the amounts referred to in Clauses 5.10
(b)(i) and 5.10 (b)(iii) are met by the Series 03-1 Investor
Beneficiary from other sources, the amounts of Class B
Available Funds calculated with reference to the Series 03-1
Investor Beneficiary Interest in respect of Class B to meet
74
such amounts shall be distributed to the Series 03-1 Investor
Beneficiary by deposit of such amount in the Series 03-1
Distribution Account as identified for the Series 03-1
Investor Beneficiary in respect of Class B whereupon such
amounts shall cease to be Trust Property and shall be owned by
the Series 03-1 Investor Beneficiary absolutely; and
(vi) to the extent that the amounts referred to in Clauses 5.10
(c)(i) and 5.10 (c)(ii) are met by the Series 03-1 Investor
Beneficiary from other sources, the amounts of Class C
Available Funds calculated with reference to the Series 03-1
Investor Beneficiary Interest in respect of Class C to meet
such amounts shall be distributed to the Series 03-1 Investor
Beneficiary by deposit of such amount in the Series 03-1
Distribution Account as identified for the Series 03-1
Investor Beneficiary in respect of Class C whereupon such
amounts shall cease to be Trust Property and shall be owned by
the Series 03-1 Investor Beneficiary absolutely.
5.13 INVESTOR CHARGE-OFFS
(a) On or before each Transfer Date, the Receivables Trustee acting on
the advice of the Trust Cash Manager shall calculate the Class A
Investor Default Amount which shall be applied as follows:
(i) If on any Transfer Date, the Class A Investor Default Amount
for the prior Monthly Period exceeds the sum of the amount
applied with respect thereto pursuant to Clause 5.10(a)(v) and
Clause 5.15(a) with respect to such Monthly Period, the Class
C Investor Interest (after giving effect to reductions for any
Class C Investor Charge-Offs, any Reallocated Class C
Principal Collections and any Reallocated Class B Principal
Collections) will be reduced by the amount of such excess.
(ii) In the event that such reduction would cause the Class C
Investor Interest to be a negative number, the Class C
Investor Interest will be reduced to zero, and the Class B
Investor Interest (after giving effect to reductions for any
Class B Investor Charge-Offs and any Reallocated Class B
Principal Collections on such Transfer Date but excluding any
Reallocated Class B Principal Collections that have resulted
in a reduction of the Class C Investor Interest) will be
reduced by the amount by which the Class C Investor Interest
would have been reduced below zero, but not by more than the
Class A Investor Default Amount for such Transfer Date.
(iii) In the event that such reduction would cause the Class B
Investor Interest to be a negative number, the Class A
Investor Interest will be reduced by the amount by which the
Class B Investor Interest would have been reduced below zero,
but not by more than the Class A Investor Default Amount for
such Transfer Date (a "CLASS A INVESTOR CHARGE-OFF").
(iv) If the Class A Investor Interest has been reduced by the
amount of any Class A Investor Charge-Offs, it will be
reinstated on any Transfer Date (but not by an amount in
excess of the aggregate Class A Investor
75
Charge-Offs) by the amount of Excess Spread available for such
purpose pursuant to Clause 5.15(b).
(b) On or before each Transfer Date, the Receivables Trustee acting on
the advice of the Trust Cash Manager shall calculate the Class B
Investor Default Amount which shall be applied as follows:
(i) If on any Transfer Date, the Class B Investor Default Amount
for the prior Monthly Period exceeds the amount applied with
respect thereto pursuant to Clause 5.15(c)(ii), the Class C
Investor Interest (after giving effect to reductions for the
amount of any Class A Investor Default Amounts that will
result in a write-down of the Class C Investor Interest on
such Transfer Date, any Class C Investor Charge-Offs, any
Reallocated Class C Principal Collections and any Reallocated
Class B Principal Collections) will be reduced by the amount
of such excess.
(ii) In the event that such reduction would cause the Class C
Investor Interest to be a negative number, the Class C
Investor Interest will be reduced to zero, and the Class B
Investor Interest will be reduced by the amount by which the
Class C Investor Interest would have been reduced below zero,
but not by more than the Class B Investor Default Amount for
such Transfer Date (a "CLASS B INVESTOR CHARGE-OFF"). The
Class B Investor Interest will also be reduced by the amount
of Reallocated Class B Principal Collections that do not
result in a reduction in the Class C Investor Interest
pursuant to Clause 5.17 and the amount of any portion of the
Class B Investor Interest written-off to avoid a reduction in
the Class A Investor Interest pursuant to Clause 5.13(a)(ii)
above.
(iii) If the Class B Investor Interest has been reduced by the
amount described in Clause 5.13(b)(ii) it will thereafter be
reinstated on any Transfer Date by the amount of Excess Spread
available for such purpose as described under Clause 5.15(d).
(c) On or before each Transfer Date, the Receivables Trustee acting on
the advice of the Trust Cash Manager shall calculate the Class C
Investor Default Amount which shall be applied as follows:
(i) If on any Transfer Date, the Class C Investor Default Amount
for the prior Monthly Period exceeds the amount applied with
respect thereto pursuant to Clause 5.15(h), the Class C
Investor Interest will be reduced by the amount of such
excess, but not by more than the Class C Investor Default
Amount for such Transfer Date (a "CLASS C INVESTOR
CHARGE-OFF"). The Class C Investor Interest will also be
reduced by the amount of Reallocated Class C Principal
Collections pursuant to Clause 5.16 and Reallocated Class B
Principal Collections pursuant to Clause 5.17 and the amount
of any portion of the Class C Investor Interest written-off to
avoid a reduction in the Class A Investor Interest or Class B
Investor Interest pursuant to Clauses 5.13(a)(i) and
5.13(b)(i) above.
76
(iii) If the Class C Investor Interest has been reduced by the
amount described in Clause 5.13(c)(i) it will thereafter be
reinstated on any Transfer Date by the amount of Excess Spread
available for that purpose as described under Clause 5.15(i).
5.14 INVESTOR INDEMNITY AMOUNT
(a) On or before each Transfer Date, the Receivables Trustee, acting on
the advice of the Trust Cash Manager, shall calculate the Aggregate
Investor Indemnity Amount allocable to Series 03-1. Such amount
shall be payable solely to the extent amounts are available from
Excess Spread for distribution in respect thereof pursuant to Clause
5.15(l) PROVIDED, HOWEVER, that if there are insufficient amounts
available to pay such amount in full on the relevant Transfer Date,
the excess will be carried forward and payable on the next and
subsequent Transfer Dates solely to the extent amounts are available
from Excess Spread for distribution in respect thereof pursuant to
Clause 5.15(l).
(b) where any amount is paid by the Receivables Trustee to the
Transferor pursuant to Clause 5.15(l), the said payment shall be
treated as discharging pro tanto both:
(i) any obligation of the Receivables Trustee to make a payment to
the Transferor under the Trust Section 75 Indemnity; and
(ii) any corresponding obligation of the Series 03-1 Investor
Beneficiary in respect of Class A to make a corresponding
payment to the Receivables Trustee in respect of the Aggregate
Investor Indemnity Amount.
(c) To the extent that the Series 03-1 Investor Beneficiary makes
payment to the Transferor from other sources in respect of the
amount referred to in (b)(i) above, such payment shall be treated as
discharging pro tanto the obligations referred to in (b)(i) and (ii)
above and the amount referred to in Clause 5.15(l) shall be
distributed to the Series 03-1 Investor Beneficiary in respect of
Class A by deposit of such amount in the Series 03-1 Distribution
Account as identified for the Series 03-1 Investor Beneficiary in
respect of Class A whereupon such amount shall cease to be Trust
Property and shall be owned by the Series 03-1 Investor Beneficiary
absolutely.
5.15 EXCESS SPREAD
On or before each Transfer Date, the Receivables Trustee acting on the
advice of the Trust Cash Manager will apply or cause the Receivables
Trustee to apply Excess Spread with respect to the related Monthly Period,
to make the following distributions in the following priority:
(a) An amount equal to the Class A Required Amount, if any, with respect
to such Transfer Date will be used to fund the Class A Required
Amount and be allocated and applied in accordance with, and in the
priority set out in, Clause 5.10(a);
77
(b) an amount equal to the aggregate amount of Class A Investor
Charge-Offs which have not been previously reinstated will be
allocated to the Series 03-1 Investor Beneficiary Interest and for
the purposes of calculation treated as referable to Class A and
utilised to reinstate the Class A Investor Interest and be treated
as a portion of Investor Principal Collections allocated to the
Series 03-1 Investor Beneficiary Interest for the purposes of
calculation treated as referable to Class A and credited to the
Principal Collections Ledger on such Transfer Date;
(c) in priority, (i) first an amount equal to the Class B Required
Amount (excluding the Class B Investor Default Amount), if any, with
respect to such Transfer Date will be used to fund the Class B
Required Amount (excluding the Class B Investor Default Amount) and
will be allocated and applied first in accordance with, and in the
priority set out in, Clause 5.10(b); and (ii) secondly, any amount
available to pay the Class B Investor Default Amount shall be
allocated to the Series 03-1 Investor Beneficiary Interest and for
the purposes of calculation treated as referable to Class B and
treated as a portion of Investor Principal Collections allocated to
the Series 03-1 Investor Beneficiary Interest and for the purposes
of calculation treated as referable to Class B and credited to the
Principal Collections Ledger on such Transfer Date;
(d) an amount equal to the aggregate amount by which the Class B
Investor Interest has been reduced below the Class B Initial
Investor Interest for reasons other than the payment of principal
amounts to Class B (but not in excess of the aggregate amount of
such reductions which have not been previously reinstated) will be
allocated to the Series 03-1 Investor Beneficiary Interest and for
the purposes of calculation treated as referable to Class B and
utilised to reinstate the Class B Investor Interest and treated as a
portion of Investor Principal Collections allocated to the Series
03-1 Investor Beneficiary Interest and for the purposes of
calculation treated as referable to Class B and credited to the
Principal Collections Ledger on such Transfer Date;
(e) [DELIBERATELY LEFT BLANK]
(f) an amount equal to the sum of the Class C Monthly Finance Amount,
the Class C Deficiency Amount and the Class C Additional Finance
Amount (as at such Transfer Date) will be credited to the Class C
Distribution Ledger;
(g) [DELIBERATELY LEFT BLANK];
(h) an amount equal to the Class C Investor Default Amount shall be
allocated to the Series 03-1 Investor Beneficiary Interest and for
the purposes of calculation treated as referable to Class C and
treated as a portion of Investor Principal Collections allocated to
the Series 03-1 Investor Beneficiary Interest and for the purposes
of calculation treated as referable to Class C and credited to the
Principal Collections Ledger on such Transfer Date;
(i) an amount equal to the aggregate amount by which the Class C
Investor Interest has been reduced below the Class C Initial
Investor Interest for reasons other
78
than the payment of principal amounts to Class C (but not in excess
of the aggregate amount of such reductions which have not been
previously reinstated) will be utilised to reinstate the Class C
Investor Interest and treated as a portion of Investor Principal
Collections allocated to the Series 03-1 Investor Beneficiary
Interest and for the purposes of calculation treated as referable to
Class C and credited to the Principal Collections Ledger on such
Transfer Date;
(j) on each Transfer Date from and after the Reserve Account Funding
Date, but prior to the date on which the Reserve Account terminates
as described in Clause 5.22(f), an amount up to the excess, if any,
of the Required Reserve Amount over the Available Reserve Account
Amount shall be allocated to the Series 03-1 Investor Beneficiary
Interest and for the purposes of calculation treated as referable to
Class A and deposited into the Reserve Account;
(k) on any Transfer Date on which the Available Spread Account Amount is
less than the Required Spread Account Amount, an amount up to the
excess, if any, of the Required Spread Account Amount over the
Available Spread Account Amount will be allocated to the Series 03-1
Investor Beneficiary Interest and for the purposes of calculation
treated as referable to Class C and deposited into the Spread
Account;
(l) an amount equal to the Aggregate Investor Indemnity Amount, if any,
for the prior Monthly Period (together with any amounts in respect
of previous Monthly Periods which are unpaid) will be allocated to
the Series 03-1 Investor Beneficiary Interest and for the purposes
of calculation treated as referable to Class A and paid by the
Receivables Trustee to the Transferor (to the extent that the
Investor Beneficiary does not meet the said amount from other
sources) whereupon such amount shall cease to be Trust Property and
shall be owned by the Transferor absolutely;
(m) an amount equal to the Series 03-1 Extra Amount for such Transfer
Date will be allocated to the Series 03-1 Investor Beneficiary
Interest and for the purposes of calculation treated as referable to
Class A and paid into the Series 03-1 Distribution Account whereupon
such amount shall cease to be Trust Property and shall be owned by
the Series 03-1 Investor Beneficiary absolutely; and
(n) the balance, if any, after giving effect to the payments made
pursuant to paragraphs (a) through (m) (inclusive) above shall be
paid to the Excess Interest Beneficiary in respect of its rights
relating to Trust Property calculated by reference to Series 03-1
whereupon such amount shall cease to be Trust Property and shall be
owned by the Excess Interest Beneficiary absolutely.
5.16 REALLOCATED CLASS C PRINCIPAL COLLECTIONS
(a) On each Transfer Date, the Trust Cash Manager will advise the Receivables
Trustee as to the amounts of Principal Collections allocated pursuant to
Clauses 5.05(a)(ii), 5.05(b)(ii), 5.05(c)(ii) and 5.05(d)(ii) for
calculation purposes treated as referable to Class C to apply as
Reallocated Class C Principal Collections with respect to such Transfer
Date as follows:
79
(i) an amount equal to the excess, if any, of (i) the Class A Required
Amount, if any, with respect to such Transfer Date over (ii) the
amount of Excess Spread with respect to the related Monthly Period
shall be credited to the Finance Charge Collections Ledger to be
applied pursuant to Clauses 5.10(a)(i) to (v) in that order of
priority; and
(ii) an amount equal to the excess, if any, of (i) the Class B Required
Amount, if any, with respect to such Transfer Date over (ii) the
amount of Excess Spread with respect to the related Monthly Period
(following any credit of Excess Spread pursuant to 5.16(a)(ii)
above) shall be credited to the Finance Charge Collections Ledger to
be applied pursuant to Clause 5.10(b)(i) to (iii) in that order of
priority and then to be applied to reduce the Class B Investor
Default Amount pursuant to Clause 5.15(c)(ii).
(b) On each Transfer Date the Class C Investor Interest shall be reduced by
the amount of Reallocated Class C Principal Collections and Reallocated
Class B Principal Collections for such Transfer Date.
(c) In the event that the calculation of the amount of Reallocated Class C
Principal Collections and Reallocated Class B Principal Collections to be
re-applied would cause the Class C Investor Interest (after giving effect
to any Class C Investor Charge-Offs for such Transfer Date) to be a
negative number on any Transfer Date, the amount of Principal Collections
to be re-applied on such Transfer Date shall be an aggregate amount not to
exceed the amount which would cause the Class C Investor Interest (after
giving effect to any Class C Investor Charge-Offs for such Transfer Date)
to be reduced to zero.
5.17 REALLOCATED CLASS B PRINCIPAL COLLECTIONS
(a) On each Transfer Date, following application of Reallocated Class C
Principal Collections in accordance with Clause 5.16, the Trust Cash
Manager will advise the Receivables Trustee as to amounts of Principal
Collections allocated pursuant to Clauses 5.05(a)(iii), 5.05(b)(iii),
5.05(c)(iii) and 5.05(d)(iii) to the Series 03-1 Investor Beneficiary
Interest for calculation purposes treated as referable to Class B to apply
as Reallocated Class B Principal Collections with respect to such Transfer
Date as follows:
(i) an amount equal to the excess, if any, of (i) the Class A Required
Amount, if any, with respect to such Transfer Date over (ii) the
amount of Excess Spread and Reallocated Class C Principal
Collections with respect to the related Monthly Period shall be
credited to the Finance Charge Collections Ledger to be applied
pursuant to Clauses 5.10(a)(i) to (v) in that order of priority;
(b) On each Transfer Date the notional amount calculated as the Class B
Investor Interest shall be reduced by an amount equal to the excess of the
amount of Reallocated Class B Principal Collections for such Transfer Date
over the Class C Investor Interest (after giving effect to any Class C
Investor Charge-Offs for such Transfer Date).
(c) In the event that the calculation of the amount of Reallocated Class B
Principal Collections to be re-applied would cause the Class B Investor
Interest (after giving effect
80
to any Class B Investor Charge-Offs and the reduction in the Class C
Investor Interest in respect of Reallocated Class B Principal Collections
for such Transfer Date) to be a negative number on any Transfer Date, the
amount of Principal Collections to be re-applied on such Transfer Date
shall be an aggregate amount not to exceed the amount which would cause
the Class B Investor Interest (after giving effect to any Class B Investor
Charge-Offs for such Transfer Date) to be reduced to zero.
5.18 SHARED PRINCIPAL COLLECTIONS
(a) The amount of Principal Collections calculated as available to
Series 03-1 which are not available to be utilised as Investor Cash
Available for Acquisition pursuant to the proviso to Clauses
5.05(a)(iv) and 5.05(b)(iv) and are not applied to meet any Class A
Monthly Principal Amount, Class B Monthly Principal Amount or Class
C Monthly Principal Amount shall be available to be allocated as
Shared Principal Collections and shall be identified as such in the
Principal Collections Ledger.
(b) The portion of Shared Principal Collections to the credit of the
Principal Collections Ledger equal to the amount of Shared Principal
Collections available to Series 03-1 on any Transfer Date shall be
applied as Available Investor Principal Collections pursuant to
Clause 5.11 and pursuant to such Clause 5.11 shall be allocated as
follows:
(i) first, to the Series 03-1 Investor Beneficiary, for the
purposes of calculation treated as referable to Class A, and
deposited in the Principal Funding Account during the
Controlled Accumulation Period identified for the Series 03-1
Investor Beneficiary in respect of Class A until such time as
the amount deposited to the Principal Funding Account
identified for the Series 03-1 Investor Beneficiary in respect
of Class A is equal to the Class A Investor Interest;
(ii) second, to the Series 03-1 Investor Beneficiary, for the
purposes of calculation treated as referable to Class A and
credited to the Class A Distribution Ledger during the
Regulated Amortisation Period or the Rapid Amortisation Period
until such time as the Class A Investor Interest is zero; or
(iii) third, to the Series 03-1 Investor Beneficiary, for the
purposes of calculation treated as referable to Class B and
deposited in the Principal Funding Account during the
Controlled Accumulation Period identified for the Series 03-1
Investor Beneficiary in respect of Class B until such time as
the amount deposited to the Principal Funding Account
identified for the Series 03-1 Investor Beneficiary in respect
of Class B is equal to the Class B Investor Interest;
(iv) fourth, to the Series 03-1 Investor Beneficiary, for the
purposes of calculation treated as referable to Class B and
credited to the Class B Distribution Ledger during the
Regulated Amortisation Period or the
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Rapid Amortisation Period until such time as the Class B
Investor Interest is zero;
(v) fifth, to the Series 03-1 Investor Beneficiary, for the
purposes of calculation treated as referable to Class C and
deposited in the Principal Funding Account during the
Controlled Accumulation Period identified for the Series 03-1
Investor Beneficiary in respect of Class C until such time as
the amount deposited to the Principal Funding Account
identified for the Series 03-1 Investor Beneficiary in respect
of Class C is equal to the Class C Investor Interest; and
(vi) sixth, to the Series 03-1 Investor Beneficiary, for the
purposes of calculation treated as referable to Class C and
credited to the Class C Distribution Ledger during the
Regulated Amortisation Period or the Rapid Amortisation Period
until such time as the Class C Investor Interest is zero.
(c) Shared Principal Collections allocable to Series 03-1 with respect
to any Transfer Date shall mean an amount equal to the Series
Principal Shortfall, if any, with respect to Series 03-1 for such
Transfer Date PROVIDED, HOWEVER, that if the aggregate amount of
Shared Principal Collections for all Applicable Series for such
Transfer Date is less than the Cumulative Series Principal Shortfall
for such Transfer Date, then Shared Principal Collections allocable
to Series 03-1 on such Transfer Date shall equal the product of (i)
Shared Principal Collections for all Applicable Series for such
Transfer Date and (ii) a fraction, the numerator of which is the
Series Principal Shortfall with respect to Series 03-1 for such
Transfer Date and the denominator of which is the aggregate amount
of the Cumulative Series Principal Shortfall for all Applicable
Series for such Transfer Date.
5.19 SPREAD ACCOUNT
(a) (i) The Receivables Trustee shall establish and maintain with
a Qualified Institution, in the name of the Receivables
Trustee, for the benefit of the Series 03-1 Investor
Beneficiary and the Transferor Beneficiary by way of separate
trust, an Eligible Deposit Account with such Qualified
Institution (the "SPREAD ACCOUNT"), bearing a designation
clearly indicating that the funds deposited therein are held
on trust for the benefit of the Series 03-1 Investor
Beneficiary and the Transferor Beneficiary.
(ii) The Receivables Trustee, as trustee of the Receivables Trust,
shall possess all legal right, title and interest in all funds
on deposit from time to time in the Spread Account and in all
proceeds thereof. The Spread Account shall be a Trust Account
for the purposes of the Trust and Cash Management Agreement
and all amounts deposited therein shall be regarded as being
segregated for the benefit of Series 03-1 and allocated to the
beneficial entitlement of (A) the Series 03-1 Investor
Beneficiary to the extent of amounts deposited in the Spread
Account
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pursuant to Clause 5.19(a)(iv)(A) and investment earnings
credited pursuant to Clause 5.19(b)(iv)(A) less the aggregate
of that portion of all Total Withdrawal Amounts withdrawn from
time to time pursuant to Clause 5.19(a)(iv)(B)(1) which
utilised amounts will be allocated to the beneficial
entitlement of the Series 03-1 Investor Beneficiary; and (B)
the Transferor Beneficiary to the extent of investment
earnings on amounts deposited in the Spread Account as
calculated pursuant to Clause 5.19(b)(iv)(B).
(iii) If at any time the institution holding the Spread Account
ceases to be a Qualified Institution the Trust Cash Manager
shall notify the Receivables Trustee, and the Receivables
Trustee upon being notified shall, within 10 Business Days,
establish (or direct the Trust Cash Manager to establish) a
new Spread Account meeting the conditions specified above with
a Qualified Institution, and shall transfer any cash or any
investments to such new Spread Account.
(iv) The Receivables Trustee, acting on the advice of the Trust
Cash Manager, shall:
(A) on each Transfer Date make the deposit, if any, pursuant
to 5.15(k); and
(B) make withdrawals from the Spread Account from time to
time:
(1) in priority (aa) on each Transfer Date in the
amount up to the Available Spread Account Amount
at such time for the purposes set out in Clause
5.15(f), (bb) on the Class C Release Date, an
amount up to the Available Spread Account Amount
equal to the excess, if any, of the Class C Debt
Amount over the Class C Investor Interest, and
(cc) on each Transfer Date from and after the
Class C Release Date, an amount up to the
Available Spread Account Amount equal to the
excess, if any, of the Class C Investor Default
Amount over the amount of Excess Spread applied to
meet the Class C Investor Default Amount pursuant
to Clause 5.15(h)
(the aggregate of (aa), (bb) and (cc)
constituting the "TOTAL WITHDRAWAL AMOUNT"); and
(2) as required by paragraphs (b), (c) and (d) of this
Clause 5.19.
(v) In the event that, for any Transfer Date, the Total Withdrawal
Amount is greater than zero, the Trust Cash Manager shall:
(A) advise the Receivables Trustee in writing, in
substantially the form of Exhibit C to the Schedule to
the Series 03-1 Supplement,
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of such Total Withdrawal Amount on or before 11:30 a.m.
on such Transfer Date; and
(B) deposit the amounts to be withdrawn from the Spread
Account as calculated in Clause 5.19(a)(iv)(B)(1) in the
Trustee Collection Account and credit such amounts to
the Class C Distribution Ledger.
(vi) The Receivables Trustee at all times shall maintain accurate
records reflecting each transaction in the Spread Account and
in any sub-account established therein.
(b) (i) Funds on deposit in the Spread Account shall be invested
by the Receivables Trustee in Permitted Investments PROVIDED,
HOWEVER, that reference in the definition of Permitted
Investments to a rating in the "highest ranking category"
shall be modified to require a rating from any one of the
following rating agencies of at least A-2 by Standard &
Poor's, P-2 by Moody's.
(ii) Funds on deposit in the Spread Account on any Transfer Date,
after giving effect to any withdrawals from the Spread Account
on such Transfer Date, shall be invested in such investments
that will mature so that such funds will be available for
withdrawal on or prior to the following Transfer Date.
(iii) The Receivables Trustee shall ensure a Qualified Institution
maintains, on its behalf, possession of the negotiable
instruments or securities, if any, evidencing such Permitted
Investments made pursuant to Clause 5.19(b)(i). No Permitted
Investment made pursuant to Clause 5.19(b)(i) shall be
disposed of prior to its maturity.
(iv) On each Transfer Date, all interest and investment earnings
(net of losses and investment expenses) earned during the
period immediately preceding such Transfer Date on funds on
deposit in the Spread Account shall:
(A) be retained in the Spread Account to the extent that the
Available Spread Account Amount is less than the
Required Spread Account Amount taking into account any
amounts to be credited on that Transfer Date pursuant to
Clause 5.19(a)(iv)(A); and
(B) to the extent of any amount remaining after the
application in (A) above, be withdrawn from the Spread
Account and paid by the Receivables Trustee to the
Transferor Beneficiary whereupon such amount shall cease
to be Trust Property and shall be owned by the
Transferor Beneficiary absolutely.
(v) Subject to the restrictions set out above, the Trust Cash
Manager, or a Person designated in writing by the Trust Cash
Manager of which the
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Receivables Trustee shall have received notification thereof,
shall have the authority to advise the Receivables Trustee
with respect to the investment of funds on deposit in the
Spread Account. For purposes of determining the availability
of funds or the balances in the Spread Account for any reason
under the Trust and Cash Management Agreement as supplemented
by the Supplement, all interest and investment earnings on
such funds shall be deemed not to be available or on deposit
except to the extent specified in Clause 5.19(b)(iv)(A).
(c) In the event that the Spread Account Surplus on any Transfer Date,
after giving effect to any deposits to and any withdrawal from the
Spread Account on such Transfer Date, is greater than zero, the
Receivables Trustee, acting in on the advice of the Trust Cash
Manager, shall withdraw from the Spread Account for distribution to
the Series 03-1 Investor Beneficiary, an amount equal to the Spread
Account Surplus whereupon such amount shall cease to be Trust
Property and shall be owned by the Series 03-1 Investor Beneficiary
absolutely to be treated as an Excess Finance Charge Amount
referable to Series 03-1.
(d) Upon the earlier to occur of (i) the termination of the Receivables
Trust pursuant to Clause 8 of the Trust and Cash Management
Agreement and (ii) the Series 03-1 Termination Date, the Receivables
Trustee, acting on the advice of the Trust Cash Manager and payable
from the Spread Account as provided herein, shall withdraw on such
date (after taking into account all other deposits and withdrawals
in respect of the Spread Account on such date) from the Spread
Account all amounts on deposit in the Spread Account and pay them to
the Series 03-1 Investor Beneficiary whereupon such amount shall
cease to be trust property and shall be owned by the Series 03-1
Investor Beneficiary absolutely to be treated as an Excess Finance
Charge Amount referable to Series 03- 1.
5.20 PRINCIPAL FUNDING ACCOUNT
(a) (i) The Receivables Trustee shall establish and maintain with
a Qualified Institution, in the name of the Receivables
Trustee, for the benefit of the Series 03-1 Investor
Beneficiary and the Transferor Beneficiary, by way of separate
trust, a Trust Account with such Qualified Institution (the
"PRINCIPAL FUNDING ACCOUNT"), bearing a designation clearly
indicating that the funds deposited therein are held on trust
for the benefit of the Series 03-1 Investor Beneficiary and
the Transferor Beneficiary.
(ii) The Receivables Trustee, as trustee of the Receivables Trust,
shall possess all legal right, title and interest in all funds
on deposit from time to time in the Principal Funding Account
and in all proceeds thereof. The Principal Funding Account
shall be a Trust Account for the purposes of the Trust and
Cash Management Agreement and amounts deposited therein shall
be allocated to the beneficial entitlement of Beneficiaries as
follows:
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(A) all amounts deposited therein pursuant to Clause
5.11(b)(i) shall be allocated to the Series 03-1
Investor Beneficiary, for the purposes of calculation
treated as referable to Class A and regarded as being
segregated for the benefit of Class A;
(B) all amounts deposited therein pursuant to Clause
5.11(b)(iii) shall be allocated to the Series 03-1
Investor Beneficiary, for the purposes of calculation
treated as referable to Class B and regarded as being
segregated for the benefit of Class B;
(C) all amounts deposited therein pursuant to Clause
5.11(b)(v) shall be allocated to the Series 03-1
Investor Beneficiary, for the purposes of calculation
treated as referable to Class C and regarded as being
segregated for the benefit of the Series 03-1 Investor
Beneficiary in respect of Class C; and
(D) all amounts deposited therein which represent Excess
Principal Funding Investment Proceeds on any Transfer
Date shall be allocated to the Transferor Beneficiary
PROVIDED, HOWEVER, that for the avoidance of doubt any
Principal Funding Investment Proceeds which are not
Excess Principal Funding Investment Proceeds shall be
allocated to the Investor Beneficiary.
(iii) If at any time the institution holding the Principal Funding
Account ceases to be a Qualified Institution the Trust Cash
Manager shall notify the Receivables Trustee, and the
Receivables Trustee upon being notified shall, within 10
Business Days, establish (or direct the Trust Cash Manager to
establish) a new Principal Funding Account meeting the
conditions specified above with a Qualified Institution, and
shall transfer any cash or any investments to such new
Principal Funding Account.
(iv) The Receivables Trustee, acting on the advice of the Trust
Cash Manager, shall (i) make withdrawals from the Principal
Funding Account from time to time, in the amounts and for the
purposes set out in this Supplement, and (ii) on each Transfer
Date (from and after the commencement of the Controlled
Accumulation Period) prior to termination of the Principal
Funding Account make deposits into the Principal Funding
Account in the amount specified in, and otherwise in
accordance with, Clause 5.11(b)(i), Clause 5.11(b)(iii) and
Clause 5.11(b)(v).
(v) The Receivables Trustee at all times shall maintain accurate
records reflecting each transaction in the Principal Funding
Account and in any sub-account established therein and amounts
allocated to the Series 03- 1 Investor Beneficiary and for
calculation purposes treated as referable to Class A, Class B
and Class C, respectively.
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(b) (i) Funds on deposit in the Principal Funding Account shall be
invested on the advice of the Trust Cash Manager by the
Receivables Trustee in Permitted Investments. Funds on deposit
in the Principal Funding Account on any Transfer Date, after
giving effect to any withdrawals from the Principal Funding
Account on such Transfer Date, shall be invested in such
investments that will mature so that such funds will be
available for withdrawal on or prior to the following Transfer
Date.
(ii) The Receivables Trustee shall ensure a Qualified Institution
maintains, on its behalf, possession of the negotiable
instruments or securities, if any, evidencing such Permitted
Investments. No Permitted Investment shall be disposed of
prior to its maturity.
(iii) On the Transfer Date occurring in the month following the
commencement of the Controlled Accumulation Period and on each
Transfer Date thereafter with respect to the Controlled
Accumulation Period, the Receivables Trustee, acting on the
advice of the Trust Cash Manager given on or before such
Transfer Date, shall transfer from the Principal Funding
Account to the Trustee Collection Account to the credit of the
Finance Charge Collections Ledger the Principal Funding
Investment Proceeds on deposit in the Principal Funding
Account allocated to the Series 03-1 Investor Beneficiary and
for the purposes of calculation treated or referable to Class
A, but not in excess of the Class A Covered Amount, for
application as Class A Available Funds applied pursuant to
Clause 5.10(a);
(iv) An amount equal to any Principal Funding Investment Shortfall
will be deposited in the Finance Charge Collections Ledger and
included in Class A Available Funds on each Transfer Date from
the Reserve Account to the extent funds are available pursuant
to Clause 5.22(d).
(v) Any Excess Principal Funding Investment Proceeds shall be paid
to the Transferor Beneficiary on each Transfer Date whereupon
such amount shall cease to be Trust Property and shall be
owned by the Transferor Beneficiary absolutely.
(vi) Principal Funding Investment Proceeds (including reinvested
interest) shall not be considered part of the amounts on
deposit in the Principal Funding Account for purposes of the
calculation made pursuant to this Supplement.
5.21 DISTRIBUTION LEDGERS
(a) (i) The Receivables Trustee shall establish a ledger in the
Trustee Collection Account entitled "CLASS A DISTRIBUTION
LEDGER" and shall credit amounts payable to such ledger
pursuant to Clause 5.10(a)(ii) and Clause 5.10(a)(iii) and
Clause 5.11(b)(ii) and debit such amounts payable from such
ledger pursuant to Clause 5.11(c)(ii) and Clause
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5.12(a)(i) and generally operate such ledger in accordance
with the provisions of the Trust and Cash Management
Agreement.
(ii) All amounts credited to the Class A Distribution Ledger shall
be allocated to the Series 03-1 Investor Beneficiary for the
purposes of calculation treated as referable to Class A and
regarded as being segregated for the benefit of the Series
03-1 Investor Beneficiary in respect of Class A.
(iii) The Receivables Trustee at all times shall maintain accurate
records reflecting each transaction in the Class A
Distribution Ledger.
(b) (i) The Receivables Trustee shall establish a ledger in the
Trustee Collection Account entitled "CLASS B DISTRIBUTION
LEDGER" and shall credit amounts payable to such ledger
pursuant to Clause 5.10(b)(ii) and Clause 5.11(b)(iv) and
debit such amounts payable from such ledger pursuant to Clause
5.11(d)(ii) and Clause 5.12(a)(ii) and generally operate such
ledger in accordance with the provisions of the Trust and Cash
Management Agreement.
(ii) All amounts credited to the Class B Distribution Ledger shall
be allocated to the Series 03-1 Investor Beneficiary for the
purposes of calculation treated as referable to Class B and
regarded as being segregated for the benefit of the Series
03-1 Investor Beneficiary in respect of Class B.
(iii) The Receivables Trustee at all times shall maintain accurate
records reflecting each transaction in the Class B
Distribution Ledger.
(c) (i) The Receivables Trustee shall establish a ledger in the
Trustee Collection Account entitled "CLASS C DISTRIBUTION
LEDGER" and shall credit amounts payable to such ledger
pursuant to Clause 5.11(b)(vi), Clause 5.15(f) and Clause
5.19(a)(v)(B)(1) and debit such amounts payable from such
ledger pursuant to Clause 5.11(e)(ii) and Clause 5.12(a)(iii)
and generally operate such ledger in accordance with the
provisions of the Trust and Cash Management Agreement.
(ii) All amounts credited to the Class C Distribution Ledger shall
be allocated to the Series 03-1 Investor Beneficiary for the
purposes of calculation treated as referable to Class C and
regarded as being segregated for the benefit of the Series
03-1 Investor Beneficiary in respect of Class C.
(iii) The Receivables Trustee at all times shall maintain accurate
records reflecting each transaction in the Class C
Distribution Ledger.
5.22 RESERVE ACCOUNT
(a) (i) The Receivables Trustee shall establish and maintain with
a Qualified Institution, in the name of the Receivables
Trustee, for the benefit of
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the Series 03-1 Investor Beneficiary, by way of separate
trust, a Trust Account with such Qualified Institution (the
"RESERVE ACCOUNT"), bearing a designation clearly indicating
that the funds deposited therein are held on trust for the
benefit of the Series 03-1 Investor Beneficiary. All amounts
deposited in or withdrawn from the Reserve Account will for
the purposes of calculation be treated as referable to Class
A.
(ii) The Receivables Trustee, as trustee of the Receivables Trust,
shall possess all legal right, title and interest in all funds
on deposit from time to time in the Reserve Account and in all
proceeds thereof. The Reserve Account shall be a Trust Account
for the purposes of the Trust and Cash Management Agreement
and all amounts deposited therein and all investment earnings
thereon shall be allocated to the Series 03-1 Investor
Beneficiary and regarded as being segregated for the benefit
of Series 03-1 Investor Beneficiary.
(iii) If at any time the institution holding the Reserve Account
ceases to be a Qualified Institution, the Trust Cash Manager
shall notify the Receivables Trustee, and the Receivables
Trustee upon being notified shall, within 10 Business Days,
establish (or direct the Trust Cash Manager to establish) a
new Reserve Account meeting the conditions specified above
with a Qualified Institution, and shall transfer any cash or
any investments to such new Reserve Account.
(iv) The Receivables Trustee, acting on the advice of the Trust
Cash Manager, shall (i) make withdrawals from the Reserve
Account from time to time in an amount up to the Available
Reserve Account Amount at such time, for the purposes set out
in this Supplement, and (ii) on each Transfer Date (from and
after the Reserve Account Funding Date) prior to termination
of the Reserve Account make a deposit into the Reserve Account
in the amount specified in, and otherwise in accordance with,
Clause 5.15(j).
(v) The Receivables Trustee at all times shall maintain accurate
records reflecting each transaction in the Reserve Account and
in any sub-account established therein.
(b) (i) Funds on deposit in the Reserve Account shall be invested
acting on the advice of the Trust Cash Manager by the
Receivables Trustee in Permitted Investments. Funds on deposit
in the Reserve Account on any Transfer Date, after giving
effect to any withdrawals from the Reserve Account on such
Transfer Date, shall be invested in such investments that will
mature so that such funds will be available for withdrawal on
or prior to the following Transfer Date.
(ii) The Receivables Trustee shall ensure a Qualified Institution
maintains possession, on its behalf, of the negotiable
instruments or securities, if any, evidencing such Permitted
Investments. No Permitted Investment shall be disposed of
prior to its maturity.
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(iii) On each Transfer Date, interest and earnings (net of losses
and investment expenses) accrued since the preceding Transfer
Date on funds on deposit in the Reserve Account shall be
retained in the Reserve Account (to the extent that the
Available Reserve Account Amount is less than the Required
Reserve Amount) and the balance, if any, shall be deposited in
the Trustee Collection Account and credited to the Finance
Charge Collections Ledger for application as Class A Available
Funds on such Transfer Date.
(iv) For the purpose of determining the availability of funds or
the balance in the Reserve Account for any reason under this
Supplement, except as otherwise provided in the preceding
sentence, investment earnings on such funds shall be deemed
not to be available or on deposit.
(c) On or before each Transfer Date with respect to the Controlled
Accumulation Period prior to the payment in full of the Investor
Interest and on the first Transfer Date for the Regulated
Amortisation Period or the Rapid Amortisation Period the Receivables
Trustee shall calculate the "RESERVE DRAW AMOUNT" which shall be
equal to the Principal Funding Investment Shortfall with respect to
each Transfer Date with respect to the Controlled Accumulation
Period or the first Transfer Date for the earlier of the Regulated
Amortisation Period and the Rapid Amortisation Period PROVIDED,
HOWEVER, that such amount will be reduced to the extent that funds
otherwise would be available for deposit in the Reserve Account
under Clause 5.15(j) with respect to such Transfer Date.
(d) In the event that for any Transfer Date the Reserve Draw Amount is
greater than zero, the Reserve Draw Amount, up to the Available
Reserve Account Amount, shall be withdrawn from the Reserve Account
on such Transfer Date by the Receivables Trustee, acting in
accordance with the advice of the Trust Cash Manager, deposited in
the Trustee Collection Account and credited to the Finance Charge
Collections Ledger and included in Class A Available Funds for such
Transfer Date;
(e) In the event that the Reserve Account Surplus on any Transfer Date,
after giving effect to all deposits to and withdrawals from the
Reserve Account with respect to such Transfer Date, is greater than
zero, the Receivables Trustee, acting on the advice of the Trust
Cash Manager, shall withdraw from the Reserve Account, and pay to
the Series 03-1 Investor Beneficiary an amount equal to such Reserve
Account Surplus to be treated as an Excess Finance Charge Amount
referable to Series 03-1.
(f) Upon the earliest to occur of:
(i) the termination of the Receivables Trust pursuant to Clause
6.3 or Clause 8;
(ii) the first Transfer Date for the Regulated Amortisation Period
or the Rapid Amortisation Period; and
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(iii) the Transfer Date immediately preceding the Series 03-1
Termination Date,
the Receivables Trustee, acting on the advice of the Trust Cash
Manager, after the prior payment of all amounts due to the Series
03-1 Investor Beneficiary, that are payable from the Reserve Account
as provided herein, shall withdraw from the Reserve Account and pay
to the Series 03-1 Investor Beneficiary all remaining amounts, on
deposit in the Reserve Account which will then be treated as Excess
Finance Charge Amounts referable to Series 03-1 and the Reserve
Account shall be deemed to have terminated for the purposes of the
Series 03-1 Supplement.
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PART 6
MONTHLY STATEMENT TO SERIES 03-1
MONTHLY STATEMENT TO SERIES 03-1
On or before each Distribution Date, the Receivables Trustee shall forward to
the Series 03-1 Investor Beneficiary and each Rating Agency a statement
substantially in the form of Exhibit B to the Schedule prepared by the Servicer,
delivered to the Receivables Trustee and setting forth, among other things, the
following information:
(i) the total amount distributed;
(ii) the amount of such distribution allocable to the Class A Monthly Principal
Amount, Class B Monthly Principal Amount and Class C Monthly Principal
Amount, respectively;
(iii) the amount of such distribution allocable to Class A Trustee Payment, MTN
Issuer Costs Amount, Class A Monthly Finance Amount, Class A Deficiency
Amounts, Class A Additional Finance Amount, Class B Trustee Payment, Class
B Monthly Finance Amount, Class B Deficiency Amounts, Class B Additional
Finance Amount, Class C Trustee Payment, Class C Monthly Finance Amount,
Class C Deficiency Amounts, Class C Additional Finance Amount
respectively;
(iv) the amount of Principal Collections processed during the related Monthly
Period and allocated to the Series 03-1 Investor Beneficiary Interest and
for the purposes of calculation treated as referable to Class A, Class B
and Class C, respectively;
(v) the amount of Finance Charge Collections processed during the related
Monthly Period and allocated to the Series 03-1 Investor Beneficiary
Interest and for the purposes of calculation treated as referable to Class
A, Class B and Class C, respectively;
(vi) the amount of Acquired Interchange allocable to Series 03-1 deposited in
the Trustee Collection Account in respect of the related Monthly Period;
(vii) the aggregate amount of Principal Receivables, the Investor Interest, the
Adjusted Investor Interest, the Class A Investor Interest, the Class A
Adjusted Investor Interest, the Class B Investor Interest, the Class B
Adjusted Investor Interest, the Class C Investor Interest, the Class C
Adjusted Investor Interest, the Floating Investor Percentage, the Class A
Floating Allocation, the Class B Floating Allocation, the Class C Floating
Allocation and the Fixed Investor Percentage, Class A Fixed Allocation,
the Class B Fixed Allocation and the Class C Fixed Allocation with respect
to the Principal Receivables in the Receivables Trust as of the end of the
day on the Record Date;
(viii)the aggregate outstanding balance of Accounts which were 30 to 59, 60 to
89, 90 to 119, 120 to 149 and 150 or more days delinquent as of the end of
the day on the Record Date;
(ix) the Aggregate Investor Default Amount, the Class A Investor Default
Amount, the Class B Investor Default Amount and the Class C Investor
Default Amount for the related Monthly Period;
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(x) the aggregate amount of Class A Investor Charge-Offs, Class B Investor
Charge-Offs and Class C Investor Charge-Offs for the related Monthly
Period;
(xi) the aggregate amount of Class A Investor Charge-Offs, Class B Investor
Charge-Offs and Class C Investor Charge-Offs reimbursed on the Transfer
Date immediately preceding such Distribution Date;
(xii) the amount of (1) the Class A Servicing Fee and Class A Cash Management
Fee; (2) the Class B Servicing Fee and Class B Cash Management Fee; and
(3) the Class C Servicing Fee and Class C Cash Management Fee, in each
case for the related Monthly Period;
(xiii) the Portfolio Yield for the preceding Monthly Period;
(xiv) the amount of Reallocated Class C Principal Collections and Reallocated
Class B Principal Collections with respect to such Distribution Date;
(xv) the Available Spread Account Amount and the Required Spread Account
Amount as of the close of business on the Transfer Date immediately
preceding such Distribution Date;
(xvi) the Principal Funding Account Balance as of the close of business on the
Transfer Date immediately preceding such Distribution Date and as such
amount allocated to the Series 03-1 Investor Beneficiary Interest and for
the purposes of calculation treated as referable to Class A, Class B and
Class C;
(xvii) the Controlled Accumulation Shortfall;
(xviii)the Principal Funding Investment Proceeds transferred to the Finance
Charge Collections Ledger on the related Transfer Date;
(xix) the Principal Funding Investment Shortfall on the related Transfer Date;
(xx) the amount of Class A Available Funds, Class B Available Funds and Class
C Available Funds credited to the Finance Charge Collections Ledger on
the related Transfer Date; and
(xxi) such other items as are set out in Exhibit B to this Schedule.
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PART 7
SERIES 03-1 PAY OUT EVENTS
SERIES 03-1 PAY OUT EVENTS
For the purposes of Clause 6.2 of the Trust and Cash Management Agreement, if
any one of the following events shall occur with respect to Series 03-1:
(a) failure on the part of the Transferor (i) to make any payment or deposit
required by the terms of the RSA, on or before the date occurring five
Business Days after the date such payment or deposit is required to be
made herein or (ii) duly to observe or perform in any material respect any
covenants or agreements of the Transferor set out in the RSA or the Series
03-1 Supplement, which failure has a Material Adverse Effect on the
interests of the Series 03-1 Investor Beneficiary in respect of Series
03-1 and which continues unremedied for a period of 60 days after the date
on which written notice of such failure, requiring the same to be
remedied, shall have been given to the Transferor by the Receivables
Trustee, or to the Transferor and the Receivables Trustee by the Investor
Beneficiary acting on instructions of holders of Related Debt representing
in aggregate not less than 50% of the aggregate principal amount
outstanding of Related Debt then in issue and outstanding in respect of
Series 03-1, and which unremedied continues during such 60 day period to
have a Material Adverse Effect on the interests of the Investor
Beneficiary (in respect of Series 03-1) for such period;
(b) any representation or warranty made by the Transferor in the RSA or the
Series 03-1 Supplement, or any information contained in a computer file or
microfiche list required to be delivered by the Transferor pursuant to the
RSA, (i) shall prove to have been incorrect in any material respect when
made or when delivered, which continues to be incorrect in any material
respect for a period of 60 days after the date on which written notice of
such failure, requiring the same to be remedied, shall have been given to
the Transferor by the Receivables Trustee, or to the Transferor and the
Receivables Trustee by the MTN Issuer acting on the instructions of
holders of not less than 50% of the aggregate principal amount outstanding
of Related Debt then in issue and outstanding in respect of Series 03-1,
and (ii) as a result of which there is a Material Adverse Effect on the
interests of the MTN Issuer (in respect of Series 03-1) and which
unremedied continues during such 60 day period to have a Material Adverse
Effect for such period; PROVIDED, HOWEVER, that a Series 03-1 Pay Out
Event pursuant to this paragraph (b) of Part 7 of the Series 03-1
Supplement shall not be deemed to have occurred hereunder if the
Transferor has complied with its obligations pursuant to Clause 11 of the
RSA, in respect of the related Receivable, or all of such Receivables, if
applicable, during such period in accordance with the provisions of the
RSA;
(c) the average Portfolio Yield for any three consecutive Monthly Periods is
less than the average Expense Rate for such period or with respect to the
period from the Closing Date to the end of the third monthly period from
the Closing Date, the average Portfolio Yield is less than the average
Expense Rate for that period;
94
(d) either:
(i) over any period of thirty consecutive days the amount of the
Transferor Interest averaged over that period is less than the
Minimum Transferor Interest for that period and the Transferor
Interest does not increase on or before the tenth Business Day
following such thirty day period to an amount such that the average
of the Transferor Interest as a percentage of the Average Principal
Receivables for such thirty day period, computed by assuming that
the amount of the increase of the Transferor Interest prior to or
including the last day of such ten Business Day period, as compared
to the Transferor Interest on the last day of such thirty day period
shall be deemed to have existed in the Receivables Trust during each
day of such thirty day period, is at least equal to the Minimum
Transferor Interest; or
(ii) on any Record Date the aggregate amount of Eligible Receivables is
less than the Minimum Aggregate Principal Receivables (as adjusted
for any Series having a Companion Series as described in the
Supplement for such Series), and the aggregate amount of Eligible
Receivables fails to increase to an amount equal to or greater than
the Minimum Aggregate Principal Receivables on or before the tenth
Business Day following such Record Date;
(e) any Servicer Default or Trust Cash Manager Default shall occur which would
have a Material Adverse Effect on the MTN Issuer (in respect of Series
03-1);
(f) the Investor Interest shall not be reduced to zero on the Series 03-1
Scheduled Redemption Date;
(g) an early termination, without replacement, of any Swap Agreement shall
occur; or
(h) the MTN Issuer has or will become obligated to deduct or withhold amounts
from payments to be made in respect of the Related Debt on any
Distribution Date, for or on account of any tax assessment or other
governmental charge by any jurisdiction as a result of any change in the
laws of such jurisdiction or any political subdivision or taxing authority
thereof which change becomes effective on or after the Closing Date
then, in the case of any event described in paragraphs (a), (b) or (e) above
after the applicable grace period set out in such subparagraphs (if any), either
the Receivables Trustee or the Investor Beneficiary by notice then given in
writing to the Transferor, the Trust Cash Manager and the Servicer (and to the
Receivables Trustee if given by the Investor Beneficiary) may declare that a pay
out event (a, "SERIES 03-1 PAY OUT EVENT") has occurred as of the date of such
notice, and in the case of any event described in paragraphs (c), (d), (f), (g)
or (h) above, a Series 03-1 Pay Out Event shall occur without any notice or
other action on the part of the Receivables Trustee or the MTN Issuer
immediately upon the occurrence of such event.
A Series Pay Out Event which occurs in respect of paragraphs (c) or (d) is a
"REGULATED AMORTISATION TRIGGER EVENT" for Series 03-1.
95
EXHIBITS TO THE SCHEDULE
EXHIBIT A-1 FORM OF CERTIFICATE
GRACECHURCH RECEIVABLES TRUSTEE LIMITED
(INCORPORATED IN JERSEY WITH REGISTERED NUMBER 75210)
[THIS CERTIFICATE SHALL BE AUTHENTICATED AND RETAINED
OUTSIDE THE UNITED KINGDOM]
RECEIVABLES TRUST
CERTIFICATE
SERIES 03-1
Evidencing an undivided interest and other interests in the trust constituted by
the Declaration of Trust and Trust Cash Management Agreement dated 23 November
1999 between Gracechurch Receivables Trustee Limited and Barclays Bank PLC (the
"TRUST AND CASH MANAGEMENT AGREEMENT") and supplemented by the Series 03-1
Supplement dated [*] 2003 to the Trust and Cash Management Agreement (the
"SUPPLEMENT")
NOT AN INTEREST IN OR OBLIGATION OF BARCLAYS BANK PLC OR
ANY AFFILIATE THEREOF.
This Certificate certifies that upon execution and authentication of this
Certificate in accordance with Clause 4 of the Trust and Cash Management
Agreement, Barclaycard Funding PLC, as holder of the Certificate became a
Beneficiary of the Receivables Trust and as such is beneficially entitled to
Trust Property in the amount and in the manner set out in the Trust and Cash
Management Agreement as supplemented by the Supplement.
Terms defined in the Master Definitions Schedule dated 23 November 1999 as
amended and restated on 24 October 2002 and in the Supplement shall have the
same meaning in this Certificate.
PLEASE NOTE THE FOLLOWING:
1. The Certificate is in registered form and evidences the beneficial
entitlement of Barclaycard Funding PLC in the Receivables Trust.
2. No transfer of this Certificate or Disposal of the beneficial entitlement
of Barclaycard Funding PLC in the Receivables Trust shall be permitted
except in accordance with Clauses 3.7(a)(iii) and 4.2(a)(ii) of the Trust
and Cash Management Agreement.
3. The entries in the Trust Certificate Register shall be conclusive in the
absence of manifest error and the Trust Cash Manager and the Receivables
Trustee shall be entitled to treat Barclaycard Funding PLC (as the Person
in whose name this Certificate is registered) as the owner hereof and the
Person beneficially entitled to Trust Property as a consequence thereof.
96
4. Unless the Certificate of Authentication hereon has been executed by or on
behalf of the Receivables Trustee by manual signature, Barclaycard Funding
PLC shall not become beneficially entitled to Trust Property pursuant to
an Acquisition as the holder of this Certificate and shall not be
registered in the Trust Certificate Register as holder of this
Certificate.
IN WITNESS WHEREOF, Barclays Bank PLC has executed this Certificate as a deed.
BARCLAYS BANK PLC
By:
Name:
Title:
Date: [*]
CERTIFICATE OF AUTHENTICATION
This is the Certificate referred to in the above mentioned Trust and Cash
Management Agreement and Supplement.
GRACECHURCH RECEIVABLES TRUSTEE LIMITED
By:
Name:
Title:
Date: [*]
97
EXHIBIT A FORM OF MONTHLY STATEMENT
FORM OF MONTHLY STATEMENT
SERIES 03-1
BARCLAYS BANK PLC
AS TRUST CASH MANAGER
__________________________________
RECEIVABLES TRUST
MONTHLY PERIOD ENDING
_________________________________
Capitalised terms used in this Statement have their respective meanings set out
in the Trust and Cash Management Agreement dated 23 November 1999 as
supplemented by the Series 03-1 Supplement dated [*] 2003.
A. INFORMATION REGARDING THE CURRENT MONTHLY DISTRIBUTION
1. The total distribution in respect of Class A Monthly Principal Amount
{pound-sterling}___________
2. The total distribution in respect of Class B Monthly Principal Amount
{pound-sterling}___________
3. The total distribution in respect of Class C Monthly Principal Amount
{pound-sterling}___________
4. The total amount of distribution from the Class A Distribution Ledger (deposited pursuant to
Clause 5.10(a)(iii) {pound-sterling}___________
5. The total amount of distribution from the Class B Distribution Ledger (deposited pursuant to
Clause 5.10(b)(ii)) {pound-sterling}___________
6. The total amount of distribution from the Class C Distribution Ledger (deposited pursuant to
Clause 5.15(f)) {pound-sterling}___________
7. The total amount of distribution in respect of the Class A Trustee Payment Amount for the related
Monthly Period {pound-sterling}___________
8. The total amount of distribution in respect of any Class A Trustee Payment Amount remaining unpaid
in respect of prior Monthly Periods {pound-sterling}___________
98
9. The total amount of distribution in respect of the Class B Trustee Payment Amount for the related{pound-sterling}___________
Monthly Period
10. The total amount of distribution in respect of any Class B Trustee Payment Amount remaining unpaid{pound-sterling}___________
in respect of prior Monthly Periods
11. The total amount of distribution in respect of the Class C Trustee Payment Amount for the related{pound-sterling}___________
Monthly Period
12. The total amount of distribution in respect of any Class C Trustee Payment Amount remaining unpaid{pound-sterling}___________
in respect of prior Monthly Periods
13. The total amount of distribution in respect of the MTN Issuer Costs Amount for the related Monthly{pound-sterling}___________
Period
B. INFORMATION REGARDING THE CURRENT MONTHLY DISTRIBUTION FOR DISTRIBUTION
DATES DURING [THE REVOLVING PERIOD, THE CONTROLLED ACCUMULATION PERIOD AND
REGULATED AMORTISATION PERIOD ONLY]
1. The amount of the distribution in respect of the Class A Monthly Finance Amount {pound-sterling}___________
2. The amount of the distribution in respect of the Class B Monthly Finance Amount {pound-sterling}___________
3. The amount of the distribution in respect of the Class C Monthly Finance Amount {pound-sterling}___________
C. INFORMATION REGARDING THE PERFORMANCE OF THE RECEIVABLES TRUST
1. PRINCIPAL COLLECTIONS
(a) The aggregate amount of Principal Collections processed during the {pound-sterling}___________
related Monthly Period which were allocable in respect of Class A
(b) The aggregate amount of Principal Collections processed during the {pound-sterling}___________
related Monthly Period which were allocable in respect of Class B
(c) The aggregate amount of Principal Collections processed during the {pound-sterling}___________
related Monthly Period which were allocable in respect of Class C
99
2. PRINCIPAL RECEIVABLES IN THE RECEIVABLES TRUST
(a) The aggregate amount of Principal Receivables which are Eligible Receivables in the
Receivables Trust as of the end of the day on the last day of the related Monthly Period {pound-sterling}___________
(the last day of the month)
(b) The amount of Principal Receivables which are Eligible Receivables in the Receivables Trust
represented by the Investor Interest of Series 03-1 as of the last day of the related {pound-sterling}___________
Monthly Period (the last day of the month)
(c) The amount of Principal Receivables which are Eligible Receivables in the Receivables Trust
represented by the Adjusted Investor Interest of Series 03-1 as of the last day of the {pound-sterling}___________
related Monthly Period (the last day of the month)
(d) The amount of Principal Receivables which are Eligible Receivables in the Receivables Trust
represented by the Class A Investor Interest as of the last day of the related Monthly {pound-sterling}___________
Period (the last day of the month)
(e) The amount of Principal Receivables which are Eligible Receivables in the Receivables Trust
represented by the Class A Adjusted Investor Interest as of the last day of the related {pound-sterling}___________
Monthly Period (the last day of the month)
(f) The amount of Principal Receivables which are Eligible Receivables in the Receivables Trust
represented by the Class B Investor Interest as of the last day of the related Monthly {pound-sterling}___________
Period (the last day of the month)
(g) The amount of Principal Receivables which are Eligible Receivables in the Receivables Trust
represented by the Class B Adjusted Investor Interest as of the last day of the related {pound-sterling}___________
Monthly Period (the last day of the month)
100
(h) The amount of Principal Receivables which are Eligible Receivables in the Receivables Trust {pound-sterling}___________
represented by the Class C Investor Interest as of the last day of the related Monthly
Period (the last day of the month)
(i) The amount of Principal Receivables which are Eligible Receivables in the Receivables Trust {pound-sterling}___________
represented by the Class C Adjusted Investor Interest as of the last day of the related
Monthly Period (the last day of the month)
(j) The Floating Investor Percentage with respect to the related Monthly Period ________%
(k) The Class A Floating Allocation with respect to the related Monthly Period ________%
(l) The Class B Floating Allocation with respect to the related Monthly Period ________%
(m) The Class C Floating Allocation with respect to the related Monthly Period ________%
(n) The Fixed Investor Percentage with respect to the related Monthly Period ________%
(o) The Class A Fixed Allocation with respect to the related Monthly Period ________%
(p) The Class B Fixed Allocation with respect to the related Monthly Period ________%
(q) The Class C Fixed Allocation with respect to the related Monthly Period ________%
101
3. DELINQUENT BALANCES
The aggregate amount of outstanding balances in the Accounts which were
delinquent as of the end of the day on the last day of the related
Monthly Period:
Aggregate Percentage
Account Of Total
Balance Receivables in Trust
(a) 30 - 59 days: {pound-sterling}________ ________%
(b) 60 - 89 days: {pound-sterling}________ ________%
(c) 90 - 119 days: {pound-sterling}________ ________%
(d) 120 - 149 days: {pound-sterling}________ ________%
(e) 150 - or more days {pound-sterling}________ ________%
Total {pound-sterling}________ ________%
4. INVESTOR DEFAULT AMOUNT
(a) The Aggregate Investor Default Amount for the related Monthly Period {pound-sterling}___________
(b) The Class A Investor Default Amount for the related Monthly Period {pound-sterling}___________
(c) The Class B Investor Default Amount for the related Monthly Period {pound-sterling}___________
(d) The Class C Investor Default Amount for the related Monthly Period {pound-sterling}___________
5. INVESTOR CHARGE-OFFS {pound-sterling}___________
(a) The aggregate amount of Class A Investor Charge-Offs for the
related Monthly Period {pound-sterling}___________
(b) The aggregate amount of Class B Investor Charge-Offs for the related Monthly period {pound-sterling}___________
(c) The aggregate amount of Class C Investor Charge-Offs for the related Monthly period {pound-sterling}___________
(d) The aggregate amount of Class A Investor Charge-Offs reinstated on the related Transfer {pound-sterling}___________
Date
(e) The aggregate amount of Class B Investor Charge-Offs reinstated on the related Transfer {pound-sterling}___________
Date
(f) The aggregate amount of Class C Investor Charge-Offs reinstated on the related Transfer {pound-sterling}___________
Date
6. INVESTOR SERVICING FEE
(a) The amount of the Class A Servicing Fee payable to the Servicer for the related Monthly {pound-sterling}___________
Period
102
(b) The amount of the Class B Servicing Fee payable to the Servicer for the related Monthly {pound-sterling}___________
Period
(c) The amount of the Class C Servicing Fee payable to the Servicer for the related Monthly {pound-sterling}___________
Period
7. INVESTOR CASH MANAGEMENT FEE
(a) The amount of the Class A Cash Management Fee payable by the Receivables Trustee to the {pound-sterling}___________
Trust Cash Manager for the related Monthly Period
(b) The amount of the Class B Cash Management Fee payable by the Receivables Trustee to the {pound-sterling}___________
Trust Cash Manager for the related Monthly Period
(c) The amount of the Class C Cash Management Fee payable by the Receivables Trustee to the {pound-sterling}___________
Trust Cash Manager for the related Monthly Period
8. REALLOCATIONS
The amount of Reallocated Class C Principal Collections with respect to the related Transfer Date {pound-sterling}___________
The amount of Reallocated Class B Principal Collections with respect to the related Transfer Date {pound-sterling}___________
9. AVAILABLE SPREAD ACCOUNT AMOUNT
The amount available to be withdrawn from the Spread Account as of the close of [{pound-sterling}___________
business on [ ] (the "TRANSFER DATE"), after giving effect to all withdrawals, deposits
and payments to be made in respect of the related Monthly Period
10. REQUIRED SPREAD ACCOUNT AMOUNT
On the Transfer Date referred to in 9 above {pound-sterling}___________
11. PRINCIPAL FUNDING ACCOUNT
(a) The Principal amount on deposit in the Principal Funding Account on the related Transfer {pound-sterling}___________
Date
103
(b) The Controlled Accumulation Shortfall with respect to the related Monthly Period pound-sterling}___________
(c) The Principal Funding Investment Proceeds credited to the Finance Charge Collections Ledger pound-sterling}___________
on the related Transfer Date
(d) The Principal Funding Investment Proceeds credited to the Finance Charge Collections Ledger pound-sterling}___________
on the related Transfer Date allocated to the Series 03-1 Investor Beneficiary and for the
purposes of calculation treated as referable to Class A
(e) The Principal Funding Investment Proceeds credited to the Finance Charge Collections Ledger pound-sterling}___________
on the related Transfer Date allocated to the Series 03-1 Investor Beneficiary and for the
purposes of calculation treated as referable to Class B
(f) The Principal Funding Investment Proceeds credited to the Finance Charge Collections Ledger pound-sterling}___________
on the related Transfer Date allocated to the Series 03-1 Investor Beneficiary and for the
purposes of calculation treated as referable to Class C
(g) The Principal Funding Investment Shortfall transferred to the Finance Charge Collections pound-sterling}___________
Ledger on the related Transfer Date
12. AVAILABLE FUNDS
(a) The amount of Class A Available Funds credited to the Finance Charge Collections Ledger on {pound-sterling}___________
the related Transfer Date
(b) The amount of Class B Available Funds credited to the Finance Charge Collections Ledger on {pound-sterling}___________
the related Transfer Date
(c) The amount of Class C Available Funds credited to the Finance Charge Collections Ledger on {pound-sterling}___________
the related Transfer Date
104
13. COLLECTIONS OF FINANCE CHARGE RECEIVABLES
(a) The aggregate amount of Finance Charge Collections processed during the related Monthly {pound-sterling}___________
Period which were allocated to the Series 03-1 Investor Beneficiary and for the purposes of
calculation treated as referable to Class A
(b) The aggregate amount of Finance Charge Collections processed during the related Monthly {pound-sterling}___________
Period which were allocated to the Series 03-1 Investor Beneficiary and for the purposes of
calculation treated as referable to Class B
(c) The aggregate amount of Finance Charge Collections processed during the related Monthly {pound-sterling}___________
Period which were allocated to the Series 03-1 Investor Beneficiary and for the purposes of
calculation treated as referable to Class C
14. ACQUIRED INTERCHANGE
(a) The aggregate amount of Acquired Interchange allocable to Series 03-1 for the related {pound-sterling}___________
Monthly Period
(b) The aggregate amount of Acquired Interchange allocated to the Series 03-1 Investor {pound-sterling}___________
Beneficiary and for the purposes of calculation treated as referable to Class A the related
Monthly Period
(c) The aggregate amount of Acquired Interchange allocated to the Series 03-1 Investor {pound-sterling}___________
Beneficiary and for the purposes of calculation treated as referable to Class B the related
Monthly Period
(d) The aggregate amount of Acquired Interchange allocated to the Series 03-1 Investor {pound-sterling}___________
Beneficiary and for the purposes of calculation treated as referable to Class C for the
related Monthly Period
15. PORTFOLIO YIELD
(a) The Portfolio Yield for the Related Monthly Period ___________%
105
(b) The Portfolio Adjusted Yield ___________%
BARCLAYS BANK PLC,
Trust Cash Manager
By: _________________
Name:
Title:
106
EXHIBIT B FORM OF MONTHLY PAYMENT ADVICE AND NOTIFICATION TO THE RECEIVABLES
TRUSTEE
RECEIVABLES TRUST SERIES 03-1
Capitalised terms used in this certificate have their respective meanings set
out in the Master Definitions Schedule and in the Trust and Cash Management
Agreement PROVIDED, HOWEVER, that the "preceding Monthly Period" shall mean the
Monthly Period immediately preceding the calendar month in which this notice is
delivered. References herein to certain Clauses and paragraphs are references
to the respective Clauses and paragraphs of the Trust and Cash Management
Agreement. This certificate is delivered pursuant to Clause 5.10, Clause 5.11,
Clause 5.12 and Clause 5.20(a)(iv) of the Trust and Cash Management Agreement
as supplemented by the Series 03-1 Supplement.
(A) Barclays Bank PLC is the Trust Cash Manager under the Trust and Cash
Management Agreement.
(B) The undersigned is an Authorised Officer.
(C) The date of this notice is a date on or before a Transfer Date under the
Trust and Cash Management Agreement.
I. ADVICE TO MAKE A WITHDRAWAL
A. FROM AMOUNTS CREDITED TO THE FINANCE CHARGE COLLECTIONS LEDGER
Pursuant to Clause 5.10, the Trust Cash Manager hereby advises the
Receivables Trustee (i) to make a withdrawal from amounts credited to the
Finance Charge Collections Ledger in the Trustee Collection Account on [
], which date is a Transfer Date under the Trust and Cash Management
Agreement, in an aggregate amount set out below in respect of the
following amounts and (ii) to apply the proceeds of such withdrawal in
accordance with Clause 5.10.
1. Pursuant to Clause 5.10(a)(i):
(i) Class A Trustee Payment {pound-sterling}___________
(ii) accrued and unpaid Class A Trustee Payment {pound-sterling}___________
2. Pursuant to Clause 5.10(a)(ii):
(i) MTN Issuer Costs Amount {pound-sterling}___________
3. Pursuant to Clause 5.10(a)(iii):
(i) Class A Monthly Finance Amount {pound-sterling}___________
107
(ii) Class A Deficiency Amount {pound-sterling}___________
(iii) Class A Additional Finance Amount {pound-sterling}___________
4. Pursuant to Clause 5.10(a)(iv):
(i) Class A Servicing Fee {pound-sterling}___________
(ii) Class A Cash Management Fee {pound-sterling}___________
(iii) accrued and unpaid Class A Servicing Fee {pound-sterling}___________
(iv) accrued and unpaid Class A Cash Management Fee {pound-sterling}___________
5. Pursuant to Clause 5.10(a)(v):
Class A Investor Default Amount {pound-sterling}___________
6. Pursuant to Clause 5.10(a)(vi):
Portion of Excess Spread from Class A Available Funds to be allocated and distributed as
set out in Clause 5.15 {pound-sterling}___________
7. Pursuant to Clause 5.10(b)(i):
(v) Class B Trustee Payment {pound-sterling}___________
(vi) accrued and unpaid Class B Trustee Payment {pound-sterling}___________
8. Pursuant to Clause 5.10(b)(ii):
(i) Class B Monthly Finance Amount {pound-sterling}___________
(ii) Class B Deficiency Amount {pound-sterling}___________
(iii) Class B Additional Finance Amount {pound-sterling}___________
9. Pursuant to Clause 5.10(b)(iii):
(v) Class B Servicing Fee {pound-sterling}___________
(vi) Class B Cash Management Fee {pound-sterling}___________
(iii) accrued and unpaid Class B Servicing Fee {pound-sterling}___________
(iv) accrued and unpaid Class B Cash Management Fee {pound-sterling}___________
10. Pursuant to Clause 5.10(b)(iv):
(i) portion of Excess Spread from Class B Available Funds to be allocated and {pound-sterling}___________
distributed as set out in Clause 5.15
108
11. (i) Pursuant to Clause 5.10(c)(i):
(i) Class C Trustee Payment {pound-sterling}___________
(ii) accrued and unpaid Class C Trustee Payment {pound-sterling}___________
12. Pursuant to Clause 5.10(c)(ii):
(i) Class C Servicing Fee {pound-sterling}___________
(ii) Class C Cash Management Fee {pound-sterling}___________
(iii) Accrued and unpaid Class C Servicing Fee {pound-sterling}___________
(iv) Accrued and unpaid Class C Cash Management Fee {pound-sterling}___________
13. Pursuant to Clause 5.10(c)(iii):
(i) Portion of Excess Spread from Class C Available Funds to be allocated and distributed {pound-sterling}___________
as set out in Clause 5.15
B. FROM AMOUNTS CREDITED TO THE PRINCIPAL COLLECTIONS LEDGER
Pursuant to Clause 5.11 the Trust Cash Manager hereby advises the Receivables
Trustee (i) to make a withdrawal from amounts credited to the Principal
Collections Ledger in the Trustee Collection Account on [ ], which is a Transfer
Date under the Trust and Cash Management Agreement, in an aggregate amount set
out below in respect of the following amounts and (ii) to apply the proceeds of
such withdrawal in accordance with Clause 5.11.
1. Pursuant to Clause 5.11(a)(i);
(i) Amount to be treated as Shared Principal Collections
{pound-sterling}___________
2. Pursuant to Clause 5.11(a)(ii);
(i) Amount remaining from preceding Monthly Period to be treated as Investor Cash Available for
Acquisition {pound-sterling}___________
3. Pursuant to Clause 5.11(b)(i) or 5.11(b)(ii):
(i) Class A Monthly Principal Amount
{pound-sterling}___________
109
4. Pursuant to Clause 5.11(b)(iii) or 5.11(b)(iv):
(ii) Class B Monthly Principal Amount {pound-sterling}___________
5. Pursuant to Clause 5.11(b)(v) or 5.11(b)(vi):
(i) Class C Monthly Principal Amount {pound-sterling}___________
6. Pursuant to Clause 5.11(b)(vii) or 5.11(viii)):
(i) Amount to be treated as Shared Principal Collections {pound-sterling}___________
7. Pursuant to Clause 5.11(b)(ix):
(i) Amount remaining from preceding Monthly Period to be treated as Investor Cash Available for{pound-sterling}___________
Acquisition
(ii) Amount to be paid to the Transferor Beneficiary {pound-sterling}___________
(iii) Unavailable Transferor Principal Collections {pound-sterling}___________
C. FROM AMOUNTS CREDITED TO THE SPREAD ACCOUNT PURSUANT TO CLAUSE 5.19(A)(IV)
(B)(1)
The Trust Cash Manager hereby advises the Receivables Trustee to make a
withdrawal from amounts credited to the Spread Account on [ ] which date
is a Transfer Date under the Trust and Cash Management Agreement, in an
aggregate amount as set out in paragraph 3 below and shall deposit such
amount in the Trustee Collection Account to the credit of the Finance
Charge Collections Ledger:
1. The Investor Percentage of Finance Charge Collections and Acquired {pound-sterling}___________
Interchange allocable to Series03-1 credited to the Finance Charge Collections
Ledger for the preceding Monthly Period;
2. The sum of (i) the Class A Monthly Required Expense Amount plus (ii) {pound-sterling}___________
the Class B Monthly Required Expense Amount plus (iii) the Class C Monthly
Required Expense Amount plus (iv) the Investor Servicing Fee for the
preceding Monthly Period plus (v) the Investor Cash Management Fee for the
preceding Monthly Period plus (iv) the Aggregate Investor Default Amount,
if any, for the preceding Monthly Period
3. The excess, if any of 2. over 1. (the "TOTAL WITHDRAWAL AMOUNT") {pound-sterling}___________
110
D. FROM AMOUNTS CREDITED TO THE PRINCIPAL FUNDING ACCOUNT
The Trust Cash Manager hereby advises the Receivables Trustee (i) to make
a withdrawal of {pound-sterling}[{circle}] from amounts credited to the
Principal Funding Account on [ ] which date is a Distribution Date
under the Trust and Cash Management Agreement, and (ii) to apply the
proceeds of such withdrawal in accordance with Clause 5.11(c)(i), Clause
5.11(d)(i) and Clause 5.11(e)(i) by depositing such amount into the
Series 03-1 Distribution Account.
E. FROM AMOUNTS CREDITED TO THE CLASS A DISTRIBUTION LEDGER
The Trust Cash Manager hereby advises the Receivables Trustee (i) to make
a withdrawal from amounts credited to the Class A Distribution Ledger on
[ ] which date is a Distribution Date under the Trust and Cash
Management Agreement, in the amount as set out below in respect of the
following amounts and (ii) to apply the proceeds of such withdrawal in
accordance with the following Clauses:
1. Pursuant to Clause 5.11(c)(ii):
(i) Amount to be deposited into the Series 03-1 Distribution Account {pound-sterling}___________
identified for the Series 03-1 Investor Beneficiary and for the
purposes of calculation treated as referable to Class A
2. Pursuant to Clause 5.12(a)(i):
(i) Amount to be deposited into the {pound-sterling}___________
Series 03-1 Distribution Account identified for the Series 03-1
Investor Beneficiary and for the purposes of calculation treated as
referable to Class A
F. FROM AMOUNTS CREDITED TO THE CLASS B DISTRIBUTION LEDGER
The Trust Cash Manager hereby instructs the Receivables Trustee (i) to
make a withdrawal from amounts credited to the Class B Distribution
Ledger on [ ] which date is a Distribution Date under the Trust
and Cash Management Agreement, in the amount as set out below in respect
of the following amount and (ii) apply the proceeds of such withdrawal in
accordance with the following Clauses:
1. Pursuant to Clause 5.11(d):
(i) Amount to be deposited into the Series 03-1 Distribution Account {pound-sterling}___________
identified for the Series 03-1 Investor Beneficiary and for the
purposes of calculation treated as referable to Class B
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2. Pursuant to Clause 5.12(a)(ii):
(i) Amount to be deposited into the Series 03-1 Distribution Account {pound-sterling}___________
identified for the Series 03-1 Investor Beneficiary and for the
purposes of calculation treated as referable to Class B
G. FROM AMOUNTS CREDITED TO THE CLASS C DISTRIBUTION LEDGER
The Trust Cash Manager hereby advises the Receivables Trustee (i) to make
a withdrawal from amounts credited to the Class C Distribution Ledger on
[ ] which date is a Distribution Date under the Trust and Cash
Management Agreement, in the amount as set out below in respect of the
following amount and (ii) apply the proceeds of such withdrawal in
accordance with the following Clauses:
1. Pursuant to Clause 5.11(e):
(i) Amount to be deposited into the Series 03-1 Distribution Account {pound-sterling}___________
identified for the Series 03-1 Investor Beneficiary and for the
purposes of calculation treated as referable to Class C
2. Pursuant to Clause 5.12(a)(iii):
(i) Amount to be deposited into the Series 03-1 Distribution Account {pound-sterling}___________
identified for the Series 03-1 Investor Beneficiary and for the
purposes of calculation treated as referable to Class C
II APPLICATION
Pursuant to Clause 5.15, the Trust Cash Manager hereby advises the
Receivables Trustee to apply the Excess Spread with regard to the related
Monthly Period to make the following distributions in the following
priority:
(a) an amount equal to the Class A Required Amount, if any, with respect to such Transfer Date {pound-sterling}___________
will be used to fund the Class A Required Amount and be allocated and applied in
accordance with, and in the priority set out in Clause 5.10(a);
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(b) an amount equal to the aggregate amount of Class A Investor Charge-Offs which have not been {pound-sterling}___________
previously reinstated will be utilised to reinstate the Class A Investor Interest and be
treated as a portion of Investor Principal Collections and credited to the Principal
Collections Ledger on such Transfer Date;
(c) an amount equal to the Class B Required Amount, if any, with respect to such Transfer Date {pound-sterling}___________
will be used to fund the Class B Required Amount and be allocated and applied first in
accordance with, and in the priority set out in, Clause 5.10(b) and then any amount
available to pay the Class B Investor Default Amount shall be allocated to the Series 03-1
Investor Beneficiary and for the purposes of calculation treated as referable to Class B
and treated as a portion of Investor Principal Collections allocated to the Series 03-1
Investor Beneficiary Interest and for the purposes of calculation treated as referable to
Class B and credited to the Principal Collections Ledger on such Transfer Date;
(d) an amount equal to the aggregate amount by which the Class B Investor Interest has been {pound-sterling}___________
reduced below the Class B Initial Investor Interest for reasons other than the payment of
principal amounts to the Series 03-1 Investor Beneficiary and for the purposes of
calculation treated as referable to Class B (but not in excess of the aggregate amount of
such reductions which have not been previously reinstated) will be utilised to reinstate
the Class B Investor Interest and treated as a portion of Investor Principal Collections
and credited to the Principal Collections Ledger on such Transfer Date;
(e) an amount equal to any interest payment due and payable on any facility entered into by or {pound-sterling}___________
on behalf of the MTN Issuer in respect of an obligation to pay stamp duty will be allocated
to the Investor Beneficiary and paid into the Series 03-1 Distribution Account;
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(f) an amount equal to the Class C Monthly Finance Amount will be credited to the Class C {pound-sterling}___________
Distribution Ledger;
(g) an amount equal to the Class C Deficiency Amount will be credited to the Class C {pound-sterling}___________
Distribution Ledger;
(h) an amount equal to the Class C Additional Finance Amount will be credited to the Class C {pound-sterling}___________
Distribution Ledger;
(i) an amount equal to the aggregate amount by which the Class C Investor Interest has been {pound-sterling}___________
reduced below the Class C Initial Investor Interest for reasons other than the payment of
principal amounts to the Series 03-1 Investor Beneficiary and for the purposes of
calculation treated as referable to Class C (but not in excess of the aggregate amount of
such reductions which have not been previously reinstated) will be utilised to reinstate
the Class C Investor Interest and treated as a portion of Investor Principal Collections
calculated with reference to the Series 03-1 Investor Beneficiary Interest and for the
purposes of calculation treated as referable to Class C and credited to the Principal
Collections Ledger on such Transfer Date;
(j) an amount equal to the Class C Investor Default Amount shall be calculated with reference {pound-sterling}___________
to the Series 03-1 Investor Beneficiary and for the purposes of calculation treated as
referable to Class C and treated as a portion of Investor Principal Collections calculated
with reference to the Series 03-1 Investor Beneficiary Interest and for the purposes of
calculation treated as referable to Class C and credited to the Principal Collections
Ledger on such Transfer Date;
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(k) on each Transfer Date from and after the Reserve Account Funding Date, but prior to the {pound-sterling}___________
date on which the Reserve Account terminates as described in Clause 5.22(f), an amount up
to the excess, if any, of the Required Reserve Amount over the Available Reserve Account
Amount shall be allocated to the MTN Issuer and deposited into the Reserve Account;
(l) on any Distribution Date on which the Available Spread Account Amount is less than the {pound-sterling}___________
Required Spread Amount, an amount up to the excess, if any, of the Required Spread Amount
over the Available Spread Account Amount will be allocated to the Investor Beneficiary and
deposited into the Spread Account;
(m) an amount equal to the Aggregate Investor Indemnity Amount, if any, for the prior Monthly {pound-sterling}___________
Period (together with any amounts in respect of previous Monthly Periods which are unpaid)
will be allocated to the Investor Beneficiary and (to the extent the Series 03-1 Investor
Beneficiary and for the purposes of calculation treated as referable to Class A does not
meet such payment itself from other sources) paid by the Receivables Trustee to the
Transferor whereupon such amount shall cease to be Trust Property and shall be owned by the
Transferor absolutely;
(n) an amount equal to the Series 03-1 Extra Amount for such Transfer Date will be allocated to {pound-sterling}___________
the Investor Beneficiary and paid into the Series 03-1 Distribution Account whereupon such
amount shall cease to be Trust Property and shall be owned by the Investor Beneficiary
absolutely; and
(o) the balance, if any, after giving effect to the payments made pursuant to paragraphs (a) {pound-sterling}___________
through (o) (inclusive) above shall be paid to the Excess Interest Beneficiary whereupon
such amount shall cease to be Trust Property and shall be owned by the Excess Interest
Beneficiary absolutely.
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III ACCRUED AND UNPAID AMOUNTS
After giving effect to the withdrawals and transfers to be made in
accordance with this notice, the following amounts will be accrued and
unpaid with respect to all Monthly Periods preceding the current calendar
month
A. Clause 5.10(a), (b) and (c)
The aggregate amount of all Deficiency Amounts
{pound-sterling}___________
B. Clause 5.10
(i) the aggregate amount of all accrued and unpaid Investor Servicing Fees
{pound-sterling}___________
(ii) the aggregate amount of all accrued and unpaid Investor Cash Management Fees
{pound-sterling}___________
C. Clause 5.13
The aggregate amount of all unreimbursed Investor Charge-Offs
{pound-sterling}___________
D. Clause 5.14
The aggregate amount of all accrued and unpaid Aggregate Investor Indemnity
Amounts allocable to Series 03-1 {pound-sterling}___________
IN WITNESS WHEREOF, the undersigned has duly executed this certificate this
[ ] day of [ ], [ ]
BARCLAYS BANK PLC
By:_______________________
Name:
Title:
116
EXHIBIT C SCHEDULE TO EXHIBIT B
MONTHLY SERVICER'S REPORT
MONTHLY PERIOD ENDING [ ]
RECEIVABLES TRUST SERIES 03-1
1. The aggregate amount of the Investor Percentage of Principal Collections {pound-sterling}___________
2. The aggregate amount of the Investor Percentage of Finance Charge Collections {pound-sterling}___________
[3. The aggregate amount of the Investor Percentage of Annual Membership Fees] {pound-sterling}___________
4. The aggregate amount of the Investor Percentage of Acquired Interchange {pound-sterling}___________
5. The aggregate amount of funds credited to the Finance Charge Collections {pound-sterling}___________
Ledger allocable toSeries 03-1
6. The aggregate amount of funds credited to the Principal Collections Ledger {pound-sterling}___________
allocable to Series 03-1
7. The aggregate amount of funds credited to the Principal Collections Ledger {pound-sterling}___________
calculated as Investor Cash Available for Acquisition for Series 03-1
during the preceding Monthly Period in accordance with Clauses 5.06(a) and
5.06(b)
8. The aggregate amount to be withdrawn from the Finance Charge Collections {pound-sterling}___________
Ledger and paid to the Spread Account pursuant to Clause 5.15(f)
9. The excess, if any, of the Required Spread Amount over the Available Spread Amount {pound-sterling}___________
10. The aggregate amount to be withdrawn from the Spread Account and paid on {pound-sterling}___________
behalf of Series 03-1 in accordance with Clause 5.19(b)(iv)(A)
11. The Available Spread Amount on the Transfer Date of the current calendar {pound-sterling}___________
month, after giving effect to the deposits and withdrawals specified
above, is equal to
12. The amount of interest payable in respect of Related Debt by the Series 03-1 Investor Beneficiary
and for the purposes of calculation treated as referable to:
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(i) Class A {pound-sterling}___________
(ii) Class B {pound-sterling}___________
(iii) Class C {pound-sterling}___________
13. The amount of principal payable in respect of Related Debt by the Series 03-1 Investor Beneficiary
and for the purposes of calculation treated as referable to:
(i) Class A {pound-sterling}___________
(ii) Class B {pound-sterling}___________
(iii) Class C {pound-sterling}___________
14. The sum of all amounts payable in respect of Related Debt to the Series 03-1 Investor Beneficiary
and for the purposes of calculation treated as referable to:
(i) Class A {pound-sterling}___________
(ii) Class B {pound-sterling}___________
(iii) Class C {pound-sterling}___________
15. To the knowledge of the undersigned, no Series Pay Out Event or Trust Pay Out Event has occurred
except as described below:
None
IN WITNESS WHEREOF, the undersigned has duly executed and delivered this day
of .
BARCLAYS BANK PLC,
By:
............................
Name:
Title:
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RECEIVABLES TRUSTEE
EXECUTED AS A DEED BY )
GRACECHURCH RECEIVABLES )
TRUSTEE LIMITED )
by its duly authorised signatory )
PROCESS AGENT
Clifford Chance Secretaries Limited
200 Aldersgate Street
London EC1A 4JJ
TRANSFEROR BENEFICIARY, EXCESS INTEREST BENEFICIARY,
SERVICER, TRUST CASH MANAGER AND TRANSFEROR
EXECUTED AS A DEED BY )
BARCLAYS BANK PLC )
acting by its duly authorised )
attorney )
in the presence of: )
MTN ISSUER, SERIES 99-1 INVESTOR BENEFICIARY AND SERIES 03-1 INVESTOR
BENEFICIARY
EXECUTED AS A DEED BY )
BARCLAYCARD FUNDING PLC )
by )
in the presence of:
119