EXHIBIT 4.2
C L I F F O R D
LIMITED LIABILITY PARTNERSHIP
C H A N C E
Dated [2] December 2004
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, Series 03-1 Investor Beneficiary,
Series 03-2 Investor Beneficiary, Series 03-3 Investor Beneficiary,
Series 04-1 Investor Beneficiary and Series 04-2 Investor Beneficiary
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SERIES 04-2 SUPPLEMENT
DATED [2] December 2004
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 04-2 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........................................................................23
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................................................................................................47
Servicing Compensation And Allocation Of Acquired Interchange.........................................47
PART 3................................................................................................49
Trust Cash Management Compensation And Allocation Of Acquired Interchange.............................49
PART 4................................................................................................51
Trustee Payment Amount................................................................................51
PART 5................................................................................................53
Addition To Clause 5 Of The Trust And Cash Management Agreement.......................................53
5.04 Rights Of Additional Beneficiary To Collections................................................53
5.05 Allocations....................................................................................53
5.06 Investor Cash Available For Acquisition........................................................60
5.07 Determination Of Monthly Required Expense Amounts..............................................63
5.08 Determination Of Monthly Principal Amounts.....................................................65
5.09 Coverage Of Required Amount....................................................................67
5.10 Payments Of Amounts Representing Finance Charge Collections....................................68
5.11 Payments Of Amounts Representing Available Investor Principal Collections......................71
5.12 Payment Of Investor Finance Amounts............................................................76
5.13 Investor Charge-Offs...........................................................................78
5.14 Investor Indemnity Amount......................................................................80
5.15 Excess Spread..................................................................................80
5.16 Reallocated Class C Principal Collections......................................................83
5.17 Reallocated Class B Principal Collections......................................................83
5.18 Shared Principal Collections...................................................................84
5.19 Spread Account.................................................................................85
5.20 Principal Funding Account Third Parties........................................................89
5.21 Distribution Ledgers...........................................................................91
5.23 Reserve Account................................................................................92
PART 6................................................................................................95
Monthly Statement To Series 04-2......................................................................95
PART 7................................................................................................97
Series 04-2 Pay Out Events............................................................................97
EXHIBITS TO THE SCHEDULE.............................................................................100
EXHIBIT A-1 FORM OF CERTIFICATE......................................................................100
EXHIBIT A FORM OF MONTHLY STATEMENT..................................................................102
EXHIBIT B FORM OF MONTHLY PAYMENT ADVICE AND NOTIFICATION TO THE RECEIVABLES TRUSTEE.................111
EXHIBIT C SCHEDULE TO EXHIBIT B......................................................................122
THIS SERIES 04-2 SUPPLEMENT, is made on [2] December 2004 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 04-2 (in
respect of the Series 04-2 Investor Interest, as defined herein, the
"SERIES 04-2 INVESTOR BENEFICIARY"; Investor Beneficiary for Series 04-1
(in respect of the Series 04-1 Investor Interest, as defined herein, the
"SERIES 04-1 INVESTOR BENEFICIARY"; Investor Beneficiary for Series 03-3
(in respect of the Series 03-3 Investor Interest, as defined herein, the
"SERIES 03-3 INVESTOR BENEFICIARY"; Investor Beneficiary for Series 03-2
(in respect of the Series 03-2 Investor Interest, as defined herein, the
"SERIES 03-2 INVESTOR BENEFICIARY"; in respect of its beneficial
interest in Series 03-1, 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 (and it
being noted that Series 99-1 has since redeemed in full), contributed to
the Receivables Trust on 24 October 2002 and became the Series 02-1
Investor Beneficiary, contributed to the Receivables Trust on 8 April
2003 and became the Series 03-1 Investor Beneficiary, contributed to the
Receivables Trust on 19 June 2003 and became the Series 03-2 Investor
Beneficiary, contributed to the Receivables Trust on 18 September 2003
and became the Series 03-3 Investor Beneficiary, contributed to the
Receivables Trust on 11 March 2004 and became the Series 04-1 Investor
Beneficiary and now intends to become the Series 04-2 Investor
Beneficiary of the Receivables Trust pursuant to an Acquisition in
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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,
Series 03-1 Investor Beneficiary, Series 03-2 Investor Beneficiary,
Series 03-3 Investor Beneficiary and Series 04-1 Investor Beneficiary
(who, prior to the execution of this Supplement, constituted 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 04-2
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 04-2 Investor Beneficiary of the Receivables Trust as
supplemented and varied in accordance with the provisions hereof and
that the Series 04-2 Investor Beneficiary will constitute or form part
of a Series for the purposes of the Trust and Cash Management Agreement
(such Series to be referred to as "SERIES 04-2").
(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 04-2 Investor Beneficiary to Gracechurch Card
Funding (No. 7) PLC (the "SERIES 04-2 ISSUER") and that the Series 04-2
Issuer will issue the Associated Debt (as defined herein) secured on the
Related Debt acquired by the Series 04-2 Issuer.
NOW IT IS HEREBY AGREED as follows:
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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 04-2 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
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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 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
3. 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 04-2 Investor
Beneficiary representing its Investor Interest in the
Receivables Trust, the MTN Issuer will be designated as the
Series 04-2 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 04-2 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 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
04-2 Investor Beneficiary to the Receivables Trustee by
depositing in the Trustee Acquisition Account on the Closing
Date, the amount of (pound)[*];
(c) The Investor Certificate evidencing the beneficial entitlement
of the Series 04-2 Investor Beneficiary in Trust Property shall
be substantially in the form of Exhibit A to the Schedule;
(d) Series 04-2 shall be included in Group One. Series 04-2 shall
not be subordinated to any other Series.
4. RIGHTS OF THE SERIES 04-2 INVESTOR BENEFICIARY
Following the Acquisition referred to in Clause 3 above, the beneficial
entitlement of the Series 04-2 Investor Beneficiary (the "SERIES 04-2
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 04-2 Investor Beneficiary Interest, as set out
below, the Series 04-2 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 04-2 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 04-2 Distribution
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Account). For the purposes of determining that part of the Series 04-2
Investor Beneficiary Interest referable to Class A, Class B and Class C:
(a) CLASS A
(i) The beneficial entitlement of the Series 04-2 Investor
Beneficiary in Trust Property at any time up to and including
the Series 04-2 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 04-2 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 04-2 Investor Beneficiary Interest and for
the purposes of calculation treated as referable to
Class A.
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Without prejudice to sub-paragraphs (A) to (C) above,
the beneficial entitlement of the Series 04-2 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 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 04-2 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 04-2 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 04-2) or certain Classes (not including
Class A, Series 04-2) within a Series only.
(ii) The beneficial entitlement of the Series 04-2 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
04-2 Termination Date.
(b) CLASS B
(i) The beneficial entitlement of the Series 04-2 Investor
Beneficiary to Trust Property at any time up to and
including the Series 04-2 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 04-2 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
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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
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 04-2 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 04-2 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 04-2 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 04-2 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 04-2) or certain Classes (not
including Class B, Series 04-2) within a Series only.
(ii) The beneficial entitlement of the Series 04-2 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
04-2 Termination Date.
(c) CLASS C
(i) The beneficial entitlement of the Series 04-2 Investor
Beneficiary to Trust Property at any time up to and
including the Series 04-2 Termination Date for the
purposes of calculation treated as referable to Class C,
shall be as follows:
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(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 04-2 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 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 04-2 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 04-2 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 04-2 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 04-2 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
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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
04-2 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 04-2) or
certain Classes (not including Class C, Series 04-2)
within a Series only.
(ii) The beneficial entitlement of the Series 04-2 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
04-2 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 04-1 Investor
Beneficiary, Series 03-3 Investor Beneficiary, Series 03-2
Investor Beneficiary, Series 03-1 Investor Beneficiary and
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 04-2 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 04-2 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
04-2 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 04-2 pursuant to the deed of charge executed
by the Series 04-2 Issuer in connection with the Associated Debt
as contemplated in the Series 04-2 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 04-2 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
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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 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 prevail with
respect to Series 04-2. 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 04-2 and no other Series;
(b) for the purposes of Clause 4.4 of the Trust and Cash Management
Agreement in respect of Series 04-2, the amounts referred to in
Clause 3(b) above shall be allocated to Series 04-2 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 any
Acquisition referred to in Clause 3(a) above until the end of
the Monthly Period after the Monthly Period in which any 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 04-2, 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 04-2 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 04-2, the share of the Investor
Servicing Fee payable by the
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Investor Beneficiaries to the Servicer which is to be met from
payments to the Servicer by Series 04-2 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 04-2
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 04-2, the amount of
the Aggregate Trustee Payment Amount payable by the Series 04-2
Investor Beneficiary in respect of Series 04-2 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 04-2, Clauses 5.1, 5.2 and 5.3
shall be read in their entirety as 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 04-2;
(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 04-2 shall be provided to the Receivables
Trustee and the MTN Issuer, as Series 04-2 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 04-2
shall be the Series 04-2 Pay Out Events set out in Part 7 of the
Schedule.
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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.
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(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 Moody's
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
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(B) use its reasonable endeavours to secure that
such application is (and remains) granted.
(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 Moody's in the
event that:
(i) its long term rating, as rated by Moody's, falls below
A2; or
(ii) the portfolio monthly payment rate falls below 12%.
9. AGREEMENTS OF THE SERIES 04-2 INVESTOR BENEFICIARY
(a) USE OF TRUST PROPERTY BY RECEIVABLES TRUSTEE
(i) The Series 04-2 Investor Beneficiary acknowledges and
agrees that the Receivables Trustee or any successor
trustee shall utilise Trust Property allocated to the
Series 04-2 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
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Agreement and that the Series 04-2 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 04-2 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 04-2
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 04-2 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 04-2 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 different persons and acknowledges that any attempt
to do so shall be void.
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(d) TAX
(i) The MTN Issuer hereby confirms that upon becoming the
Series 04-2 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 04-2 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 04-2 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 04-2 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 04-2 Investor Beneficiary hereby undertakes to the
Receivables Trustee (by way of a contractual obligation owed by
the Series 04-2 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 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
- 17 -
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 04-2 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, the
Series 03-1 Investor Beneficiary, the Series 03-2 Investor
Beneficiary, the Series 03-3 Investor Beneficiary and the Series
04-1 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 04-2 Investor Beneficiary hereby undertakes
to the Receivables Trustee (by way of a contractual
obligation owed by the Series 04-2 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 04-2
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 04-2 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 04-2 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 04-2 Investor Beneficiary hereby undertakes to the
Receivables Trustee (or any successor trustee) for itself and as
trustee for each other Beneficiary that:
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(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 04-2 INVESTOR BENEFICIARY
The Series 04-2 Investor Beneficiary shall not, save to the extent
permitted by the Series 04-2 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 04-2
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 04-2 Supplement and any mandate regarding the
Series 04-2 Distribution Account and the Security Trust
Deed and MTN Cash Management Agreement (as each of such
terms are defined in the Series 04-2 Associated Debt
Prospectus), (all of such documents, together with the
Prospectus, the "SERIES 04-2 RELEVANT DOCUMENTS");
(ii) use, invest or dispose of any of its property or assets
in the manner provided in or contemplated by the Series
04-2 Relevant Documents; and
(iii) perform any act incidental to or necessary in connection
with (i) or (ii) above;
- 19 -
(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 interest in any bank account
other than Trust Accounts and the Series 04-2 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 04-2 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 on a
voluntary basis enter into an administration or any form of
reorganisation or liquidate or dissolve;
(g) waive, modify or amend, or consent to any waiver, modification
or amendment of, any of the provisions of the Series 04-2
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 04-2 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.
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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.
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(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 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 04-2 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.
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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 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 02-1 Investor Beneficiary, Series 03-1 Investor Beneficiary,
Series 03-2 Investor Beneficiary, Series 03-3 Investor Beneficiary, Series 04-1
Investor Beneficiary and Series 04-2 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 04-2 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 04-2
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 $675,000,000 Class A Asset Backed Floating
rate Notes due 2007 constituted by a trust deed dated [2] December 2004 between
the Series 04-2 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 04-2;
(b) the Class A Floating Allocation of amounts with respect to Acquired
Interchange allocated to Series 04-2 and credited to the Finance Charge
Collections Ledger for such Monthly Period (or to be credited to the
Finance Charge Collections Ledger on
- 25 -
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 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 04-2 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 04-2 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 04-2 Investor Beneficiary Interest for
the purposes of calculation treated as referable to Class A PROVIDED, HOWEVER,
that upon the Series 04-2 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 (reset in respect of the Distribution Dates in each of
January, April, July and October) for pounds sterling in the London interbank
market; provided that in respect of the first Calculation Period, it shall mean
the linear interpolation of one-month and two-month deposits; plus in each case
[*] per cent.;
- 26 -
"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 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 04-2
Investor Beneficiary for the purposes of calculation treated as referable to
Class A pursuant to Clause 3(a)(i) of the Series 04-2 Supplement, which is the
sterling equivalent of US$675,000,000 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 04-2
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 04-2 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,
- 27 -
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 04-2 Scheduled
Redemption Date;
"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 04-2
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 $37,500,000 Class B Asset Backed
Floating Rate Notes due 2007 constituted by a trust deed dated [2] December 2004
between the Series 04-2 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 04-2; and
(b) the Class B Floating Allocation of amounts with respect to Acquired
Interchange allocated to Series 04-2 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 04-2 Investor Beneficiary
Interest and for the
- 28 -
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 04-2 Investor Beneficiary Interest for
the purposes of calculation treated as referable to Class B PROVIDED, HOWEVER,
that upon the Series 04-2 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);
"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 (reset in respect of the Distribution Dates in each of
January, April, July and October) for pounds sterling in the London interbank
market; provided that in respect of the first Calculation Period, it shall mean
the linear interpolation of one-month and two-month deposits; plus in each case
[*] 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 04-2
Investor Beneficiary and for the purposes of calculation treated as referable to
Class B pursuant to Clause 4(c)(i) of the Series 04-2 Supplement which is the
sterling equivalent of U.S.$37,500,000 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
- 29 -
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 04-2
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 04-2 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
(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
(f) 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(c)(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(d);
"CLASS B MONTHLY REQUIRED EXPENSE AMOUNT" shall mean in respect of each Monthly
Period the amount calculated in accordance with Clause 5.07(c);
"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 04-2 Investor
- 30 -
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 04-2 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(d)(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 04-2
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 $37,500,000 Class C Asset Backed
Floating Rate Notes due 2007 constituted by a trust deed dated [2] December 2004
between the Series 04-2 Issuer and The Bank of New York;
"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 04-2; and
(b) the Class C Floating Allocation of amounts with respect to Acquired
Interchange allocated to Series 04-2 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 04-2 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 04-2 Investor Beneficiary Interest for
the purposes of calculation
- 31 -
treated as referable to Class C PROVIDED, HOWEVER, that upon the Series 04-2
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 (reset in respect of the Distribution Dates in each of
January, April, July and October) for pounds sterling in the London interbank
market; provided that in respect of the first Calculation Period, it shall mean
the linear interpolation of one-month and two-month deposits; plus in each case
[*] 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;
"CLASS C INITIAL INVESTOR INTEREST" shall mean the aggregate initial principal
amount of beneficial entitlement to the Receivables Trust of the Series 04-2
Investor Beneficiary for the purposes of calculation treated as referable to
Class C pursuant to Clause 3(a)(iii) of the Series 04-2 Supplement which is the
sterling equivalent of U.S.$37,500,000 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
- 32 -
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 04-2
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 04-2 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)(1)(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);
"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 04-2
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;
- 33 -
"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 04-2 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 [2] December 2004;
"CONTROLLED ACCUMULATION PERIOD" shall mean, unless a Pay Out Event shall have
occurred prior thereto, the period commencing at the close of business on 31
October 2006, 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 04-2 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 04-2) 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
04-2 Investor Beneficiary in respect of Class A, Class B and Class C for the
previous Monthly Period;
"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.$ [*] 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
- 34 -
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.$ [*] 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 (in the case of the first such Distribution Date)
17 January 2005 and thereafter, 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 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 [2] December 2004
and made between the Transferor (in its capacity as lender), the Series 04-2
Issuer (as borrower) and the Security Trustee;
- 35 -
"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;
"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
- 36 -
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 04-2 and each other Series specified in the
related Supplement to be included in Group One;
"GROUP ONE MONTHLY PRINCIPAL PAYMENT" shall mean with respect to any Monthly
Period, for all Applicable Series in Group One (including Series 04-2) 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);
- 37 -
(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)[*];
"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;
"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
- 38 -
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 04-2 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" means in respect of Series 04-2 for any Transfer
Date the amount equal to any monthly interest accrual which is due and payable
under the Expenses Loan Agreement in respect of Series 04-2 (and, for greater
certainty, the Monthly Loan Expenses Amount shall be paid by the Receivables
Trustee to the MTN Issuer in relation to Series 04-2 and shall be credited by
the MTN Issuer to the Class A Coupon Ledger);
"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 17 January 2005;
"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 04-2 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 including, in
each case, any part of such fees, costs and expenses as represents VAT (if any);
"NON-UTILISED INVESTOR CASH AVAILABLE FOR ACQUISITION" shall have the meaning
specified in Clause 5.06(c);
- 39 -
"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 04-2 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 January 2005, 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 04-2 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 04-2, 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;
- 40 -
"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 5%.
"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 04-2 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,
- 41 -
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;
"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 04-2 Termination Date;
"REGULATED AMORTISATION TRIGGER EVENT" shall have the meaning specified in Part
7 of the Schedule;
"RELATED DEBT" shall mean the Series 04-2 MTN Certificate;
"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
- 42 -
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 04-2 PROVIDED, FURTHER, HOWEVER, that no such designation
shall be effective without the prior written agreement of all the other
Beneficiaries;
"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;
- 43 -
"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 Deed and MTN Cash Management Agreement;
"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)6,000 per annum;
"SERIES 04-2 ASSOCIATED DEBT PROSPECTUS" shall mean the approved listing
particulars of the Associated Debt dated [*] November 2004 for a listing on the
London Stock Exchange and the final prospectus of the Associated Debt dated [*]
November 2004 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 04-2 DISTRIBUTION ACCOUNT" shall mean a bank account in the name of the
Series 04-2 Investor Beneficiary to be used for the purpose of receiving amounts
distributable to the Series 04-2 Investor Beneficiary for the purposes of
calculation treated as referable to Class A, Class B and Class C from the
Receivables Trust;
"SERIES 04-2 EXTRA AMOUNT" means,
(1) for any Transfer Date where the Series 04-2 Investor Interest is less
than or equal to (pound)250,000,000, 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) 0.02 per cent., and (c) the Series
- 44 -
04-2 Investor Interest, determined as of the Record Date preceding such
Transfer Date; or
(2) for any Transfer Date where the Series 04-2 Investor Interest is greater
than (pound)250,000,000 , an amount equal to the aggregate of A plus B,
where
"A" is 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) 0.02 per cent., and (c) (pound)250,000,000; and
"B" is 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) 0.002 per cent., and (c) the amount by which the Series 04-2
Investor Interest exceeds (pound)250,000,000, determined as of the
Record Date preceding such Transfer Date;
"SERIES 04-2 INVESTOR BENEFICIARY" means the entity in which the Series 04-2
Investor Beneficiary Interest is vested pursuant to this Supplement, being
Barclaycard Funding PLC;
"SERIES 04-2 ISSUER" means Gracechurch Card Funding (No. 7) PLC as Issuer of the
Associated Debt and its successors and assigns as holder of the Related Debt;
"SERIES 04-2 MTN CERTIFICATE" means the medium term note issued by the MTN
Issuer in respect of Series 04-2 on [2] December 2004;
"SERIES 04-2 PAY OUT EVENT" shall have the meaning specified in Part 7 of the
Schedule;
"SERIES 04-2 RELEVANT DOCUMENTS" shall have the meaning specified in Clause
10(b)(i) of the Supplement;
"SERIES 04-2 SCHEDULED REDEMPTION DATE" shall mean the Distribution Date falling
in November 2007;
"SERIES 04-2 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 November 2009;
"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 04-2;
- 45 -
"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 04-2 Supplement;
"SWAP AGREEMENT" shall mean the Class A Swap Agreement, Class B Swap Agreement
and Class C Swap Agreement, each dated on or about the Closing Date and each
between the Series 04-2 Issuer, the Swap Counterparty and the Note Trustee,
which provides for certain receipts of the Series 04-2 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 04-2
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;
"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).
- 46 -
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 04-2 from amounts credited
to the Finance Charge Collections Ledger for Series 04-2 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 04-2 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 04-2 are
beneficially entitled in meeting on behalf of such Beneficiaries
the share of the Servicing Fee allocable to Series 04-2 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
04-2 Supplement, the Investor Servicing Fee shall be equal to
(pound)[*] (such amount to be inclusive of VAT thereon, if any).
(ii) The portion of the Series 04-2 Investor Servicing Fee allocable
to the Series 04-2 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 04-2 Investor Servicing Fee allocable
to the Series 04-2 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 04-2 Investor Servicing Fee allocable
to the Series 04-2 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).
- 47 -
(b) Except as specifically provided in paragraph (a) of this Part 2 above,
the Servicing Fee not allocated to Series 04-2 shall be paid out of the
cash flows from the Receivables Trust allocated to the Transferor
Beneficiary 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 the Series 04-2 Investor
Beneficiary be liable therefor. The Servicing Fee allocable to Series
04-2 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 04-2 with respect to such Monthly Period, as
described in this Clause as follows:
(i) such amount of Acquired Interchange allocable to Series 04-2
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 04-2 with respect to the
preceding Monthly Period.
- 48 -
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 04-2 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 04-2 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
04-2 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 04-2
Supplement, the Investor Trust Cash Management Fee shall be
(pound)[*] (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 04-2 Investor Beneficiary to
make payments to the Receivables Trustee in respect of Series 04-2 as
set out in Clause 9(e) of this Supplement.
(b) Except as specifically provided in paragraph (a) of this Part 3 above,
the Trust Cash Management Fee not allocated to Series 04-2 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 04-2 be liable
therefor to any further extent. The Trust Cash Management Fee allocable
to Series 04-2 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
- 49 -
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) 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 04-2 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
04-2 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 04-2 Investor
Beneficiary to meet such liability to account for such amount of VAT.
- 50 -
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 04-2 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 04-2 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 04-2 (the proportion of each Trustee Payment Amount
allocable to Series 04-2 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 04-2 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 04-2 be liable therefor. The Aggregate Trustee Payment Amount
allocable to Series 04-2 will be payable as follows:
- 51 -
(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 thereof pursuant to Clause
5.10(a)(i) and (ii) 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 04-2
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 04-2 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 04-2 Investor
Beneficiary to meet such liability to account for such amount of VAT.
- 52 -
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 04-2 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 04-2 Investor Beneficiary together with funds on
deposit in the Trust Accounts, which are expressly segregated
for such Series 04-2 Investor Beneficiary Interest.
(b) In certain circumstances Collections constituting Trust Property
to which the Series 04-2 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 04-2 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 04-2) 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 04-2) 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);
- 53 -
(iii) credit to the Principal Collections Ledger (identified
for Series 04-2) an amount equal to the product of (A)
the Class B 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 5.17, 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 04-2) 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 04-2 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 04-2) 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 04-2) 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 04-2) 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
- 54 -
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 04-2) 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 04-2) 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
- 55 -
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 Account, allocate to Series 04-2 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 04-2) 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 04-2) 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 04-2) 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 04-2) 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
- 56 -
(v) in the event that the amount credited to the Principal
Collections Ledger (identified for Series 04-2) 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
(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
04-2 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 04-2) 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 04-2) 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
- 57 -
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 04-2) 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);
(iv) credit to the Principal Collections Ledger (identified
for Series 04-2) 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 04-2) 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
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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 04-2 Investor Beneficiary and
for the purposes of calculation treated as referable to
Class A or (as the case may be) Series 04-2 and shall
remain credited to the Principal Collections Ledger
(identified for the benefit of Class A or (as the case
may be) Series 04-2 as Unavailable Principal
Collections).
(ii) For each Transfer Date with respect to the Controlled
Accumulation Period, the Regulated Amortisation Period,
or the Rapid Amortisation 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 04-2 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 04-2, 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.
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(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")
(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 04-2 Investor
Beneficiary to the extent required to enable the Series
04-2 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
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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
04-2 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 04-2) 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 04-2 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 04-2
and the denominator of which is the aggregate Investor
Cash Available for Acquisition of each Applicable Series
(including Series 04-2) 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 04-2 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
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so applied). Such Investor Cash Available for Acquisition shall
be utilised as follows:
(i) by allocating such amounts to the Series 04-2 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
(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 04-2) 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 04-2 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 04-2
and the denominator of which is the aggregate Investor
Cash Available for Acquisition of each Applicable Series
(including Series 04-2) 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 04-2 Investor Beneficiary
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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 04-2 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 04-2 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:
(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
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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 plus, on the Series
04-2 Termination Date, an amount equal to the principal
calculated as payable in accordance with the Expenses
Loan Agreement,
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
(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:
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(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 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.
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(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.
(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 04-2
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
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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
(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.
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(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, in accordance with the priorities
set out in Clause 5.15.
(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 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 B Required Amount, to the
extent available, for such Transfer Date shall be
distributed from the Finance Charge Collections Ledger
on such Transfer Date, in accordance with the priorities
set out in Clause 5.15. 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 B, 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) first, 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
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Series 04-2 Investor Beneficiary for the purposes of
calculation treated as referable to Class A for
distribution to the Series 04-2 Investor Beneficiary in
respect of Class A but shall, to the extent such
payments are not met by the Series 04-2 Investor
Beneficiary from other sources, be utilised by the
Receivables Trustee towards meeting the Aggregate
Trustee Payment Amount;
(ii) second, an amount equal to the MTN Issuer Costs Amount
for such Transfer Date shall be allocated to the Series
04-2 Investor Beneficiary for the purposes of
calculation treated as referable to Class A and credited
by the Receivables Trustee acting on the advance of the
Trust Cash Manager to the class A Distribution Ledger:
(iii) third, 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
04-2 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) fourth, the Monthly Loan Expenses Amount plus, on the
Series 04-2 Termination Date, an amount equal to the
principal calculated as payable in accordance with the
Expenses Loan Agreement shall be allocated to the Series
04-2 Investor Beneficiary for the purposes of
calculation treated as referable to Class A and credited
by the Receivables Trustee acting on advice of the Trust
Cash Manager to the Class A Distribution Ledger.
(v) fifth, 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 04-2
Investor Beneficiary for the purposes of calculation
treated as referable to Class A for distribution to the
Series 04-2 Investor Beneficiary in respect of Class A
but shall, to the extent such fees are not met by the
Series 04-2 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;
(vi) sixth, an amount equal to the Class A Investor Default
Amount, if any, for the preceding Monthly Period shall
be allocated to the Series 04-2
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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 04-2 Investor Beneficiary for the purposes of
calculation treated as referable to Class A and credited
to the Principal Collections Ledger on such Transfer
Date; and
(vii) seventh, 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 5.09(c).
(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) first, 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
04-2 Investor Beneficiary for the purposes of
calculation treated as referable to Class B for
distribution to the Series 04-2 Investor Beneficiary in
respect of Class B but shall, to the extent such
payments are not met by the Series 04-2 Investor
Beneficiary from other sources, be utilised by the
Receivables Trustee towards meeting the Aggregate
Trustee Payment Amount;
(ii) second, 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 04-2
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) third, 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 04-2
Investor Beneficiary for the purposes of calculation
treated as referable to Class B for distribution to the
Series 04-2 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 04-2
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
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Property and shall be owned by the Servicer and the
Receivables Trustee (to enable it to make payments to
the Trust Cash Manager) absolutely; and
(iv) fourth, 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) first, 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 Series
04-2 Investor Beneficiary for the purposes of
calculation treated as referable to Class C for
distribution to the Series 04-2 Investor Beneficiary in
respect of Class C but shall, to the extent such
payments are not met by the Series 04-2 Investor
Beneficiary from other sources, be utilised by the
Receivables Trustee towards meeting the Aggregate
Trustee Payment Amount;
(ii) second, 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 04-2
Investor Beneficiary for the purposes of calculation
treated as referable to Class C for distribution to the
Series 04-2 Investor Beneficiary in respect of Class C
but shall, to the extent such fees are not met by the
Series 04-2 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; and
(iii) third, 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 B of
the amounts to withdraw from the Principal Collections Ledger pursuant
to Clauses 5.11(a) and (b) and the
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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 04-2; and
(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 04-2 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 04-2 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 04-2 Investor
Beneficiary for the purposes of calculation treated as
referable to Class B and deposited into the Principal
Funding Account;
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(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 04-2 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 04-2 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 paragraphs
(ii) and (iv) above, an amount equal to the Class C
Monthly Principal Amount, shall be allocated to the
Series 04-2 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 04-2;
(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
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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 04-2; 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 Unavailable
Transferor Principal Collections identified for Series
04-2 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 04-2 Investor
Beneficiary for the purposes of calculation treated as
referable to Class A shall be paid to the Series 04-2
Distribution Account and identified for the Series 04-2
Investor Beneficiary in respect of Class A whereupon
such amount shall cease to be Trust Property and shall
be owned by the Series 04-2 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 04-2
Distribution Account as identified for the Series 04-2
Investor Beneficiary in respect of Class
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A whereupon such amount shall cease to be Trust Property
and shall be owned by the Series 04-2 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 04-2 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 04-2 Distribution Account
and identified for the Series 04-2 Investor Beneficiary
in respect of Class B whereupon such amount shall cease
to be Trust Property and should be owned by the Series
04-2 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
any reductions pursuant to 5.13) to the Series 04-2
Distribution Account as identified for the Series 04-2
Investor Beneficiary in respect of Class B whereupon
such amount shall cease to be Trust Property and shall
be owned by the Series 04-2 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 04-2 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 04-2 Distribution
Account and identified for the Series 04-2 Investor
Beneficiary in respect of Class C whereupon such amount
shall cease to be Trust Property and should be owned by
the Series 04-2 Investor Beneficiary absolutely; and
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(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 04-2 Distribution Account as identified
for the Series 04-2 Investor Beneficiary in respect of
Class C whereupon such amount shall cease to be Trust
Property and shall be owned by the Series 04-2 Investor
Beneficiary absolutely.
(f) The Controlled Accumulation Period is scheduled to commence at
the close of business on 31 October 2006 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 04-2
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 November 2006 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 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:
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(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 04-2 Distribution
Account and shall identify them as being for the Series
04-2 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 04-2 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 04-2 Distribution
Account as identified for the Series 04-2 Investor
Beneficiary in respect of Class B whereupon such amount
shall cease to be Trust Property and shall be owned by
the Series 04-2 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 04-2 Distribution
Account as identified for the Series 04-2 Investor
Beneficiary in respect of Class C whereupon such amount
shall cease to be Trust Property and shall be owned by
the Series 04-2 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 04-2
Investor Beneficiary from other sources, the amounts of
Class A Available Funds calculated with reference to the
Series 04-2 Investor Beneficiary Interest in respect of
Class A to meet such amounts shall be distributed to the
Series 04-2 Investor Beneficiary by deposit of such
amount in the Series 04-2 Distribution Account as
identified for the Series 04-2 Investor Beneficiary in
respect of Class A whereupon such amounts shall cease to
be Trust Property and shall be owned by the Series 04-2
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 04-2
Investor Beneficiary from other sources, the amounts of
Class B Available Funds calculated with reference to the
Series 04-2 Investor Beneficiary Interest in respect of
Class B to meet such amounts shall be distributed to the
Series 04-2 Investor Beneficiary by deposit of such
amount in the Series 04-2 Distribution Account as
identified for the Series 04-2 Investor Beneficiary in
respect of Class B whereupon such amounts shall cease to
be Trust Property and shall be owned by the Series 04-2
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 04-2
Investor Beneficiary from other
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sources, the amounts of Class C Available Funds
calculated with reference to the Series 04-2 Investor
Beneficiary Interest in respect of Class C to meet such
amounts shall be distributed to the Series 04-2 Investor
Beneficiary by deposit of such amount in the Series 04-2
Distribution Account as identified for the Series 04-2
Investor Beneficiary in respect of Class C whereupon
such amounts shall cease to be Trust Property and shall
be owned by the Series 04-2 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 Charge-Offs) by
the amount of Excess Spread available for such purpose
pursuant to Clause 5.15(b).
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(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.
(ii) 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
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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 04-2.
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 04-2 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 04-2 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 04-2 Investor
Beneficiary in respect of Class A by deposit of such amount in
the Series 04-2 Distribution Account as identified for the
Series 04-2 Investor Beneficiary in respect of Class A whereupon
such amount shall cease to be Trust Property and shall be owned
by the Series 04-2 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
Clause 5.09(c), 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 previously reinstated will be
allocated to the Series 04-2 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 04-2 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 Clause 5.09(c), 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
04-2 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 04-2 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 04-2 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 04-2 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 04-2 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 04-2 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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(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 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 04-2 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 04-2 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 04-2 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 04-2 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 04-2 Extra Amount for such
Transfer Date will be allocated to the Series 04-2 Investor
Beneficiary Interest and for the purposes of calculation treated
as referable to Class A and paid into the Series 04-2
Distribution Account whereupon such amount shall cease to be
Trust Property and shall be owned by the Series 04-2 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 04-2 whereupon such amount shall cease to be Trust
Property and shall be owned by the Excess Interest Beneficiary
absolutely.
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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:
(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 04-2 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
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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 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 04-2 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 04-2 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 04-2 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 04-2 Investor Beneficiary in respect of Class A
until such time as the amount deposited to the Principal
Funding Account identified for the Series 04-2 Investor
Beneficiary in respect of Class A is equal to the Class
A Investor Interest;
(ii) second, to the Series 04-2 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;
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(iii) third, to the Series 04-2 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 04-2 Investor Beneficiary in respect of Class B
until such time as the amount deposited to the Principal
Funding Account identified for the Series 04-2 Investor
Beneficiary in respect of Class B is equal to the Class
B Investor Interest;
(iv) fourth, to the Series 04-2 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 Rapid
Amortisation Period until such time as the Class B
Investor Interest is zero;
(v) fifth, to the Series 04-2 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 04-2 Investor Beneficiary in respect of Class C
until such time as the amount deposited to the Principal
Funding Account identified for the Series 04-2 Investor
Beneficiary in respect of Class C is equal to the Class
C Investor Interest; and
(vi) sixth, to the Series 04-2 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 04-2 with
respect to any Transfer Date shall mean an amount equal to the
Series Principal Shortfall, if any, with respect to Series 04-2
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 04-2 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 04-2 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 04-2
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
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clearly indicating that the funds deposited therein are
held on trust for the benefit of the Series 04-2
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 04-2 and allocated to the beneficial
entitlement of (A) the Series 04-2 Investor Beneficiary
to the extent of amounts deposited in the Spread Account
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
04-2 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
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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
04-2 Supplement, 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
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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
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 04-2 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 04-2 Investor Beneficiary
absolutely to be treated as an Excess Finance Charge
Amount referable to Series 04-2.
(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 04-2
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 04-2
Investor Beneficiary whereupon such amount shall cease
to be trust property and shall be owned by the Series
04-2 Investor
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Beneficiary absolutely to be treated as an Excess
Finance Charge Amount referable to Series 04-2.
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 04-2
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 04-2 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:
(A) all amounts deposited therein pursuant to Clause
5.11(b)(i) shall be allocated to the Series 04-2
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
04-2 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 04-2
Investor Beneficiary, for the purposes of
calculation treated as referable to Class C and
regarded as being segregated for the benefit of
the Series 04-2 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
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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
04-2 Investor Beneficiary and for calculation purposes
treated as referable to Class A, Class B and Class C,
respectively.
(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 04-2 Investor Beneficiary and for the
purposes of calculation treated or referable to Class A
but not
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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 ledger 2 in the
Trustee Collection Account entitled "CLASS A
DISTRIBUTION LEDGER" and shall credit amounts payable to
such ledgers 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 5.12(a)(i) and generally operate
such ledgers 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 04-2 Investor
Beneficiary for the purposes of calculation treated as
referable to Class A and regarded as being segregated
for the benefit of the Series 04-2 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 04-2 Investor
Beneficiary for the purposes of calculation treated as
referable to Class B and regarded as being
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segregated for the benefit of the Series 04-2 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 04-2 Investor
Beneficiary for the purposes of calculation treated as
referable to Class C and regarded as being segregated
for the benefit of the Series 04-2 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 the Series 04-2
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 04-2 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 04-2 Investor Beneficiary and
regarded as being segregated for the benefit of Series
04-2 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
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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.
(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
- 93 -
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 04-2 Investor Beneficiary an
amount equal to such Reserve Account Surplus to be treated as an
Excess Finance Charge Amount referable to Series 04-2.
(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
(iii) the Transfer Date immediately preceding the Series 04-2
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 04-2 Investor Beneficiary, that are payable from the
Reserve Account as provided herein, shall withdraw from the
Reserve Account and pay to the Series 04-2 Investor Beneficiary
all remaining amounts, on deposit in the Reserve Account which
will then be treated as Excess Finance Charge Amounts referable
to Series 04-2 and the Reserve Account shall be deemed to have
terminated for the purposes of the Series 04-2 Supplement.
- 94 -
PART 6
MONTHLY STATEMENT TO SERIES 04-2
MONTHLY STATEMENT TO SERIES 04-2
On or before each Distribution Date, the Receivables Trustee shall forward to
the Series 04-2 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 04-2 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 04-2 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 04-2 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 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, the 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;
- 95 -
(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;
(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 04-2 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.
- 96 -
PART 7
SERIES 04-2 PAY OUT EVENTS
SERIES 04-2 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 04-2:
(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 04-2 Supplement, which failure has a Material Adverse Effect on
the interests of the Series 04-2 Investor Beneficiary 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 Series 04-2 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 04-2, and which unremedied continues during such 60
day period to have a Material Adverse Effect on the interests of the
Series 04-2 Investor Beneficiary for such period;
(b) any representation or warranty made by the Transferor in the RSA or the
Series 04-2 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 Series 04-2 Investor
Beneficiary 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 04-2, and (ii) as a result of
which there is a Material Adverse Effect on the interests of the MTN
Issuer (in respect of Series 04-2) and which unremedied continues during
such 60 day period to have a Material Adverse Effect for such period;
PROVIDED, HOWEVER, that a Series 04-2 Pay Out Event pursuant to this
paragraph (b) of Part 7 of the Series 04-2 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 Portfolio Yield is less than the average
Expense Rate for that period;
- 97 -
(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 04-2);
(f) the Investor Interest is not reduced to zero on the Series 04-2
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 Series 04-2 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 04-2 PAY OUT EVENT") has occurred (provided
that if the Series 04-2 Investor Beneficiary declares that a Series 04-2 Pay Out
Event has occurred in such circumstances, it must have acted on the instructions
of holders of the Related Debt representing, together, 50 per cent. or more of
the Related Debt outstanding at that time) 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 04-2 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.
- 98 -
A Series Pay Out Event which occurs in respect of paragraphs (c) or (d) is a
"REGULATED AMORTISATION TRIGGER EVENT" for Series 04-2.
- 99 -
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 04-2
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 04-2
Supplement dated [2] December 2004 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.
- 100 -
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: [2] December 2004
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: [2] December 2004
- 101 -
EXHIBIT A FORM OF MONTHLY STATEMENT
FORM OF MONTHLY STATEMENT
SERIES 04-2
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 04-2 Supplement dated [2] December 2004.
A. INFORMATION REGARDING THE CURRENT MONTHLY DISTRIBUTION
1. The total distribution in respect of Class A Monthly (pound)________
Principal Amount
2. The total distribution in respect of Class B Monthly (pound)________
Principal Amount
3. The total distribution in respect of Class C Monthly (pound)________
Principal Amount
4. The total amount of distribution from the Class A (pound)________
Distribution Ledger (deposited pursuant to Clause
5.10(a)(iii)
5. The total amount of distribution from the Class B (pound)________
Distribution Ledger (deposited pursuant to Clause
5.10(b)(ii))
6. The total amount of distribution from the Class C (pound)________
Distribution Ledger (deposited pursuant to Clause
5.15(f))
7. The total amount of distribution in respect of the
Class A Trustee Payment Amount for the related Monthly
Period
8. The total amount of distribution in respect of any
Class A Trustee Payment Amount remaining unpaid in respect
of prior Monthly Periods
- 102 -
9. The total amount of distribution in respect of the (pound)_________
Class B Trustee Payment Amount for the related
Monthly Period
10. The total amount of distribution in respect of any (pound)_________
Class B Trustee Payment Amount remaining unpaid in
respect of prior Monthly Periods
11. The total amount of distribution in respect of the (pound)_________
Class C Trustee Payment Amount for the related Monthly
Period
12. The total amount of distribution in respect of any (pound)________
Class C Trustee Payment Amount remaining unpaid in
respect of prior Monthly Periods
13. The total amount of distribution in respect of the MTN (pound)________
Issuer Costs Amount for the related Monthly 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 (pound)_________
A Monthly Finance Amount
2. The amount of the distribution in respect of the Class (pound)_________
B Monthly Finance Amount
3. The amount of the distribution in respect of the Class (pound)_________
C Monthly Finance Amount
C. INFORMATION REGARDING THE PERFORMANCE OF THE RECEIVABLES TRUST
1. PRINCIPAL COLLECTIONS
(a) The aggregate amount of Principal Collections (pound)_________
processed during the related Monthly
Period which were allocable in respect of Class A
(b) The aggregate amount of Principal Collections (pound)_________
processed during the related Monthly Period which
were allocable in respect of Class B
- 103 -
(c) The aggregate amount of Principal Collections (pound)________
processed during the related Monthly
Period which were allocable in respect of Class C
2. PRINCIPAL RECEIVABLES IN THE RECEIVABLES TRUST
(a) The aggregate amount of Principal Receivables (pound)________
which are Eligible Receivables in the
Receivables Trust as of the end of the day on the
last day of the related Monthly Period (the
last day of the month)
(b) The amount of Principal Receivables which are (pound)________
Eligible Receivables in the Receivables Trust
represented by the Investor Interest of Series
04-2 as of the last day of the related Monthly
Period (the last day of the month)
(c) The amount of Principal Receivables which are (pound)________
Eligible Receivables in the Receivables Trust
represented by the Adjusted Investor Interest of
Series 04-2 as of the last day of the related
Monthly Period (the last day of the month)
(d) The amount of Principal Receivables which are (pound)________
Eligible Receivables in the Receivables Trust
represented by the Class A Investor Interest
as of the last day of the related Monthly
Period (the last day of the month)
(e) The amount of Principal Receivables which are (pound)________
Eligible Receivables in the Receivables Trust
represented by the Class A Adjusted Investor
Interest as of the last day of the related
Monthly Period (the last day of the month)
(f) The amount of Principal Receivables which are (pound)________
Eligible Receivables in the Receivables Trust
represented by the Class B Investor Interest as
of the last day of the related Monthly Period
(the last day of the month)
- 104 -
(g) The amount of Principal Receivables which are (pound)________
Eligible Receivables in the Receivables Trust
represented by the Class B Adjusted Investor
Interest as of the last day of the related Monthly
Period (the last day of the month)
(h) The amount of Principal Receivables which are (pound)________
Eligible Receivables in the Receivables Trust
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 (pound)________
Eligible Receivables in the Receivables Trust
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
- 105 -
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)________ ________%
- ---------------------------------------------------------------------------------------------------------
(b) 60 - 89 days: (pound)________ ________%
- ---------------------------------------------------------------------------------------------------------
(c) 90 - 119 days: (pound)________ ________%
- ---------------------------------------------------------------------------------------------------------
(d) 120 - 149 days: (pound)________ ________%
- ---------------------------------------------------------------------------------------------------------
(e) 150 - or more days (pound)________ ________%
- ---------------------------------------------------------------------------------------------------------
Total (pound)________ ________%
=========================================================================================================
4. INVESTOR DEFAULT AMOUNT
(a) The Aggregate Investor Default Amount for the (pound)_________
related Monthly Period
(b) The Class A Investor Default Amount for the (pound)_________
related Monthly Period
(c) The Class B Investor Default Amount for the (pound)_________
related Monthly Period
(d) The Class C Investor Default Amount for the (pound)_________
related Monthly Period
5. INVESTOR CHARGE-OFFS (pound)_________
(a) The aggregate amount of Class A Investor (pound)_________
Charge-Offs for the related Monthly Period
(b) The aggregate amount of Class B Investor (pound)_________
Charge-Offs for the related Monthly period
(c) The aggregate amount of Class C Investor (pound)_________
Charge-Offs for the related Monthly period
- 106 -
(d) The aggregate amount of Class A Investor (pound)_________
Charge-Offs reinstated on the related Transfer
Date
(e) The aggregate amount of Class B Investor (pound)_________
Charge-Offs reinstated on the related Transfer
Date
(f) The aggregate amount of Class C Investor (pound)_________
Charge-Offs reinstated on the related Transfer
Date
6. INVESTOR SERVICING FEE
(a) The amount of the Class A Servicing Fee payable (pound)_________
to the Servicer for the related Monthly Period
(b) The amount of the Class B Servicing Fee payable (pound)_________
to the Servicer for the related Monthly Period
(c) The amount of the Class C Servicing Fee payable (pound)_________
to the Servicer for the related Monthly Period
7. INVESTOR CASH MANAGEMENT FEE
(a) The amount of the Class A Cash Management Fee (pound)_________
payable by the Receivables Trustee to the Trust
Cash Manager for the related Monthly Period
(b) The amount of the Class B Cash Management Fee (pound)_________
payable by the Receivables Trustee to the Trust
Cash Manager for the related Monthly Period
(c) The amount of the Class C Cash Management Fee (pound)_________
payable by the Receivables Trustee to the Trust
Cash Manager for the related Monthly Period
8. REALLOCATIONS
The amount of Reallocated Class C Principal Collections (pound)________
with respect to the related Transfer Date
- 107 -
The amount of Reallocated Class B Principal (pound)_________
Collections with respect to the related Transfer
Date
9. AVAILABLE SPREAD ACCOUNT AMOUNT
The amount available to be withdrawn from (pound)_________
the Spread Account as of the close of 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)_________
11. PRINCIPAL FUNDING ACCOUNT
(a) The Principal amount on deposit in the (pound)_________
Principal Funding Account on the related
Transfer Date
(b) The Controlled Accumulation Shortfall with (pound)_________
respect to the related Monthly Period
(c) The Principal Funding Investment Proceeds (pound)_________
credited to the Finance Charge Collections
Ledger on the related Transfer Date
(d) The Principal Funding Investment Proceeds (pound)_________
credited to the Finance Charge Collections
Ledger on the related Transfer Date allocated
to the Series 04-2 Investor Beneficiary and for
the purposes of calculation treated as referable
to Class A
(e) The Principal Funding Investment Proceeds (pound)_________
credited to the Finance Charge Collections
Ledger on the related Transfer Date allocated
to the Series 04-2 Investor Beneficiary and for
the purposes of calculation treated as referable
to Class B
(f) The Principal Funding Investment Proceeds (pound)_________
credited to the Finance Charge Collections
Ledger on the related Transfer Date allocated
to the Series 04-2 Investor Beneficiary and for
the purposes of calculation treated as referable
to Class C
- 108 -
(g) The Principal Funding Investment Shortfall (pound)_________
transferred to the Finance Charge Collections
Ledger on the related Transfer Date
12. AVAILABLE FUNDS
(a) The amount of Class A Available Funds credited (pound)_________
to the Finance Charge Collections Ledger on the
related Transfer Date
(b) The amount of Class B Available Funds credited (pound)_________
to the Finance Charge Collections Ledger on the
related Transfer Date
(c) The amount of Class C Available Funds credited (pound)_________
to the Finance Charge Collections Ledger on the
related Transfer Date
13. COLLECTIONS OF FINANCE CHARGE RECEIVABLES
(a) The aggregate amount of Finance Charge Collections (pound)_________
processed during the related Monthly Period
which were allocated to the Series 04-2
Investor Beneficiary and for the purposes of
calculation treated as referable to Class A
(b) The aggregate amount of Finance Charge Collections (pound)_________
processed during the related Monthly Period
which were allocated to the Series 04-2
Investor Beneficiary and for the purposes of
calculation treated as referable to Class B
(c) The aggregate amount of Finance Charge (pound)_________
Collections processed during the related
Monthly Period which were allocated to the
Series 04-2 Investor Beneficiary and for the
purposes of calculation treated as referable
to Class C
14. ACQUIRED INTERCHANGE
(a) The aggregate amount of Acquired Interchange (pound)_________
allocable to Series 04-2 for the related
Monthly Period
- 109 -
(b) The aggregate amount of Acquired Interchange (pound)_________
allocated to the Series 04-2 Investor
Beneficiary and for the purposes of calculation
treated as referable to Class A for the related
Monthly Period
(c) The aggregate amount of Acquired Interchange (pound)_________
allocated to the Series 04-2 Investor
Beneficiary and for the purposes of calculation
treated as referable to Class B the related Monthly
Period
(d) The aggregate amount of Acquired Interchange (pound)_________
allocated to the Series 04-2 Investor
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
(b) The Portfolio Adjusted Yield ___________%
BARCLAYS BANK PLC
Trust Cash Manager
By: _________________
Name:
Title:
- 110 -
EXHIBIT B FORM OF MONTHLY PAYMENT ADVICE AND NOTIFICATION TO THE RECEIVABLES
TRUSTEE
RECEIVABLES TRUST SERIES 04-2
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 04-2 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 Amount (pound)___________
(ii) accrued and unpaid Class A Trustee (pound)___________
Payment Amounts
2. Pursuant to Clause 5.10(a)(ii):
(i) MTN Issuer Costs Amount (pound)___________
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3. Pursuant to Clause 5.10(a)(iii):
(i) Class A Monthly Finance Amount (pound)___________
(ii) Class A Deficiency Amount (pound)___________
(iii) Class A Additional Finance Amount (pound)___________
4. Pursuant to Clause 5.10(a)(iv):
(i) Monthly Loan Expenses Account (pound)___________
5. Pursuant to Clause 5.10(a)(v):
(i) Class A Servicing Fee; (pound)___________
(ii) Class A Cash Management Fee (pound)___________
(iii) accrued and unpaid Class A Servicing Fee (pound)___________
(iv) accrued and unpaid Class A Cash Management Fee (pound)___________
6. Pursuant to Clause 5.10(a)(vi):
Class A Investor Default Amount (pound)___________
7. Pursuant to Clause 5.10(a)(vii):
Portion of Excess Spread from Class A
Available Funds to be allocated and distribute (pound)___________
set out in Clause 5.09(c) and 5.15
8. Pursuant to Clause 5.10(b)(i):
(v) Class B Trustee Payment Amount (pound)___________
(vi) accrued and unpaid Class B Trustee Payment (pound)___________
Amounts
9. Pursuant to Clause 5.10(b)(ii):
(i) Class B Monthly Finance Amount (pound)___________
(ii) Class B Deficiency Amount (pound)___________
(iii) Class B Additional Finance Amount (pound)___________
10. Pursuant to Clause 5.10(b)(iii):
(i) Class B Servicing Fee (pound)___________
(ii) Class B Cash Management Fee (pound)___________
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(iii) accrued and unpaid Class B Servicing Fee (pound)___________
(iv) accrued and unpaid Class B Cash Management Fee (pound)___________
11. Pursuant to Clause 5.10(b)(iv):
(i) portion of Excess Spread from Class B (pound)___________
Available Funds to be allocated and
distributed as set out in Clause 5.15
12. (i) Pursuant to Clause 5.10(c)(i):
(ii) Class C Trustee Payment (pound)___________
(iii) accrued and unpaid Class C Trustee Payment (pound)___________
13. Pursuant to Clause 5.10(c)(ii):
(i) Class C Servicing Fee (pound)___________
(ii) Class C Cash Management Fee (pound)___________
(iii) Accrued and unpaid Class C Servicing Fee (pound)___________
(iv) Accrued and unpaid Class C Cash Management Fee (pound)___________
14. Pursuant to Clause 5.10(c)(iii):
(i) Portion of Excess Spread from Class C (pound)___________
Available Funds to be allocated and
distributed 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 (pound)___________
Collections
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2. Pursuant to Clause 5.11(a)(ii);
(i) Amount remaining from preceding Monthly (pound)___________
Period to be treated as Investor Cash
Available for Acquisition
3. Pursuant to Clause 5.11(b)(i) or 5.11(b)(ii):
(i) Class A Monthly Principal Amount (pound)___________
4. Pursuant to Clause 5.11(b)(iii) or 5.11(b)(iv):
(ii) Class B Monthly Principal Amount (pound)___________
5. Pursuant to Clause 5.11(b)(v) or 5.11(b)(vi):
(i) Class C Monthly Principal Amount (pound)___________
6. Pursuant to Clause 5.11(b)(vii) or 5.11(viii):
(i) Amount to be treated as Shared Principal (pound)___________
Collections
7. Pursuant to Clause 5.11(b)(ix):
(i) Amount remaining from preceding Monthly (pound)___________
Period to be treated as Investor Cash
Available for Acquisition
(ii) Amount to be paid to the Transferor (pound)___________
Beneficiary
(iii) Unavailable Transferor Principal Collections (pound)___________
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 (pound)___________
Collections and Acquired Interchange allocable to
Series 04-2 credited to the Finance Charge
Collections Ledger for the preceding Monthly Period;
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2. The sum of (i) the Class A Monthly Required (pound)___________
Expense Amount plus (ii) 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 (pound)___________
WITHDRAWAL AMOUNT")
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)[*] 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 04-2
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):
Amount to be deposited into the Series 04-2 (pound)___________
Distribution Account identified for the Series
04-2 Investor Beneficiary and for the purposes of
calculation treated as referable to Class A
2. Pursuant to Clause 5.12(a)(i):
Amount to be deposited into the Series 04-2 (pound)___________
Distribution Account identified for the Series
04-2 Investor Beneficiary and for the purposes of
calculation treated as referable to Class A
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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 04-2 (pound)___________
Distribution Account identified for the
Series 04-2 Investor Beneficiary and for
the purposes of calculation treated as
referable to Class B
2. Pursuant to Clause 5.12(a)(ii):
(i) Amount to be deposited into the Series 04-2 (pound)___________
Distribution Account identified for the
Series 04-2 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 04-2 (pound)___________
Distribution Account identified for the
Series 04-2 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 04-2 (pound)___________
Distribution Account identified for the
Series 04-2 Investor Beneficiary and for
the purposes of calculation treated as
referable to Class C
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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 (pound)___________
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);
(b) an amount equal to the aggregate amount (pound)___________
of Class A Investor Charge-Offs which
have not been 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 (pound)___________
Amount, if any, with respect to such
Transfer Date 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 04-2 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 04-2 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 (pound)___________
by which the Class B Investor Interest
has been reduced below the Class B Initial
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Investor Interest for reasons other
than the payment of principal amounts to
the Series 04-2 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 the Class C Monthly (pound)___________
Finance Amount will be credited to the
Class C Distribution Ledger;
(f) an amount equal to the Class C Deficiency (pound)___________
Amount will be credited to the Class C
Distribution Ledger;
(g) an amount equal to the Class C Additional (pound)___________
Finance Amount will be credited to the Class
C Distribution Ledger;
(h) an amount equal to the aggregate amount (pound)___________
by which the Class C Investor Interest
has been reduced below the Class C Initial
Investor Interest for reasons other than
the payment of principal amounts to the
Series 04-2 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
04-2 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 Class C Investor (pound)___________
Default Amount shall be calculated with
reference to the Series 04-2 Investor
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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 04-2 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 (pound)___________
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 MTN Issuer and deposited
into the Reserve Account;
(k) on any Distribution Date on which the (pound)___________
Available Spread Account Amount is less
than the 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;
(l) an amount equal to the Aggregate (pound)___________
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 Investor Beneficiary and (to the extent
the Series 04-2 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;
(m) an amount equal to the Series 04-2 Extra (pound)___________
Amount for such Transfer Date will be
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allocated to the Investor Beneficiary
and paid into the Series 04-2
Distribution Account whereupon such amount
shall cease to be Trust Property and shall
be owned by the Investor Beneficiary
absolutely; and
(n) the balance, if any, after giving effect to (pound)___________
the payments made pursuant to paragraphs
(a) 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.
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)___________
B. Clause 5.10
(i) the aggregate amount of all accrued (pound)___________
and unpaid Investor Servicing Fees
(ii) the aggregate amount of all accrued and unpaid (pound)___________
Investor Cash Management Fees
C. Clause 5.13
The aggregate amount of all unreimbursed (pound)___________
Investor Charge-Offs
D. Clause 5.14
The aggregate amount of all accrued and unpaid (pound)___________
Aggregate Investor Indemnity Amounts allocable to
Series 04-2
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IN WITNESS WHEREOF, the undersigned has duly executed this certificate this [ ]
day of [ ], [ ]
BARCLAYS BANK PLC
By:_______________________
Name:
Title:
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EXHIBIT C SCHEDULE TO EXHIBIT B
MONTHLY SERVICER'S REPORT
MONTHLY PERIOD ENDING [ ]
RECEIVABLES TRUST SERIES 04-2
1. The aggregate amount of the Investor Percentage (pound)___________
of Principal Collections
2. The aggregate amount of the Investor Percentage (pound)___________
of Finance Charge Collections
[3. The aggregate amount of the Investor Percentage of (pound)___________
Annual Membership Fees]
4. The aggregate amount of the Investor Percentage of (pound)___________
Acquired Interchange
5. The aggregate amount of funds credited to the
Finance Charge Collections Ledger allocable to
Series 04-2
6. The aggregate amount of funds credited to the (pound)___________
Principal Collections Ledger allocable to Series
04-2
7. The aggregate amount of funds credited to the (pound)___________
Principal Collections Ledger calculated as
Investor Cash Available for Acquisition for
Series 04-2 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 (pound)___________
Finance Charge Collections Ledger and paid
to the Spread Account pursuant to Clause 5.15(f)
9. The excess, if any, of the Required Spread Amount (pound)___________
over the Available Spread Amount
10. The aggregate amount to be withdrawn from the (pound)___________
Spread Account and paid on behalf of Series
04-2 in accordance with Clause 5.19(b)(iv)(A)
11. The Available Spread Amount on the Transfer Date (pound)___________
of the current calendar month, after giving effect
to the deposits and withdrawals specified above,
is equal to
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12. The amount of interest payable in respect of
Related Debt by the Series 04-2 Investor
Beneficiary and for the purposes of calculation
treated as referable to:
(i) Class A (pound)___________
(ii) Class B (pound)___________
(iii) Class C (pound)___________
13. The amount of principal payable in respect of
Related Debt by the Series 04-2 Investor
Beneficiary and for the purposes of calculation
treated as referable to:
(i) Class A (pound)___________
(ii) Class B (pound)___________
(iii) Class C (pound)___________
14. The sum of all amounts payable in respect of
Related Debt to the Series 04-2 Investor
Beneficiary and for the purposes of calculation
treated as referable to:
(i) Class A (pound)___________
(ii) Class B (pound)___________
(iii) Class C (pound)___________
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
10 Upper Bank Street
London E14 5JJ
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 02-1 INVESTOR BENEFICIARY, SERIES 03-1 INVESTOR BENEFICIARY,
SERIES 03-2 INVESTOR BENEFICIARY, SERIES 03-3 INVESTOR BENEFICIARY, SERIES 04-1
INVESTOR BENEFICIARY AND SERIES 04-2 INVESTOR BENEFICIARY
EXECUTED AS A DEED BY )
BARCLAYCARD FUNDING PLC )
)
)
in the presence of:
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