EXHIBIT 4.2
CLIFFORD LIMITED LIABILITY PARTNERSHIP
CHANGE
Dated [*] June 2005
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, Series 04-2 Investor
Beneficiary and Series 05-1 Investor Beneficiary
------------------------------------------------------
SERIES 05-1 SUPPLEMENT
DATED [*] JUNE 2005
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 05-1 Investor Beneficiary................................5
Consent Of Existing Beneficiaries............................................11
Declaration Of Receivables Trustee...........................................12
PART 3.......................................................................14
UNDERTAKINGS AND AGREEMENTS..................................................14
Undertaking By The Transferor As To Periodic Finance Charges And Other Fees..14
Undertakings By Barclays Bank Plc............................................14
Agreements Of The Investor Beneficiary.......................................16
Negative Covenants Of The Investor Beneficiary...............................20
PART 4.......................................................................22
MISCELLANEOUS................................................................22
Governing Law And Jurisdiction...............................................22
Notices......................................................................22
Severability Of Provisions...................................................23
Further Assurances...........................................................23
No Waiver; Cumulative Remedies...............................................23
Counterparts.................................................................24
Contract (Rights Of Third Parties) Act.......................................24
THE SCHEDULE.................................................................25
SUPPLEMENT TO THE TRUST AND CASH MANAGEMENT AGREEMENT........................25
PART 1.......................................................................25
Definitions..................................................................25
PART 2.......................................................................51
Servicing Compensation And Allocation Of Acquired Interchange................51
PART 3.......................................................................53
Trust Cash Management Compensation And Allocation Of Acquired Interchange....53
PART 4.......................................................................55
Trustee Payment Amount.......................................................55
PART 5.......................................................................57
Addition To Clause 5 Of The Trust And Cash Management Agreement..............57
5.04 Rights Of Additional Beneficiary To Collections.......................57
5.05 Allocations...........................................................57
5.06 Investor Cash Available For Acquisition...............................63
5.07 Determination Of Monthly Required Expense Amounts.....................66
5.08 Determination Of Monthly Principal Amounts............................69
5.09 Coverage Of Required Amount...........................................71
5.10 Payments Of Amounts Representing Finance Charge Collections...........73
5.11 Payments Of Amounts Representing Available Investor Principal
Collections...........................................................78
5.12 Payment Of Investor Finance Amounts...................................83
5.13 Investor Charge-Offs..................................................85
5.14 Investor Indemnity Amount.............................................87
5.15 Excess Spread.........................................................87
5.16 Reallocated Class C Principal Collections.............................90
5.17 Reallocated Class B Principal Collections.............................91
5.18 Shared Principal Collections..........................................91
5.19 Spread Account........................................................93
5.20 Principal Funding Account Third Parties...............................96
5.21 Distribution Ledgers..................................................98
5.23 Reserve Account.......................................................99
PART 6......................................................................102
Monthly Statement To Series 05-1............................................102
PART 7......................................................................104
Series 05-1 Pay Out Events..................................................104
EXHIBITS TO THE SCHEDULE....................................................106
EXHIBIT A-1 FORM OF CERTIFICATE.............................................106
EXHIBIT A FORM OF MONTHLY STATEMENT.........................................108
EXHIBIT B FORM OF MONTHLY PAYMENT ADVICE AND NOTIFICATION TO THE
RECEIVABLES TRUSTEE..................................................117
EXHIBIT C SCHEDULE TO EXHIBIT B.............................................128
THIS SERIES 05-1 SUPPLEMENT, is made on [*] June 2005 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 05-1 (in
respect of the Series 05-1 Investor Interest, as defined herein, the
"SERIES 05-1 INVESTOR BENEFICIARY"; 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");
Investor Beneficiary for Series 03-1 (in respect of the Series 03-1
Investor Interest, as defined herein, the "SERIES 03-1 INVESTOR
BENEFICIARY"); Investor Beneficiary for Series 02-1 (in respect of the
Series 02-1 Investor Interest, as defined herein, 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 become the Series 03-3 Investor Beneficiary, contributed to the
Receivables Trust on 11 March 2004 and became the Series 04-1 Investor
Beneficiary, contributed to the Receivables Trust on 23 November 2004
and became the Series 04-2 Investor Beneficiary, and now intends to
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become the Series 05-1 Investor Beneficiary of the Receivables Trust
pursuant to an Acquisition in accordance with Clause 4 of the Trust and
Cash Management Agreement, in the manner and in the amount set out
herein.
(B) Barclays Bank PLC as Transferor Beneficiary and Excess Interest
Beneficiary and the MTN Issuer as Series 02-1 Investor Beneficiary,
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 (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 05-1 Investor Beneficiary.
(C) The Receivables Trustee intends to supplement and vary the Trust and
Cash Management Agreement in the manner and to the extent set out
herein.
(D) It is intended by the parties hereto that, following the completion of
the transactions contemplated by this Supplement, the MTN Issuer will
become the Series 05-1 Investor Beneficiary of the Receivables Trust as
supplemented and varied in accordance with the provisions hereof and
that the Series 05-1 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 05-1").
(E) It is acknowledged by the parties hereto that the MTN Issuer will issue
the Related Debt (as defined herein) secured on its beneficial
entitlement as Series 05-1 Investor Beneficiary to Gracechurch Card
Funding (No.8) PLC (the "SERIES 05-1 ISSUER") and that the Series 05-1
Issuer will issue the Associated Debt (as defined herein) secured on the
Related Debt acquired by the Series 05-1 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 05-1 only.
2. GENERAL
(a) The headings and the contents pages in this Supplement shall not
affect its interpretation.
(b) Words denoting the singular number only shall include the plural
number also and vice versa; words denoting one gender only shall
include the other gender.
(c) References to Clauses, paragraphs, Exhibits, and Schedules shall,
unless the context requires otherwise, be to clauses, paragraphs,
exhibits and schedules in this Supplement.
(d) Save where the contrary is indicated, any reference in this
Supplement to:
(i) this Supplement or any other agreement or document shall
be construed as a reference to this Supplement, or as the
case may be, such other agreement or document as the same
may have been, or may from time to time be, amended,
varied, novated or supplemented;
(ii) an enactment is a reference to it as already amended and
includes a reference to any repealed enactment which it
may re-enact, with or without amendment, and to any
re-enactment and/or amendment of it;
(iii) a time of day (including opening and closing of business)
shall be construed as a reference to London time.
(e) Save where the context otherwise requires, all sums payable by
any party to any other party pursuant hereto are inclusive of any
VAT which is chargeable on the supply or supplies for which such
sums (or any part thereof) are the whole or part of the
consideration for VAT purposes (irrespective of whether such
supply is or such supplies are made to such first mentioned party
or another person) - in particular, neither the Receivables
Trustee nor Barclaycard Funding PLC shall (unless the contrary is
expressly stated) be obliged to pay any amount in respect
- 3 -
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 05-1 Investor
Beneficiary representing its Investor Interest in the Receivables
Trust, the MTN Issuer will be designated as the Series 05-1
Investor Beneficiary, a Beneficiary of the Receivables Trust on
the Closing Date by way of an Acquisition in accordance with
Clause 4 of the Trust and Cash Management Agreement. The Series
05-1 Investor Beneficiary shall, for all purposes under the Trust
and Cash Management Agreement, as supplemented by this
Supplement, be beneficially entitled to Trust Property in an
amount equal to the Initial Investor Interest being, for the
purpose of calculation only, an amount equal to the Class A1
Initial Investor Interest, the Class A2 Initial Investor
Interest, the Class B Initial Investor Interest and the Class C
Initial Investor Interest together with its associated
proportional entitlement to Finance Charge Receivables and other
Trust Property;
(b) In order for the Acquisition referred to in Clause 3(a) above to
be effected the following amount shall be payable by the Series
05-1 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 05-1 Investor Beneficiary in Trust Property shall be
substantially in the form of Exhibit A to the Schedule;
(d) Series 05-1 shall be included in Group One. Series 05-1 shall not
be subordinated to any other Series.
4. RIGHTS OF THE SERIES 05-1 INVESTOR BENEFICIARY
Following the Acquisition referred to in Clause 3 above, the beneficial
entitlement of the Series 05-1 Investor Beneficiary (the "SERIES 05-1
INVESTOR BENEFICIARY INTEREST"), shall be the aggregate of its
beneficial entitlement referable to Class A1, Class A2, Class B and
Class C, PROVIDED, HOWEVER, notwithstanding the beneficial entitlement
to Trust Property of the Series 05-1 Investor Beneficiary Interest, as
set out below, the Series 05-1 Investor Beneficiary Interest shall be
beneficially entitled to all monies held in any Trust Account from time
to time which are expressly segregated by or on behalf of the
Receivables Trustee (whether by way of separate Trust Account or ledger
entry or otherwise) as allocated to the Series 05-1 Investor Beneficiary
Interest (including, without limitation, monies deposited in the
Principal Funding Account, the Reserve Account and the Spread Account
and monies credited to the Series 05-1 Distribution Account). For the
purposes of determining that part of the Series 05-1 Investor
Beneficiary Interest referable to Class A1, Class A2, Class B and
Class C:
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(a) CLASS A1
(i) The beneficial entitlement of the Series 05-1 Investor
Beneficiary in Trust Property at any time up to and
including the Series 05-1 Termination Date for the
purposes of calculation treated as referable to Class A1
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 05-1 Investor
Beneficiary Interest and for the purposes of
calculation treated as referable to Class A1),
equal to the proportion that the Class A1 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 A1 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 A1 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 A1 Monthly Required Expense Amount plus the
Class A1 Investor Default Amount, plus an amount
equal to the Class A1 Servicing Fee, plus an amount
equal to the Class A1 Cash Management Fee, plus the
amounts allocated to Class A1 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 A1 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 05-1 Investor
Beneficiary Interest and for the purposes of
calculation treated as referable to Class A1.
Without prejudice to sub-paragraphs (A) to (C) above, the
beneficial entitlement of the Series 05-1 Investor
Beneficiary for the purposes of calculation treated as
referable to Class A1 to any other Trust Property at any
time shall be equal to the proportion that the Class A1
Adjusted
- 6 -
Investor Interest bears to the amount of Principal
Receivables which are Eligible Receivables from time to
time assigned or purported to be assigned to the
Receivables Trust PROVIDED, HOWEVER, that the Series 05-1
Investor Beneficiary for the purposes of calculation
treated as referable to Class A1 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 05-1
Investor Beneficiary Interest and for the purposes of
calculation treated as referable to Class A2, 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 05-1)
or certain Classes (not including Class A1, Series 05-1)
within a Series only.
(ii) The beneficial entitlement of the Series 05-1 Investor
Beneficiary in Trust Property for the purpose of
calculation treated as referable to Class A1 shall
terminate on the day immediately following the Series
05-1 Termination Date.
(b) CLASS A2
(i) The beneficial entitlement of the Series 05-1 Investor
Beneficiary in Trust Property at any time up to and
including the Series 05-1 Termination Date for the
purposes of calculation treated as referable to Class A2
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 05-1 Investor
Beneficiary Interest and for the purposes of
calculation treated as referable to Class A2),
equal to the proportion that the Class A2 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 A2 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 A2 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
- 7 -
Class A2 Monthly Required Expense Amount plus the
Class A2 Investor Default Amount, plus an amount
equal to the Class A2 Servicing Fee, plus an amount
equal to the Class A2 Cash Management Fee, plus the
amounts allocated to Class A2 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 A2 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 05-1 Investor
Beneficiary Interest and for the purposes of
calculation treated as referable to Class A2.
Without prejudice to sub-paragraphs (A) to (C) above, the
beneficial entitlement of the Series 05-1 Investor
Beneficiary for the purposes of calculation treated as
referable to Class A2 to any other Trust Property at any
time shall be equal to the proportion that the Class A2
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 05-1
Investor Beneficiary for the purposes of calculation
treated as referable to Class A2 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 05-1
Investor Beneficiary Interest and for the purposes of
calculation treated as referable to Class A1, 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 05-1)
or certain Classes (not including Class A2, Series 05-1)
within a Series only.
(ii) The beneficial entitlement of the Series 05-1 Investor
Beneficiary in Trust Property for the purpose of
calculation treated as referable to Class A2 shall
terminate on the day immediately following the Series 05-1
Termination Date.
(c) CLASS B
(i) The beneficial entitlement of the Series 05-1 Investor
Beneficiary to Trust Property at any time up to and
including the Series 05-1 Termination Date for the
purpose of calculation treated as referable to Class B,
shall be as follows:
(A) in respect of Principal Receivables which are
Eligible Receivables (which shall include Principal
Collections in respect of such
- 8 -
Receivables which represent Trust Property but
shall exclude any amounts deposited in the
Principal Funding Account which are allocated to
the Series 05-1 Investor Beneficiary Interest and
for the purpose of calculation treated as referable
to Class B), equal to the proportion that the Class
B Adjusted Investor Interest bears to the amount of
Principal Receivables which are Eligible
Receivables (which shall include Principal
Collections in respect of such Receivables which
represent Trust Property) from time to time
assigned or purported to be assigned to the
Receivables Trust PROVIDED, HOWEVER, that such
entitlement shall not exceed the Class B Adjusted
Investor Interest at any time;
(B) in respect of Finance Charge Collections with
respect to any Monthly Period, equal to the
proportion that the Class B Floating Allocation
bears to the Investor Percentage of Finance
Charge Collections for such Monthly Period credited
to the Finance Charge Collections Ledger with
respect to such Monthly Period PROVIDED, HOWEVER,
that such entitlement shall not exceed the
aggregate of the Class B Monthly Required Expense
Amount plus the Class B 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 05-1 Investor
Beneficiary Interest in respect of and for the
purposes of calculation treated as referable to
Class B.
Without prejudice to sub-paragraphs (A) to (C) above, the
beneficial entitlement of the Series 05-1 Investor
Beneficiary in respect of Class B to any other Trust
Property at any time shall be equal to the proportion that
the Class B Adjusted Investor Interest bears to the amount
of Principal Receivables which are Eligible Receivables
from time to time assigned or purported to be assigned to
the Receivables Trust PROVIDED, HOWEVER, that the Series
05-1 Investor Beneficiary in respect of Class B shall not
be beneficially entitled to (1) any monies held in any
Trust Account from time to time which are held on separate
trust and expressly segregated by or on behalf of the
Receivables Trustee (whether by way of separate Trust
Account or ledger entry or otherwise) as allocated to the
Series 05-1 Investor Beneficiary Interest and for the
purposes of calculation treated as referable to Class A1,
Class A2 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
05-1) or certain Classes (not including Class B, Series
05-1) within a Series only.
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(ii) The beneficial entitlement of the Series 05-1 Investor
Beneficiary to Trust Property for the purposes of
calculation treated as referable to Class B shall
terminate on the day immediately following the Series
05-1 Termination Date.
(d) CLASS C
(i) The beneficial entitlement of the Series 05-1 Investor
Beneficiary to Trust Property at any time up to and
including the Series 05-1 Termination Date for the
purposes of calculation treated as referable to Class C,
shall be as follows:
(A) in respect of Principal Receivables which are
Eligible Receivables (which shall include Principal
Collections in respect of such Receivables which
represent Trust Property but shall exclude any
amounts deposited in the Principal Funding Account
which are allocated to the Series 05-1 Investor
Beneficiary and for the purposes of calculation
treated as referable to Class C), equal to the
proportion that the Class C Adjusted Investor
Interest bears to the 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 05-1 Investor eneficiary 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 05-1 Investor
Beneficiary Interest and for the purposes of
calculation treated as referable to Class C.
- 10 -
Without prejudice to paragraphs (A) to (C) above, the
beneficial entitlement of the Series 05-1 Investor
Beneficiary in respect of Class C to any other Trust
Property at any time shall be equal to the proportion that
the Class C Adjusted Investor Interest bears to the amount
of Principal Receivables which are Eligible Receivables
from time to time assigned or purported to be assigned to
the Receivables Trust PROVIDED, HOWEVER, that the Series
05-1 Investor Beneficiary in respect of Class C shall not
be beneficially entitled to (1) any monies held in any
Trust Account from time to time which are held on separate
trust and expressly segregated by or on behalf of the
Receivables Trustee (whether by way of separate Trust
Account or ledger entry or otherwise) as allocated to the
Series 05-1 Investor Beneficiary Interest for the purposes
of calculation treated as referable to Class A1, Class A2
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 05-1)
or certain Classes (not including Class C, Series 05-1)
within a Series only.
(ii) The beneficial entitlement of the Series 05-1 Investor
Beneficiary to Trust Property for the purposes of
calculation treated as referable to Class C shall
terminate on the day immediately following the Series 05-1
Termination Date.
5. CONSENT OF EXISTING BENEFICIARIES
(a) Barclays Bank PLC, as the Transferor Beneficiary and Excess
Interest Beneficiary and the MTN Issuer as Series 02-1 Investor
Beneficiary, 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
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 05-1 Investor Beneficiary pursuant to the
terms of Clause 4 of the Trust and Cash Management Agreement and
the provisions of this Supplement upon contribution of the amount
referred to in Clause 3(b) above and the issue of a duly executed
and authenticated Investor Certificate;
(b) Barclays Bank PLC hereby consents to the creation by the MTN
Issuer of an Encumbrance over its beneficial entitlement in the
Receivables Trust in respect of Series 05-1 pursuant to the
Security Trust Deed and MTN Cash Management Agreement executed in
connection with the Related Debt as contemplated in the
Prospectus; and
(c) Barclays Bank PLC hereby consents to the creation by the Series
05-1 Issuer of an Encumbrance over its rights as a secured party
in respect of the Related Debt relating to the beneficial
entitlement of the MTN Issuer in the Receivables Trust in respect
of Series 05-1 pursuant to the deed of charge executed by the
Series 05-1 Issuer in connection with the Associated Debt as
contemplated in the Series 05-1 Associated Debt Prospectus.
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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 05-1 Investor
Beneficiary, with effect from the payment of the amounts referred to in
Clause 3(b) above and the issue of a duly executed and authenticated
Investor Certificate on the Closing Date or such other date as specified
(and for the avoidance of doubt such time shall be prior to the
undertaking of calculations and allocations of Trust Property by the
Trust Cash Manager on the Closing Date), (ii) the Trust and Cash
Management Agreement shall be supplemented and varied in the manner and
to the extent set out below and the Trust and Cash Management Agreement
shall from such time on the Closing Date be read and construed for all
purposes as supplemented and varied as set out in the Schedule to this
Supplement and the Receivables Trust shall be supplemented and varied
accordingly:
(a) Clause 1 of the Trust and Cash Management Agreement shall be
supplemented and varied with respect to the MTN Issuer in its
capacity as Investor Beneficiary by the addition of the
definitions set out in Part 1 of the Schedule to 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
05-1. 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 05-1 and no other Series;
(b) for the purposes of Clause 4.4 of the Trust and Cash Management
Agreement in respect of Series 05-1, the amounts referred to in
Clause 3(b) above shall be allocated to Series 05-1 on the
Closing Date by depositing the amount set out in Clause 3(b)
above in the Trustee Acquisition Account and which amount so
deposited shall constitute Investor Cash Available for
Acquisition on the Closing Date;
(c) for the purpose of clause 5.2(c) of the Declaration of Trust and
Trust Cash Management Agreement, from the date of 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 05-1, the share of the
Investor Cash Management Fee payable by the Receivables Trustee
to the Trust Cash Manager which is to be met from payments made
to the Receivables Trustee by Series 05-1 shall as
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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 05-1, the share of the Investor
Servicing Fee payable by the Investor Beneficiaries to the
Servicer which is to be met from payments to the Servicer by
Series 05-1 shall be calculated, allocated and paid to the
Investor Beneficiaries in the manner set out in Part 2 of the
Schedule;
(f) the amount of Acquired Interchange allocable to Series 05-1 shall
be allocated and utilised in the manner set out in Part 2 of the
Schedule;
(g) for the purposes of Clause 7.15(b) of the Trust and Cash
Management Agreement in respect of Series 05-1, the amount of the
Aggregate Trustee Payment Amount payable by the Series 05-1
Investor Beneficiary in respect of Series 05-1 shall as provided
in Clause 9(f) be calculated, allocated and paid in the manner
set out in Part 4 of the Schedule;
(h) for the purposes of Clause 5 of the Trust and Cash Management
Agreement in respect of Series 05-1, 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 05-1;
(i) for the purposes of Clause 9.5(b) of the Trust and Cash
Management Agreement a Monthly Trust Cash Manager's Report
relating to Series 05-1 shall be provided to the Receivables
Trustee and the MTN Issuer, as Series 05-1 Investor Beneficiary,
in the manner set out in Part 6 of the Schedule; and
(j) for the purposes of Clause 6.2 of the Trust and Cash Management
Agreement, the Series Pay Out Events applicable to Series 05-1
shall be the Series 05-1 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.
(c) VAT DE-GROUPING
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(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
(B) use its reasonable endeavours to secure that such
application is (and remains) granted.
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(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 05-1 INVESTOR BENEFICIARY
(a) USE OF TRUST PROPERTY BY RECEIVABLES TRUSTEE
(i) The Series 05-1 Investor Beneficiary acknowledges and
agrees that the Receivables Trustee or any successor
trustee shall utilise Trust Property allocated to the
Series 05-1 Investor Beneficiary in making payments for
Receivables and otherwise in operating the Receivables
Trust on the terms and subject to the conditions of the
Trust and Cash Management Agreement and that the Series
05-1 Investor Beneficiary shall not be entitled to receive
any distribution of Trust Property including any payments
of monies, except to the extent and in the circumstances
set out in the Trust and Cash Management Agreement and
this Supplement.
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(ii) For the purposes of calculation only and for so long as
the MTN Issuer is the Series 05-1 Investor Beneficiary, it
is hereby agreed and acknowledged that for the purposes of
Clauses 5.16 and 5.17 of the Schedule, amounts allocated
to the MTN Issuer as the Series 05-1 Investor Beneficiary
and for the purposes of calculation treated as being
referable to a particular Class of the Related Debt may be
treated for the purpose of calculation only, as being
reallocated to another Class and that the Schedule,
including, in particular but without limitation, Clauses
5.16 and 5.17 shall be read and construed accordingly.
For the avoidance of doubt, nothing in this Supplement or
the Schedule shall be construed as resulting in a
reallocation of beneficial entitlement between
Beneficiaries of the Receivables Trust.
(b) NON-PETITION
The Series 05-1 Investor Beneficiary hereby undertakes to the
Receivables Trustee (and any successor trustee) for itself and as
trustee for each other Beneficiary that it will not take any
corporate action or other steps or legal proceedings for the
winding up, dissolution or re-organisation or for the appointment
of a receiver, administrator, administrative receiver, trustee,
liquidator, sequestrator or similar officer of any Investor
Beneficiary (unless such Investor Beneficiary specifies otherwise
in any related Supplement), the Receivables Trustee (or any
successor trustee) or the Receivables Trust or of any or all of
the revenues and assets of any of them nor participate in any ex
parte proceedings nor seek to enforce any judgment against any
such Persons.
(c) DISPOSALS
(i) The Series 05-1 Investor Beneficiary undertakes to the
Receivables Trustee for the benefit of itself and as
trustee for each other Beneficiary that it will not make
any Disposal or create or grant any Encumbrance in respect
of its beneficial entitlement in the Receivables Trust,
except in accordance with Clause 3.7 of the Trust and Cash
Management Agreement and acknowledges that any attempt to
do so shall be void;
(ii) without prejudice to the generality of Clause 9(c)(i)
above, the MTN Issuer hereby undertakes to the Receivables
Trustee for the benefit of itself and as trustee for each
other Beneficiary that it will not make any Disposal or
create or grant any Encumbrance in respect of any of the
Related Debt if the effect of any such Disposal or
Encumbrance could result in the Investor Interest being
beneficially held by or charged to different persons and
acknowledges that any attempt to do so shall be void.
(d) TAX
(i) The MTN Issuer hereby confirms that upon becoming the
Series 05-1 Investor Beneficiary it is beneficially
entitled to the interest payable by the Obligors and is
within the charge to corporation tax in respect of such
- 17 -
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 05-1 Investor Beneficiary hereby undertakes to the
Receivables Trustee for the benefit of itself and as trustee for
each other Beneficiary that it will pay to the Receivables
Trustee from its own resources an amount equal to the portion of
the Trust Cash Management Fee payable by the Receivables Trustee
to the Trust Cash Manager pursuant to Clause 9.2(a) of the Trust
and Cash Management Agreement to be met by the Receivables
Trustee from payments to be made by the Beneficiaries to the
Receivables Trustee in the circumstances and in the manner set
out in Part 3 of the Schedule. The amount of any such payment to
be made by the Series 05-1 Investor Beneficiary to the
Receivables Trustee shall not exceed an amount equal to the
amount of monies available for such purpose as set out in Part 3
of the Schedule. In the event the Series 05-1 Investor
Beneficiary does not make such payment from other sources, the
Receivables Trustee shall be entitled to be indemnified by the
Beneficiaries for such non-payment from the Trust Property
allocated to the Beneficiaries to the extent of monies available
for such purpose as set out in Part 3 of the Schedule. Any amount
payable under this Clause 9(e) shall be inclusive of VAT thereon,
if applicable.
(f) INVESTOR TRUSTEE PAYMENT AMOUNT
The Series 05-1 Investor Beneficiary hereby undertakes to the
Receivables Trustee (by way of a contractual obligation owed by
the Series 05-1 Investor Beneficiary to the Receivables Trustee,
no other person and not as part of the terms of the Receivables
Trust) that it will pay to the Receivables Trustee an amount
equal to the portion of the Aggregate Trustee Payment Amount
payable pursuant to Clause 7.16(b) of the Trust and Cash
Management Agreement to be met by the Beneficiaries in the
circumstances and in the manner set out in Part 4 of the
Schedule. The amount of any such payment to be made by the
Beneficiaries to the Receivables Trustee shall not exceed an
amount equal to the amount of monies available for such purpose
as set out in Part 4 of the Schedule. In the event the
Beneficiaries do not make such payment from other sources, the
Receivables Trustee shall be entitled to be indemnified for such
non-payment from the Trust Property allocated to the
Beneficiaries to the extent
- 18 -
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 05-1 Investor Beneficiary consents and confirms as a
Beneficiary of the Receivables Trust that, subject to Clause
4.3(b) of the Trust and Cash Management Agreement and the prior
written consent of each of the Beneficiaries of the Receivables
Trust (including the Series 02-1 Investor Beneficiary, the Series
03-1 Investor Beneficiary, the Series 03-2 Investor Beneficiary,
the Series 03-3 Investor Beneficiary, the Series 04-1 Investor
Beneficiary, and the Series 04-2 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 05-1 Investor Beneficiary hereby undertakes to
the Receivables Trustee (by way of a contractual
obligation owed by the Series 05-1 Investor Beneficiary to
the Receivables Trustee and to no other person and not as
part of the terms of the Receivables Trust) that it will
pay to the Receivables Trustee an amount equal to the
Aggregate Investor Indemnity Amount. The amount of any
such payment to be made by the Series 05-1 Investor
Beneficiary to the Receivables Trustee shall not exceed an
amount equal to the amount of monies available for such
purpose as set out in Clause 5.15(l) of the Schedule;
(ii) It is acknowledged and agreed by each of the parties
hereto that to the extent that the Series 05-1 Investor
Beneficiary makes payment to the Receivables Trustee to
enable it to make payment to the Transferor from other
sources in respect of the amount referred to it in Clause
9(h)(i) above, such payment shall be treated as
discharging pro tanto the obligations referred to in
Clause 9(h)(i) above and that an amount shall be
distributed to the Series 05-1 Investor Beneficiary in
respect of Class A1 and Class A2 equal to the amount of
such payment contemplated in Clause 5.14 of the Schedule.
(i) LIMITED RECOURSE
The Series 05-1 Investor Beneficiary hereby undertakes to the
Receivables Trustee (or any successor trustee) for itself and as
trustee for each other 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
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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 05-1 INVESTOR BENEFICIARY
The Series 05-1 Investor Beneficiary shall not, save to the extent
permitted by the Series 05-1 Relevant Documents (as defined below) or
with the prior written consent of the Transferor Beneficiary in respect
of any future Series:
(a) create or permit to subsist any Encumbrance including, without
limitation, anything analogous to any of the foregoing under the
laws of any jurisdiction upon the whole or any part of its
present or future undertaking, assets or revenues (including
uncalled capital);
(b) carry on any business other than as described in the Series 05-1
Associated Debt Prospectus and in respect of that business shall
not engage in any activity or do anything whatsoever except:
(i) preserve and/or exercise and/or enforce any of its rights
and perform and observe its obligations under the Related
Debt, the Trust and Cash Management Agreement, the Series
05-1 Supplement and any mandate regarding the Series 05-1
Distribution Account and the Security Trust Deed and MTN
Cash Management Agreement (as each of such terms are
defined in the Series 05-1 Associated Debt Prospectus),
(all of such documents, together with the Prospectus, the
"SERIES 05-1 RELEVANT DOCUMENTS");
(ii) use, invest or dispose of any of its property or assets in
the manner provided in or contemplated by the Series 05-1
Relevant Documents; and
(iii) perform any act incidental to or necessary in connection
with (i) or (ii) above;
(c) have or form, or cause to be formed, any subsidiary, subsidiary
undertakings or undertakings of any other nature or have any
employees or premises or have an interest in any bank account
other than Trust Accounts and the Series 05-1 Distribution
Account;
(d) create, incur or suffer to exist any indebtedness (other than
indebtedness permitted to be incurred under the terms of its
articles of association and
- 20 -
pursuant to or as contemplated in any of the Series 05-1 Relevant
Documents) or give any guarantee in respect of any obligation of
any Person;
(e) repurchase any shares or declare or, to the extent permitted by
law, pay any dividend or other distribution to its shareholders;
(f) consolidate with or merge with or into any person or on a
voluntary basis enter into an administration or any form or
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 05-1 Relevant
Documents, without the prior written consent of the Security
Trustee (and, in the case of the calculation of interest and
determination of any interest period for the purposes of the
Related Debt, the Transferor Beneficiary and in the case of the
Trust and Cash Management Agreement and the Series 05-1
Supplement, each of the Beneficiaries of the Receivables Trust;
and
(h) offer to surrender to any company any amounts which are available
for surrender by way of group relief.
- 21 -
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 Spplement, and, for such purposes, irrevocably
submits to the exclusive jurisdiction of such courts.
(ii) Each party hereto irrevocably waives any objection which
it might now or hereafter have to the courts of England
referred to above being nominated as the forum to hear and
determine any suit, action or proceeding, and to settle
any disputes, which may arise out of or in connection with
this Supplement and agrees not to claim that any such
court is not a convenient or appropriate forum.
(iii) Each party hereto (if it is not incorporated in England)
irrevocably appoints the person specified against its name
on the execution pages hereto to accept service of any
process on its behalf and further undertakes to the other
parties hereto that it will at all times during the
continuance of this Supplement maintain the appointment of
some person in England as its agent for the service of
process and irrevocably agrees that service of any writ,
notice or other document for the purposes of any suit,
action or proceeding in the courts of England shall be
duly served upon it if delivered or sent by registered
post to the address of such appointee (or to such other
address in England as that party may notify to the other
parties hereto).
12. NOTICES
(a) Unless otherwise stated herein, each communication or notice to
be made hereunder shall be made in writing and may be made by fax
or letter.
(b) Any communication, notice or document to be made or delivered by
any one person to another pursuant to this Supplement shall
(unless that other person has
- 22 -
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 05-1 Investor Beneficiary in the Receivables Trust.
14. FURTHER ASSURANCES
Each of Barclays Bank PLC and the MTN Issuer agrees, in whatever
capacity hereunder, to do and perform, from time to time, any and all
acts and to execute any and all further instruments required or
reasonably requested by the Receivables Trustee more fully to effect the
purposes of this Supplement.
15. NO WAIVER; CUMULATIVE REMEDIES
No failure to exercise and no delay in exercising, on the part of any of
the parties hereto, any right, remedy, power or privilege hereunder,
shall operate as a waiver thereof, nor
- 23 -
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, Series 04-2 Investor Beneficiary
and Series 05-1 Investor Beneficiary) have caused this Supplement to be duly
executed and delivered by their duly authorised representatives as a deed on
the day and year first above written.
- 24 -
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 A1 Adjusted Investor
Interest and (b) the Class A2 Adjusted Investor Interest and (c) the Class B
Adjusted Investor Interest and (d) 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 A1 Associated Debt, the Class
A2 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 A1 Required Amount or the Class A2 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 A1 Required Amount or the Class A2 Required Amount; PLUS
(e) the amount of Shared Principal Collections with respect to Group One
that are allocated to Series 05-1 in accordance with Clause 5.18(c);
PLUS
- 25 -
(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 ADJUSTED INVESTOR INTEREST" means the Class A1 Adjusted Investor
Interest and the Class A2 Adjusted Investor Interest;
"CLASS A AVAILABLE FUNDS" means the Class A1 Available Funds and the Class A2
Available Funds;
"CLASS A FLOATING ALLOCATION" shall mean an amount equal to the aggregate of
the Class A1 Floating Allocation and the Class A2 Floating Allocation;
"CLASS A INVESTOR CHARGE-OFF" shall have the meaning specified in Clause
5.13(a)(iii);
"CLASS A INVESTOR INTEREST" means the Class A1 Investor Interest and the Class
A2 Investor Interest;
"CLASS A REQUIRED AMOUNT" shall have the meaning specified in Clause
5.09(a)(3);
"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 mean an amount equal to the aggregate of
the Class A1 Trustee Payment Amount and the Class A2 Trustee Payment Amount;
"CLASS A1" shall mean for calculation purposes, the portion of the Related Debt
treated as referable to the Class A1 Associated Debt;
"CLASS A1 ADDITIONAL FINANCE AMOUNT" shall have the meaning specified in Clause
5.07(a)(iii);
"CLASS A1 ADJUSTED INVESTOR INTEREST" shall mean, with respect to any date of
determination, an amount equal to the Class A1 Investor Interest MINUS that
portion of the Principal Funding
- 26 -
Account Balance allocated to the Series 05-1 Investor Beneficiary and for the
purposes of calculation treated as referable to Class A1 (in an amount not to
exceed the Class A1 Investor Interest) on such date of determination;
"CLASS A1 ASSOCIATED DEBT" means the $[*] Class A1 Asset Backed Floating Rate
Notes due 2008 constituted by a trust deed dated [*] June 2005 between the
Series 05-1 Issuer and The Bank of New York;
"CLASS A1 AVAILABLE FUNDS" shall mean, with respect to any Monthly Period, an
amount equal to the sum of:
(a) the Class A1 Floating Allocation of Finance Charge Collections allocated
to Series 05-1;
(b) the Class A1 Floating Allocation of amounts with respect to Acquired
Interchange allocated to Series 05-1 and credited to the Finance Charge
Collections Ledger for such Monthly Period (or to be credited to the
Finance Charge Collections Ledger on the related Transfer Date with
respect to the preceding Monthly Period) pursuant to the Trust and Cash
Management Agreement;
(c) with respect to any Monthly Period during the Controlled Accumulation
Period prior to the payment in full of the Class A1 Investor Interest,
the Principal Funding Investment Proceeds pursuant to Clause
5.20(b)(iii) (up to a maximum amount equal to the Class A1 Covered
Amount), if any, with respect to the related Transfer Date; and
(d) amounts allocated to the Series 05-1 Investor Beneficiary and for the
purposes of calculation treated as referable to Class A1, 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 A1 CASH MANAGEMENT FEE" means any Trust Cash Management Fee to be paid
by the Receivables Trustee allocated to the Series 05-1 Investor Beneficiary
and for the purposes of calculation treated as referable to Class A1 pursuant
to paragraph (b)(i) of Part 3 of this Schedule;
"CLASS A1 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 A1 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
A1 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 A1 DEBT AMOUNT" means, with respect to any date of determination, an
amount equal to the Class A1 Initial Investor Interest MINUS the aggregate
amount of principal payments made to the Series 05-1 Investor Beneficiary
Interest for the purposes of calculation treated as referable to Class A1
PROVIDED, HOWEVER, that upon the Series 05-1 Termination Date, the Class A1
Debt Amount shall be an amount equal to zero;
- 27 -
"CLASS A1 DEFICIENCY AMOUNT" shall mean, in respect of any Transfer Date, an
amount equal to the excess, if any, of the Class A1 Monthly Required Expense
Amount as of the prior Transfer Date (disregarding for this purpose the Class
A1 Trustee Payment Amount and the MTN Issuer Costs Amount) over the amounts
actually credited to the Class A1 Distribution Ledger for the payment of such
amount in accordance with Clause 5.10(a)(iii);
"CLASS A1 DISTRIBUTION LEDGER" shall have the meaning specified in
Clause 5.21(a)(i);
"CLASS A1 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
August, November, February and May) 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 A1 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 A1 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 A1 FLOATING ALLOCATION" shall mean, with respect to any Monthly Period,
the percentage equivalent of a fraction, the numerator of which is the Class A1
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 A1 Floating
Allocation shall mean the percentage equivalent of a fraction, the numerator of
which is the Class A1 Initial Investor Interest and the denominator of which is
the Initial Investor Interest;
"CLASS A1 INITIAL INVESTOR INTEREST" shall mean the aggregate initial principal
amount of beneficial entitlement to the Receivables Trust of the Series 05-1
Investor Beneficiary for the purposes of calculation treated as referable to
Class A1 pursuant to Clause 4(a)(i) of the Series 05-1 Supplement, which is the
sterling equivalent of US$[*] as determined using the fixed exchange rate
specified in the Class A1 Dollar Swap Agreement;
"CLASS A1 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 A1
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 A1 Fixed Allocation;
"CLASS A1 INVESTOR CHARGE-OFF" shall have the meaning specified in
Clause 5.13(a)(iii);
"CLASS A1 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 A1 Floating Allocation
applicable for the related Monthly Period;
- 28 -
"CLASS A1 INVESTOR INTEREST" shall mean, on any date of determination, a
principal amount equal to:
(a) the Class A1 Initial Investor Interest, MINUS
(b) the aggregate amount of principal payments made to the Series 05-1
Investor Beneficiary for the purposes of calculation treated as
referable to Class A1 from Trust Property (with the effect that the
amount of principal beneficial entitlement of the Series 05-1 Investor
Beneficiary in the Receivables Trust for the purposes of calculation
treated as referable to Class A1 is reduced) prior to such date MINUS
(c) the excess, if any, of the aggregate amount of Class A1 Investor
Charge-Offs pursuant to Clause 5.13(a)(iii) over Class A1 Investor
Charge-Offs reinstated pursuant to Clause 5.15(b) prior to such date of
determination,
PROVIDED, HOWEVER, that the Class A1 Investor Interest may not be reduced below
zero;
"CLASS A1 MONTHLY FINANCE AMOUNT" shall have the meaning specified in
Clause 5.07(a)(iii);
"CLASS A1 MONTHLY PRINCIPAL AMOUNT" shall mean the monthly amount representing
Principal Collections referable to Class A1 as calculated in accordance with
Clause 5.08(a);
"CLASS A1 MONTHLY REQUIRED EXPENSE AMOUNT" shall mean in respect of each
Monthly Period the amount as calculated in accordance with Clause 5.07(a);
"CLASS A1 REQUIRED AMOUNT" shall have the meaning specified in
Clause 5.09(a)(1);
"CLASS A1 SCHEDULED REDEMPTION DATE" shall mean the Series 05-1 Scheduled
Redemption Date;
"CLASS A1 SERVICING FEE" shall have the meaning specified in paragraph (a)(ii)
of Part 2 of the Schedule;
"CLASS A1 TRUSTEE PAYMENT AMOUNT" shall have the meaning specified in paragraph
(a)(ii) of Part 4 of the Schedule;
"CLASS A2" shall mean for calculation purposes, the portion of the Related Debt
treated as referable to the Class A2 Associated Debt;
"CLASS A2 ADDITIONAL FINANCE AMOUNT" shall have the meaning specified in
Clause 5.07(b)(v);
"CLASS A2 ADJUSTED INVESTOR INTEREST" shall mean, with respect to any date of
determination, an amount equal to the Class A2 Investor Interest MINUS that
portion of the Principal Funding Account Balance allocated to the Series 05-1
Investor Beneficiary and for the purposes of calculation treated as referable
to Class A2 (in an amount not to exceed the Class A2 Investor Interest) on such
date of determination;
"CLASS A2 ASSOCIATED DEBT" means the $[*] Class A2 Asset Backed Fixed Rate
Notes due 2008 constituted by a trust deed dated [*] June 2005 between the
Series 05-1 Issuer and The Bank of New York;
- 29 -
"CLASS A2 AVAILABLE FUNDS" shall mean, with respect to any Monthly Period, an
amount equal to the sum of:
(a) the Class A2 Floating Allocation of Finance Charge Collections allocated
to Series 05-1;
(b) the Class A2 Floating Allocation of amounts with respect to Acquired
Interchange allocated to Series 05-1 and credited to the Finance Charge
Collections Ledger for such Monthly Period (or to be credited to the
Finance Charge Collections Ledger on the related Transfer Date with
respect to the preceding Monthly Period) pursuant to the Trust and Cash
Management Agreement;
(c) with respect to any Monthly Period during the Controlled Accumulation
Period prior to the payment in full of the Class A2 Investor Interest,
the Principal Funding Investment Proceeds pursuant to
Clause 5.20(b)(iii) (up to a maximum amount equal to the Class A2
Covered Amount), if any, with respect to the related Transfer Date; and
(d) amounts allocated to the Series 05-1 Investor Beneficiary and for the
purposes of calculation treated as referable to Class A2, 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 A2 CASH MANAGEMENT FEE" means any Trust Cash Management Fee to be paid
by the Receivables Trustee allocated to the Series 05-1 Investor Beneficiary
and for the purposes of calculation treated as referable to Class A2 pursuant
to paragraph (b)(i) of Part 3 of this Schedule;
"CLASS A2 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 A2 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 A2 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 A2 DEBT AMOUNT" means, with respect to any date of determination, an
amount equal to the Class A2 Initial Investor Interest MINUS the aggregate
amount of principal payments made to the Series 05-1 Investor Beneficiary
Interest for the purposes of calculation treated as referable to Class A2
PROVIDED, HOWEVER, that upon the Series 05-1 Termination Date, the Class A2
Debt Amount shall be an amount equal to zero;
"CLASS A2 DEFICIENCY AMOUNT" shall mean, in respect of any Transfer Date, an
amount equal to the excess, if any, of the Class A2 Monthly Required Expense
Amount as of the prior Transfer Date (disregarding for this purpose the
Class A2 Trustee Payment Amount and the MTN Issuer Costs Amount) over the
amounts actually credited to the Class A2 Distribution Ledger for the payment
of such amount in accordance with Clause 5.10(a)(iii);
"CLASS A2 DISTRIBUTION LEDGER" shall have the meaning specified in
Clause 5.21(a)(i);
- 30 -
"CLASS A2 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
August, November, February and May) 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 A2 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 A2 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 A2 FLOATING ALLOCATION" shall mean, with respect to any Monthly Period,
the percentage equivalent of a fraction, the numerator of which is the Class A2
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 A2 Floating
Allocation shall mean the percentage equivalent of a fraction, the numerator
of which is the Class A2 Initial Investor Interest and the denominator of which
is the Initial Investor Interest;
"CLASS A2 INITIAL INVESTOR INTEREST" shall mean the aggregate initial principal
amount of beneficial entitlement to the Receivables Trust of the Series 05-1
Investor Beneficiary for the purposes of calculation treated as referable to
Class A2 pursuant to Clause 4(b)(i) of the Series 05-1 Supplement, which is the
sterling equivalent of US$[*] as determined using the fixed exchange rate
specified in the Class A2 Dollar Swap Agreement;
"CLASS A2 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 A2
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 A2 Fixed Allocation;
"CLASS A2 INVESTOR CHARGE-OFF" shall have the meaning specified in
Clause 5.13(a)(iii);
"CLASS A2 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 A2 Floating Allocation
applicable for the related Monthly Period;
"CLASS A2 INVESTOR INTEREST" shall mean, on any date of determination, a
principal amount equal to:
(a) the Class A2 Initial Investor Interest, MINUS
(b) the aggregate amount of principal payments made to the Series 05-1
Investor Beneficiary for the purposes of calculation treated as
referable to Class A2 from Trust Property (with the effect that the
amount of principal beneficial entitlement of the Series 05-1 Investor
Beneficiary in the Receivables Trust for the purposes of calculation
treated as referable to Class A2 is reduced) prior to such date MINUS
- 31 -
(c) the excess, if any, of the aggregate amount of Class A2 Investor
Charge-Offs pursuant to Clause 5.13(a)(iii) over Class A2 Investor
Charge-Offs reinstated pursuant to Clause 5.15(b) prior to such date of
determination,
PROVIDED, HOWEVER, that the Class A2 Investor Interest may not be reduced below
zero;
"CLASS A2 MONTHLY FINANCE AMOUNT" shall have the meaning specified in
Clause 5.07(b)(iii);
"CLASS A2 MONTHLY PRINCIPAL AMOUNT" shall mean the monthly amount representing
Principal Collections referable to Class A2 as calculated in accordance with
Clause 5.08(b);
"CLASS A2 MONTHLY REQUIRED EXPENSE AMOUNT" shall mean in respect of each
Monthly Period the amount as calculated in accordance with Clause 5.07(b);
"CLASS A2 REQUIRED AMOUNT" shall have the meaning specified in
Clause 5.09(a)(2);
"CLASS A2 SCHEDULED REDEMPTION DATE" shall mean the Series 05-1 Scheduled
Redemption Date;
"CLASS A2 SERVICING FEE" shall have the meaning specified in paragraph (a)(ii)
of Part 2 of the Schedule;
"CLASS A2 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(c)(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 05-1
Investor Beneficiary and for the purposes of calculation treated as referable
to Class B (in an amount not to exceed the Class B Investor Interest) on such
date of determination;
"CLASS B ASSOCIATED DEBT" shall mean the $[*] Class B Asset Backed Floating
Rate Notes due 2008 constituted by a trust deed dated [*] June 2005 between
the Series 05-1 Issuer and The Bank of New York;
"CLASS B AVAILABLE FUNDS" shall mean, with respect to any Monthly Period, an
amount equal to the sum of:
(a) the Class B Floating Allocation of Finance Charge Collections allocated
to Series 05-1; and
(b) the Class B Floating Allocation of amounts with respect to Acquired
Interchange allocated to Series 05-1 and credited to the Finance Charge
Collections Ledger for such Monthly Period (or to be credited to the
Finance Charge Collections Ledger on the related Transfer Date with
respect to the preceding Monthly Period) pursuant to the Trust and Cash
Management Agreement;
"CLASS B CASH MANAGEMENT FEE" means any Trust Cash Management Fee to be paid by
the Receivables Trustee allocated to the Series 05-1 Investor Beneficiary
Interest and for the
- 32 -
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 05-1 Investor Beneficiary
Interest for the purposes of calculation treated as referable to Class B
PROVIDED, HOWEVER, that upon the Series 05-1 Termination Date, the Class B Debt
Amount shall be an amount equal to zero;
"CLASS B DEFICIENCY AMOUNT" shall mean, in respect of any Transfer Date, an
amount equal to the excess, if any, of the Class B Monthly Required Expense
Amount as of the prior Transfer Date (disregarding for this purpose the Class B
Trustee Payment Amount) over the amount actually credited to the Class B
Distribution Ledger for the payment of such amount in accordance with Clause
5.10(b)(ii);
"CLASS B DISTRIBUTION LEDGER" shall have the meaning specified in Clause
5.21(b)(i);
"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
August, November, February and May) 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 05-1
Investor Beneficiary and for the purposes of calculation treated as referable
to Class B pursuant to Clause 4(c)(i) of the Series 05-1 Supplement which is
the sterling equivalent of U.S.$[*] as determined using the fixed exchange rate
specified in the Class B Dollar Swap Agreement;
"CLASS B INVESTOR ALLOCATION" shall mean for any Monthly Period, (a) with
respect to Receivables in Defaulted Accounts and Finance Charge Receivables at
any time or Principal Receivables during the Revolving Period, the Class B
Floating Allocation, and (b) with respect to Principal Receivables during the
Controlled Accumulation Period, the Regulated Amortisation Period or the Rapid
Amortisation Period, the Class B Fixed Allocation;
- 33 -
"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 05-1
Investor Beneficiary for the purposes of calculation treated as
referable to Class B from Trust Property (with effect that the amount of
principal beneficial entitlement of the Series 05-1 Investor Beneficiary
in the Receivables Trust for the purposes of calculation treated as
referable to Class B is reduced) prior to such date, MINUS
(c) the aggregate amount of Class B Investor Charge-Offs for all prior
Transfer Dates pursuant to Clause 5.13(b)(ii), MINUS
(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
A1 Investor Interest and Class A2 Investor Interest has been deposited into the
Principal Funding Account identified for the Series 05-1 Investor Beneficiary
in respect of Class A; or (2) during the Regulated Amortisation Period or the
Rapid Amortisation Period, on which the Class A1 Investor Interest and Class A2
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 05-1 Scheduled
Redemption Date;
- 34 -
"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 05-1
Investor Beneficiary and for the purposes of calculation treated as referable
to Class C (in an amount not to exceed the Class C Investor Interest) on such
date of determination;
"CLASS C ASSOCIATED DEBT" shall mean the $[*] Class C Asset Backed Floating
Rate Notes due 2008 constituted by a trust deed dated [*] June 2005 between the
Series 05-1 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 05-1; and
(b) the Class C Floating Allocation of amounts with respect to Acquired
Interchange allocated to Series 05-1 and credited to the Finance Charge
Collections Ledger for such Monthly Period (or to be credited to the
Finance Charge Collections Ledger on the related Transfer Date with
respect to the preceding Monthly Period) pursuant to the Trust and Cash
Management Agreement;
"CLASS C CASH MANAGEMENT FEE" means any Trust Cash Management Fee to be paid by
the Receivables Trustee allocated to the Series 05-1 Investor Beneficiary and
for the purposes of calculation treated as referable to Class C pursuant to
paragraph (b)(iii) of Part 3 of this Schedule;
"CLASS C DEBT AMOUNT" shall mean, with respect to any date of determination, an
amount equal to the Class C Initial Investor Interest MINUS the aggregate
amount of principal payments made to the Series 05-1 Investor Beneficiary
Interest for the purposes of calculation treated as referable to Class C
PROVIDED, HOWEVER, that upon the Series 05-1 Termination Date, the Class C Debt
Amount shall be an amount equal to zero;
"CLASS C DEFICIENCY AMOUNT" shall mean, in respect of any Transfer Date, an
amount equal to the excess, if any, of the Class C Monthly Required Expense
Amount as of the prior Transfer Date (disregarding for this purpose the Class C
Trustee Payment Amount) over the amount actually credited to the Class C
Distribution Ledger, for the payment of such amount on the related Transfer
Date in accordance with Clause 5.15(f);
"CLASS C DISTRIBUTION LEDGER" shall have the meaning specified in Clause
5.21(c)(i);
- 35 -
"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
August, November, February and May) 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 05-1
Investor Beneficiary for the purposes of calculation treated as referable to
Class C pursuant to Clause 3(a)(iii) of the Series 05-1 Supplement which is the
sterling equivalent of U.S.$[*] as determined using the fixed exchange rate
specified in the Class C Dollar Swap Agreement;
"CLASS C INVESTOR ALLOCATION" shall mean for any Monthly Period, (a) with
respect to Receivables in Defaulted Accounts and Finance Charge Receivables at
any time or Principal Receivables during the Revolving Period, the Class C
Floating Allocation, and (b) with respect to Principal Receivables during the
Controlled Accumulation Period, the Regulated Amortisation Period or the Rapid
Amortisation Period, the Class C Fixed Allocation;
"CLASS C INVESTOR CHARGE-OFF" shall have the meaning specified in Clause
5.13(c)(i);
"CLASS C INVESTOR DEFAULT AMOUNT" shall mean, with respect to each Transfer
Date, an amount equal to the product of (a) the Aggregate Investor Default
Amount for the related Monthly Period and (b) the Class C Floating Allocation
applicable for the related Monthly Period;
"CLASS C INVESTOR INTEREST" means, with respect to any date of determination,
an amount equal to:
(a) the Class C Initial Investor Interest, MINUS
(b) the aggregate amount of principal payments made to the Series 05-1
Investor Beneficiary for the purposes of calculation treated as
referable to Class C from Trust Property (with effect that the amount of
principal beneficial entitlement of the Series 05-1 Investor Beneficiary
in the Receivables Trust for the purposes of calculation treated as
referable to Class C is reduced) prior to that date, including, for the
avoidance of doubt, an amount equal to all Available Spread Account
Amounts credited to the Class C Distribution
- 36 -
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 A1 Investor Default Amounts, Class
A2 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 A1 Investor Interest, the Class A2 Investor Interest and
the Class B Investor Interest has been deposited into the Principal Funding
Account identified for the Series 05-1 Investor Beneficiary in respect of Class
A1, Class A2 and Class B, respectively; or (2) during the Regulated
Amortisation Period or the Rapid Amortisation Period, on which the Class B
Investor Interest has been reduced to zero;
"CLASS C RELEASE DATE" shall mean the first Distribution Date on which the
Class A1 Investor Interest, the Class A2 Investor Interest and the Class B
Investor Interest have been reduced to zero;
"CLASS C SCHEDULED REDEMPTION DATE" shall mean the Series 05-1 Scheduled
Redemption Date;
"CLASS C SERVICING FEE" shall have the meaning specified in paragraph (a)(iv)
of Part 2 of the Schedule;
"CLASS C TRUSTEE PAYMENT AMOUNT" shall have the meaning specified in paragraph
(a)(iv) Part 4 of the Schedule;
"CLOSING DATE" shall mean [*] June 2005;
- 37 -
"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
May 2007, 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 05-1
Termination Date;
"CONTROLLED ACCUMULATION PERIOD FACTOR" shall mean, for each Monthly Period, a
fraction, the numerator of which is equal to the sum of the initial investor
interests of all Applicable Series and the denominator of which is equal to
the sum (without duplication) of (a) the Initial Investor Interest, (b) the
initial investor interests of all Applicable Series (other than Series 05-1) in
Group One (other than Companion Series) which are not expected to be in their
revolving periods, and (c) the initial investor interests of all other
Applicable Series which are not allocating Shared Principal Collections and are
in their revolving periods;
"CONTROLLED ACCUMULATION PERIOD LENGTH" shall have the meaning specified in
Clause 5.11(f);
"CONTROLLED ACCUMULATION SHORTFALL" shall initially mean zero and shall
thereafter mean, with respect to any Transfer Date during the Controlled
Accumulation Period, the excess, if any, of the Controlled Deposit Amount
for the previous Transfer Date over the aggregate amount deposited into the
Principal Funding Account pursuant to Clause 5.11(b) with respect to the Series
05-1 Investor Beneficiary in respect of Class A1, Class A2, 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.$125,000,000 PROVIDED, HOWEVER, that if
the Controlled Accumulation Period Length is determined to be less than
12 months pursuant to Clause 5.11(f), the amount calculated for the
Controlled Deposit Amount in this paragraph (i) for each Transfer Date
with respect to the Controlled Accumulation Period prior to the payment
in full of the Investor Interest will be equal to (A) the product of (1)
the Initial Investor Interest and (2) the Controlled Accumulation Period
Factor for such Monthly Period divided by (B) the Required Accumulation
Factor Number plus any Controlled Accumulation Shortfall PROVIDED,
FURTHER, HOWEVER that the amount calculated for the Controlled Deposit
Amount for each Transfer Date may not exceed the Maximum Controlled
Deposit Amount without the prior written instructions of the
Beneficiaries, and (ii) the Controlled Accumulation Shortfall for such
Transfer Date; and
(b) for any Transfer Date with respect to the Regulated Amortisation Period,
the sum of the sterling equivalent of (i) U.S.$125,000,000 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
- 38 -
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 A1 Deficiency Amount, the Class A2 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) 15 August 2005 or if 15 August 2005 is not a Business Day, the next
succeeding Business Day, and the fifteenth day of each calendar month
thereafter, or if such fifteenth day is not a Business Day, the next
succeeding Business Day;
"EXCESS PRINCIPAL FUNDING INVESTMENT PROCEEDS" shall mean, with respect to
each Transfer Date for the Controlled Accumulation Period or the first Transfer
Date with respect to the Regulated Amortisation Period or the Rapid
Amortisation Period, the amount, if any, by which the Principal Funding
Investment Proceeds for such Transfer Date exceeds the Class A1 Covered Amount
or the Class A2 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 A1 Monthly Required
Expense Amount, the Class A2 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 [*] June 2005 and
made between the Transferor (in its capacity as lender), the Series 05-1 Issuer
(as borrow) and the Security Trustee;
"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
- 39 -
(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 wiell 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 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
- 40 -
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 05-1 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 05-1) which
are in an Amortisation Period or an Accumulation Period (as such terms are
defined in the Master Definitions Schedule), the sum of:
(a) the Controlled Deposit Amount for the related Transfer Date for any
Series in its Controlled Accumulation Period or its Regulated
Amortisation Period (as such terms are defined in the related
supplements for all Series in Group One);
(b) the Investor Interest as of the end of the prior Monthly Period taking
into effect any payments to be made on the following Distribution Date
for any Series in Group One in its Rapid Amortisation Period (as such
terms are defined in the related supplements for all Series in Group
One); and
(c) such other amounts as may be specified in the related Series supplements
for all Series in Group One;
"INITIAL INVESTOR INTEREST" shall mean (pound)[*];
"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;
- 41 -
"INVESTOR CHARGE-OFF" shall mean a Class A1 Investor Charge-Off, a Class A2
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 A1 Investor Interest, (b) the Class A2 Investor
Interest, (c) the Class B Investor Interest, and (d) 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 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;
- 42 -
"MATERIAL ADVERSE EFFECT" shall mean a material adverse effect on the
interests of Series 05-1 Investor Beneficiary which shall be construed
to include the interests of any holders of Related Debt and Associated
Debt;
"MAXIMUM CONTROLLED DEPOSIT AMOUNT" shall mean an amount equal to
one-twelfth of the aggregate amount of all the initial investor
interests of all Applicable Series in Group One (excluding Companion
Series) that are expected to be in their revolving periods;
"MONTHLY LOAN EXPENSES AMOUNT" means in respect of Series 05-1 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
05-1 (and, for greater certainty, the Monthly Loan Expenses Amount
shall be paid by the Receivables Trustee to the MTN Issuer in relation
to Series 05-1 and shall be credited by the MTN Issuer pro rata and
pari passu (in proportion to the amount that each of the Class A1
Investor Interest and the Class A2 Investor Interest bear,
respectively, to the Class A Investor Interest on such Transfer Date)
to the Class A1 Coupon Ledger and the Class A2 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 15
August 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 05-1 accrued due and payable on any
Transfer Date (including the fees, costs and expenses of the Security
Trustee and any Receiver appointed pursuant to the Security Trust Deed
and Cash Management Agreement) plus any such fees, costs and expenses
remaining unpaid for previous Transfer Dates 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);
"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 05-1 Pay Out Event is deemed to
occur pursuant to Clause 6.2 of the Trust and Cash Management Agreement
(as Clause 6.2 is set out in Part 7 of the Schedule);
"PORTFOLIO ADJUSTED YIELD" shall mean, with respect to any Transfer Date
commencing on and including the Transfer Date falling in August 2005, the
average of the percentages obtained foreach 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:
- 43 -
(i) the amount of Finance Charge Collections credited to the Finance
Charge Collections Ledger and allocable to Series 05-1 for such
Monthly Period (excluding any Collections in respect of Annual
Fee Receivables contemplated by (ii) below), PLUS
(ii) the amount, if any, credited to the Finance Charge Collections
Ledger with respect to Annual Fee Receivables for such Monthly
Period, PLUS
(iii) the amount of Acquired Interchange credited to the Finance Charge
Collections Ledger and allocable to Series 05-1, PLUS
(iv) the Principal Funding Investment Proceeds credited to the Finance
Charge Collections Ledger pursuant to Clause 5.20(b)(iii) on the
Transfer Date related to such Monthly Period, up to the Class A1
Covered Amount and Class A2 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;
"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 aggregate of the
Class A1 Covered Amount and the Class A2 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
- 44 -
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 05-1 Termination Date and (b) the
termination of the Receivables Trust pursuant to Clause 6.3 or Clause 8;
"RATING AGENCIES" shall mean Moody's and Standard & Poor's and "RATING AGENCY"
shall mean any one of them;
"RATING AGENCY CONDITION" shall mean the notification in writing by each Rating
Agency to the Transferor, the Servicer and the Receivables Trustee that an
action will not result in any Rating Agency reducing or withdrawing its then
existing rating of any outstanding Associated Debt with respect to which it is
a Rating Agency;
"REALLOCATED CLASS B PRINCIPAL COLLECTIONS" shall mean, with respect to any
Transfer Date, Principal Collections calculated by reference to the Class B
Investor Interest but which are to be applied as Finance Charge Collections in
accordance with Clause 5.17 in an amount not to exceed the product of:
(a) the Class B Investor Allocation with respect to the Monthly Period
relating to such Transfer Date; and
(b) the Investor Percentage with respect to the Monthly Period relating to
such Transfer Date; and
(c) an amount equal to the aggregate amount of Principal Collections with
respect to the Monthly Period relating to such Transfer Date,
PROVIDED, HOWEVER, that such amount shall not exceed the Class B Investor
Interest after giving effect to any unreinstated Class B Investor Charge-Offs
as of such Transfer Date;
"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,
- 45 -
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 05-1 Termination Date;
"REGULATED AMORTISATION TRIGGER EVENT" shall have the meaning specified in Part
7 of the Schedule;
"RELATED DEBT" shall mean the Series 05-1 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 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 05-1 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);
- 46 -
"RESERVE ACCOUNT FUNDING DATE" shall mean the Transfer Date which occurs not
later than the earliest of:
(a) the Transfer Date with respect to the Monthly Period which commences 3
months prior to the commencement of the Controlled Accumulation Period;
(b) the first Transfer Date for which the Portfolio Adjusted Yield is less
than 0.5%, but in such event the Reserve Account Funding Date shall not
be required to occur earlier than the Transfer Date which commences 12
months prior to the commencement of the Controlled Accumulation Period;
(c) the first Transfer Date for which the Portfolio Adjusted Yield is less
than 1.0%, but in such event the Reserve Account Funding Date shall not
be required to occur earlier than the Transfer Date which commences 6
months prior to the commencement of the Controlled Accumulation Period;
or
(d) the first Transfer Date for which the Portfolio Adjusted Yield is less
than 1.8%, but in such event the Reserve Account Funding Date shall not
be required to occur earlier than the Transfer Date which commences 4
months prior to the commencement of the Controlled Accumulation Period;
"RESERVE ACCOUNT SURPLUS" shall mean, with respect to any Transfer Date, on or
after the Reserve Account Funding Date, the amount, if any, by which the amount
on deposit in the Reserve Account exceeds the Required Reserve Amount;
"RESERVE DRAW AMOUNT" shall have the meaning specified in Clause 5.22(c);
"RESERVE INVESTMENT PROCEEDS" shall mean, with respect to each Transfer Date,
the investment earnings on funds in the Reserve Account (net of investment
expenses and losses) for the period from and including the immediately
preceding Transfer Date to but excluding such Transfer Date;
"REVOLVING PERIOD" shall mean the period from and including the Closing Date
to, but not including, the earlier of (a) the day the Controlled Accumulation
Period commences and (b) the Pay Out Commencement Date;
"SCHEDULE" shall mean the Schedule to the Supplement;
"SECURITY TRUSTEE" means The Bank of New York in its capacity as Security
Trustee under the Security Trust 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
- 47 -
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 05-1 ASSOCIATED DEBT PROSPECTUS" shall mean the approved listing
particulars of the Associated Debt dated [*] June 2005 for a listing on the
London Stock Exchange and the final prospectus of the Associated Debt dated [*]
June 2005 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 05-1 DISTRIBUTION ACCOUNT" shall mean a bank account in the name of the
Series 05-1 Investor Beneficiary to be used for the purpose of receiving
amounts distributable to the Series 05-1 Investor Beneficiary for the purposes
of calculation treated as referable to Class A1, Class A2, Class B and Class C
from the Receivables Trust;
"SERIES 05-1 EXTRA AMOUNT" means,
(a) for any Transfer Date where the Series 05-1 Investor Interest is less
than or equal to (pound)250,000,000, an amount equal to the product of
(i) 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), (ii) 0.02 per cent., and (iii) the Series
05-1 Investor Interest, determined as of the Record Date preceding such
Transfer Date; or
(b) for any Transfer Date where the Series 05-1 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 percent., 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 05-1
Investor Interest exceeds (pound)250,000,000, determined as of the
Record Date preceding such Transfer Date;
"SERIES 05-1 INVESTOR BENEFICIARY" means the entity in which the Series 05-1
Investor Beneficiary Interest is vested pursuant to this Supplement, being
Barclaycard Funding PLC;
- 48 -
"SERIES 05-1 ISSUER" means Gracechurch Card Funding (No.5) PLC as Issuer of the
Associated Debt and its successors and assigns as holder of the Related Debt;
"SERIES 05-1 MTN CERTIFICATE" means the medium term note issued by the MTN
Issuer in respect of Series 05-1 on [*] June 2005;
"SERIES 05-1 PAY OUT EVENT" shall have the meaning specified in Part 7 of the
Schedule;
"SERIES 05-1 RELEVANT DOCUMENTS" shall have the meaning specified in Clause 10
(b)(i) of the Supplement;
"SERIES 05-1 SCHEDULED REDEMPTION DATE" shall mean the Distribution Date
falling in June 2006;
"SERIES 05-1 TERMINATION DATE" shall mean the earlier to occur of (a) the
Distribution Date on which the Investor Interest is reduced to zero, or (b) the
Distribution Date falling in June 2010;
"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 05-1;
"SPREAD ACCOUNT" shall have the meaning specified in Clause 5.19(a)(i);
"SPREAD ACCOUNT PERCENTAGE" shall be determined as follows: (i) if the
Quarterly Excess Spread Percentage on such Determination Date is greater than
4.5 per cent. the Spread Account Percentage for such Determination Date shall
be 0.0 per cent.; (ii) if the Quarterly Excess Spread Percentage on such
Determination Date is greater than 4.0 per cent. but less than or equal to 4.5
per cent., the Spread Account Percentage on such Determination Date shall be
1.0 per cent.; (iii) if the Quarterly Excess Spread Percentage on such
Determination Date is greater than 3.5 per cent. but less than or equal to 4.0
per cent., the Spread Account Percentage on such Determination Date shall be
1.5 per cent.; (iv) if the Quarterly Excess Spread Percentage on such
Determination Date is greater than 3.0 per cent. but less than or equal to 3.5
per cent., the Spread Account Percentage on such Distribution Date shall be 2.0
per cent.; and (v) if the Quarterly Excess Spread Percentage on such
Determination Date is equal to or less than 3.0 per cent., the Spread Account
Percentage for such Determination Date shall be 2.5 per cent.;
"SPREAD ACCOUNT SURPLUS" shall mean, with respect to any Transfer Date, the
amount, if any, by which the Available Spread Account Amount exceeds the
Required Spread Account Amount;
"SUPPLEMENT" shall mean this Series 05-1 Supplement;
"SWAP AGREEMENT" shall mean the Class A1 Swap Agreement, Class A2 Swap
Agreement, Class B Swap Agreement and Class C Swap Agreement, each dated on or
about the Closing Date and each between the Series 05-1 Issuer, the Swap
Counterparty and the Note Trustee, which provides for certain receipts of the
Series 05-1 Issuer under and/or in respect of the
- 49 -
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 05-1 Issuer;
"SWAP COUNTERPARTY" shall mean Barclays Bank PLC in its capacity as
counterparty in respect of the Swap Agreement and its successors and assigns;
"TOTAL WITHDRAWAL AMOUNT" shall have the meaning specified in Clause
5.19(a)(iv)(B)(1);
"TRANSFER DATE" for the purposes of this Supplement, is the same date as each
Distribution Date;
"TRUSTEE PAYMENT AMOUNT" means the Class A1 Trustee Payment Amount, the Class
A2 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).
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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 05-1 from amounts credited
to the Finance Charge Collections Ledger for Series 05-1 amounts
to enable such Beneficiaries to meet payments of Investor
Servicing Fee to the Servicer pursuant to Clause 2.2(b) of the
Beneficiaries Servicing Agreement in the amounts and in the
circumstances set out below PROVIDED, HOWEVER, that, to the
extent not otherwise paid by the Beneficiaries constituting
Series 05-1 pursuant to Clause 2.2(b) of the Beneficiaries
Servicing Agreement, the Receivables Trustee shall utilise such
amounts credited to the Finance Charge Collections Ledger to
which the Beneficiaries constituting Series 05-1 are beneficially
entitled in meeting on behalf of such Beneficiaries the share of
the Servicing Fee allocable to Series 05-1 with respect to such
Transfer Date (the "INVESTOR SERVICING FEE") being an amount
equal to the sum of one-twelfth of the product of (1) the Series
Servicing Fee Percentage and (2) the Adjusted Investor Interest
as of the last day of the Monthly Period preceding such Transfer
Date (such amount to be inclusive of VAT thereon, if any)
PROVIDED, HOWEVER, that with respect to the first Transfer Date
after the date of execution of the Series 05-1 Supplement, the
Investor Servicing Fee shall be equal to (pound)735,699.04 (such
amount to be inclusive of VAT thereon, if any).
(ii) The portion of the Series 05-1 Investor Servicing Fee allocable
to the Series 05-1 Investor Beneficiary in respect of the Class
A1 Investor Interest and the Class A2 Investor Interest with
respect to any Transfer Date (the "CLASS A1 SERVICING FEE" and
the "CLASS A2 SERVICING FEE", respectively and, together, the
"CLASS A SERVICING FEE") shall be equal to one-twelfth of the
product of (a) the aggregate of the Class A1 Floating Allocation
and the Class A2 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 05-1 Investor Servicing Fee allocable
to the Series 05-1 Investor Beneficiary in respect of the Class B
Investor Interest with respect to any Transfer Date (the "CLASS B
SERVICING FEE") shall be equal to one-twelfth of the product of
(a) the Class B Floating Allocation, (b) the Series Servicing Fee
Percentage and (c) the Adjusted Investor Interest as of the last
day of the prior Monthly Period (such amount to be inclusive of
VAT thereon, if any).
(iv) The portion of the Series 05-1 Investor Servicing Fee allocable
to the Series 05-1 Investor Beneficiary in respect of the Class C
Investor Interest with respect to any Transfer Date (the "CLASS C
SERVICING FEE") shall be equal to one-twelfth of the product of
(a) the Class C Floating Allocation, (b) the Series Servicing Fee
Percentage and (c) the Adjusted Investor Interest as of the last
day of the prior Monthly Period (such amount to be inclusive of
VAT thereon, if any).
- 51 -
(b) Except as specifically provided in paragraph (a) of this Part 2 above,
the Servicing Fee not allocated to Series 05-1 shall be paid out of the
cash flows from the Receivables Trust allocated to the Transferor
Beneficiary or other Applicable Series (as provided in the related
Supplements), and for the avoidance of doubt, in no event shall the
Receivables Trust, the Receivables Trustee or the Series 05-1 Investor
Beneficiary be liable therefor. The Servicing Fee allocable to Series
05-1 will be payable as follows:
(i) the Class A1 Servicing Fee and the Class A2 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
(a) 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 05-1 with respect to such Monthly Period, as
described in this Clause as follows:
(i) such amount of Acquired Interchange allocable to Series 05-1
shall be equal to the products of (A) the total amount of
Acquired Interchange paid or payable to the Transferor with
respect to such Monthly Period and (B) the Floating Investor
Percentage; and
(ii) on each Transfer Date, following the Transferor having paid the
amount of the Acquired Interchange to the Receivables Trustee,
the Receivables Trustee acting on the advice of the Trust Cash
Manager shall credit to the Finance Charge Collections Ledger, in
immediately available funds, the amount of Acquired Interchange
allocable to Series 05-1 with respect to the preceding Monthly
Period.
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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 05-1 pursuant
to Clause 9(e) of the Supplement, be entitled to utilise such amounts
credited to the Finance Charge Collections Ledger to which the
Beneficiaries constituting Series 05-1 are beneficially entitled in
meeting payments of the Investor Trust Cash Management Fee to the
Receivable Trustee to fund payments by the Receivables Trustee of the
Trust Cash Management Fee to the Trust Cash Manager pursuant to Clause
9.2 of the Trust and Cash Management Agreement in the amounts and in
the circumstances set out below:
(i) the portion of the Trust Cash Management Fee allocable to Series
05-1 with respect to such Transfer Date (the "INVESTOR TRUST
CASH MANAGEMENT FEE") shall be equal to one-twelfth of the
Series Trust Cash Management Fee (such amount to be inclusive of
VAT thereon, if any) Provided, however, that with respect to the
first Transfer Date after the execution of the Series 05-1
Supplement, the Investor Trust Cash Management Fee shall be
(pound)936.99 (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 (pro rata
and pari passu as between the Class A1 Investor Interest and the
Class A2 Investor Interest in the proportions that the Class A1
Investor Interest and the Class A2 Investor Interest bear,
respectively, to the Class A Investor Interest on such Transfer
Date), 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 05-1 Investor Beneficiary
to make payments to the Receivables Trustee in respect of Series 05-1
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 05-1 shall be
paid out of the cash flows from the Receivables Trust allocated to the
Transferor or other Applicable Series (as provided in the related
Supplements), and for the avoidance of doubt, in no event shall the
Receiavbles Trust, the Receivables Trustee or Series 05-1 be liable
therefor to any further extent. The Trust Cash Management Fee
allocable to Series 05-1 will be payable as follows:
(i) if the Class A Investor Interest is greater than zero, then
solely to the extent amounts are available for distribution in
respect thereof (pro rata and pari passu as between the Class A1
Investor Interest and the Class A2 Investor Interest in the
proportions that the Class A1 Investor Interest and the Class A2
Investor Interest bear, respectively, to the Class A Investor
Interest on such Transfer Date) pursuant to Clause 5.10(a)(iv)
and Clause 5.15(a) (after taking into
- 53 -
account Reallocated Class B Principal Collections and
Reallocated Class C Principal Collections);
(ii) if the Class A Investor Interest is zero and the Class B Investor
Interest is greater than zero, then solely to the extent
amounts are available for distribution in respect thereof
pursuant to Clause 5.10(b)(iii) and Clause 5.15(c) (taking into
account Reallocated Class C Principal Collections); and
(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 05-1 Investor Beneficiary which is subject to the reverse
charge provided for under section 8 of the Value Added Tax Act 1994,
the amount of such Investor Trust Cash Management Fee shall be reduced
to such amount as, with the addition of the amount of VAT for which the
Series 05-1 Investor Beneficiary is liable to account to H M Customs &
Excise, shall equal the original amount of such Investor Trust Cash
Management Fee, and the Receivables Trustee shall pay the amount of the
reduction to H M Customs & Excise on behalf of the Series 05-1 Investor
Beneficiary to meet such liability to account for such amount of VAT.
- 54 -
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 05-1 Investor Beneficiary to amounts credited to the Finance
Charge Collections Ledger in meeting the Aggregate Trustee Payment
Amount as contemplated pursuant to Clause 7.15 of the Trust and Cash
Management Agreement in the amounts and in the circumstances set out
below:
(i) the portion of the Aggregate Trustee Payment Amount allocable to
Series 05-1 with respect to such Transfer Date (the "INVESTOR
TRUSTEE PAYMENT AMOUNT") shall be equal to the aggregate of the
proportion of each Trustee Payment Amount which relates to
Series 05-1 (the proportion of each Trustee Payment Amount
allocable to Series 05-1 being equal to the product of (1) a
fraction, the numerator of which is the Investor Interest as of
the last day of the Monthly Period preceding such Transfer Date
and the denominator of which is the aggregate of the Investor
Interests of each Series in respect of which such aggregate
Trustee Payment Amount was incurred and (2) each relevant
Trustee Payment Amount as has been certified to the Trust Cash
Manager by the end of any Monthly Period as being accrued due
and payable in respect of such Monthly Period);
(ii) the portion of the Investor Trustee Payment Amount allocable to
the Class A1 Investor Interest (the "CLASS A1 TRUSTEE PAYMENT
AMOUNT") and the portion of the Investor Trustee Payment Amount
allocable to the Class A2 Investor Interest (the "CLASS A2
TRUSTEE PAYMENT AMOUNT", and together with the Class A1 Investor
Interest, the "CLASS A TRUSTEE PAYMENT AMOUNT") shall, in
aggregate, 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 05-1 shall
be paid out of the cash flows from the Receivables Trust allocated to
other Applicable Series (as provided in the related Supplements), and,
for the avoidance of doubt, in no event shall the Receivables
- 55 -
Trust or Series 05-1 be liable therefor. The Aggregate Trustee Payment
Amount allocable to Series 05-1 will be payable as follows:
(i) the Class A Trustee Payment Amount shall be payable to the
Receivables Trustee solely to the extent amounts are available
for distribution in respect 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 05-1
Investor Beneficiary which is subject to the reverse charge provided
for under section 8 of the Value Added Tax Act 1994, the amount of such
shall be reduced to such amount as, with the addition of the amount of
VAT for which the Series 05-1 Investor Beneficiary is liable to account
to H M Customs & Excise, shall equal the original amount of such
Trustee Payment Amount and the Receivables Trustee shall pay the amount
of the reduction to H M Customs & Excise on behalf of the Series 05-1
Investor Beneficiary to meet such liability to account for such amount
of VAT.
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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 05-1 Investor Beneficiary, shall be beneficially entitled, in
the amounts specified herein, to that portion of Principal Collections
and Finance Charge Collections allocated to the Series 05-1 Investor
Beneficiary together with funds on deposit in the Trust Accounts, which
are expressly segregated for such Series 05-1 Investor Beneficiary
Interest.
(b) In certain circumstances Collections constituting Trust Property to
which the Series 05-1 Investor Beneficiary is beneficially entitled
will be for the purposes of calculation treated as referable to:
(i) Class A1 and Class A2 pro rata and pari passu (in the proportion
that the Class A1 Investor Interest and the Class A2 Investor
Interest bear, respectively, to the Class A Investor Interest on
the date of any such calculation);
(ii) Class B on a subordinated basis to the calculation for allocation
of Collections constituting Trust Property to Class A1 and
Class A2 on a pro rata and pari passu basis (in the proportion
that the Class A1 Investor Interest and the Class A2 Investor
Interest bear, respectively, to the Class A Investor Interest on
the date of any such calculation); and
(iii) Class C on a subordinated basis to the calculation for allocation
of Collections constituting Trust Property to Class A1 and Class
A2 on a pro rata and pari passu basis (in the proportion that
the Class A1 Investor Interest and the Class A2 Investor
Interest bear, respectively, to the Class A Investor Interest on
the date of any such calculation) 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 05-1 and credit to the relevant
ledgers in the Trustee Collection Account the following amounts as set
out below:
(i) credit to the Finance Charge Collections Ledger (identified for
Series 05-1) an amount equal to the product of (A) the Floating
Investor Percentage on the Date of Processing of such Finance
Charge Collections and (B) the aggregate amount of Finance
Charge Collections processed on such Date of Processing to be
applied in accordance with Clause 5.10.
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(ii) credit to the Principal Collections Ledger (identified for Series
05-1) an amount equal to the product of (A) the Class C Investor
Allocation on the Date of Processing of such Principal
Collections, (B) the Floating Investor Percentage on the Date of
Processing of such Principal Collections and (C) the aggregate
amount of Principal Collections on such Date of Processing to be
applied on each Transfer Date first in accordance with Clause
5.16, secondly in accordance with Clause 5.11(a)(i) and then in
accordance with Clause 5.06(a);
(iii) credit to the Principal Collections Ledger (identified for Series
05-1) an amount equal to the product of (A) the Class B Investor
Allocation on the Date of Processing of such Principal
Collections, (B) the 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
05-1) an amount equal to the product of (A) the aggregate of the
Class A1 Investor Allocation and the Class A2 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 05-1 and credit to
the relevant ledgers in the Trustee Collection Account the following
amounts as set out below:
(i) credit to the Finance Charge Collections Ledger (identified for
Series 05-1) an amount equal to the product of (A) the Floating
Investor Percentage on the Date of Processing of such Finance
Charge Collections and (B) the aggregate amount of Finance Charge
Collections processed on such Date of Processing to be applied in
accordance with Clause 5.10;
(ii) credit to the Principal Collections Ledger (identified for Series
05-1) an amount equal to the product of (A) the Class C Investor
Allocation on the Date of Processing of such Principal
Collections, (B) the Fixed Investor Percentage on the Date of
Processing of such Principal Collections and (C) the aggregate
amount of Principal Collections processed on such Date of
Processing to be applied on each Transfer Date first in
accordance with Clause 5.16, secondly, in
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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
05-1) an amount equal to the product of (A) the Class B Investor
Allocation on the Date of Processing of such Principal
Collections, (B) the Fixed Investor Percentage on the Date of
Processing of such Principal Collections and (C) the aggregate
amount of Principal Collections processed on such Date of
Processing to be applied on each Transfer Date first in
accordance with Clause 5.17, secondly, in accordance with Clause
5.11(b)(i) to (viii) and then in accordance with Clause 5.06(b);
(iv) credit to the Principal Collections Ledger (identified for Series
05-1) an amount equal to the product of (A) the Class A1 Investor
Allocation plus the Class A2 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 05-1) during any
Monthly Period less the amount of Investor Cash Available for
Acquisition calculated pursuant to Clause 5.05(b)(iv) exceeds the
sum of (A) the Adjusted Investor Interest as of the close of
business on the last day of the prior Monthly Period (taking into
account any deposits to be made into the Principal Funding
Account or any amounts credited to the Class B Distribution
Ledger or the Class C Distribution Ledger, any Investor
Charge-Offs and any other adjustments to the Investor Interest in
each case on the Transfer Date with respect to such Monthly
Period) and (B), without duplication of (A) above, any
Reallocated Class B Principal Collections and any Reallocated
Class C Principal Collections relating to the Monthly Period in
which such amounts are credited then the Receivables Trustee
acting on the advice of the Trust Cash Manager shall utilise such
amount in accordance with Clause 5.2(f)(i)(B) of the Declaration
of Trust and Trust Cash Management Agreement PROVIDED, HOWEVER,
that the amount to be so credited for the Transferor Beneficiary
pursuant to this Clause 5.05(b)(v) with respect to any Relevant
Date shall be allocated to the Transferor Beneficiary but shall
be transferred to the Transferor Beneficiary only if the
Transferor Interest on such Relevant Date is greater than zero
after giving effect to the inclusion in the Receivables Trust of
all Receivables created on or prior to such Relevant Date and the
application of payments referred to in Clause 5.2(c) and
otherwise shall be considered as Unavailable Transferor Principal
Collections to be utilised in accordance with Clause 5.05(e);
PROVIDED, FURTHER, that in no event shall the
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amount allocable to the Transferor Beneficiary pursuant to this
Clause 5.05(b)(v) be greater than the Transferor Interest on such
Relevant Date.
(c) ALLOCATIONS DURING THE REGULATED AMORTISATION PERIOD
During the Regulated Amortisation Period, the Receivables Trustee,
acting on the advice of the Trust Cash Manager, shall, prior to the
close of business on the Relevant Date on which amounts are deposited in
the Trustee Collection Account, allocate to Series 05-1 and credit to
the relevant ledgers in the Trustee Collection Account the following
amounts as set out below:
(i) credit to the Finance Charge Collections Ledger (identified for
Series 05-1) an amount equal to the product of (A) the Floating
Investor Percentage on the Date of Processing of such Finance
Charge Collections and (B) the aggregate amount of Finance
Charge Collections processed on such Date of Processing to be
applied in accordance with Clause 5.10;
(ii) credit to the Principal Collections Ledger (identified for Series
05-1) an amount equal to the product of (A) the Class C Investor
Allocation on the Date of Processing of such Principal
Collections, (B) the Fixed Investor Percentage on the Date of
Processing of such Principal Collections and (C) the aggregate
amount of Principal Collections processed on such Date of
Processing to be applied on each Transfer Date first in
accordance with Clause 5.16, secondly, in accordance with Clause
5.11(b)(i) to (viii) and then in accordance with Clause 5.06(b);
(iii) credit to the Principal Collections Ledger (identified for Series
05-1) an amount equal to the product of (A) the Class B Investor
Allocation on the Date of Processing of such Principal
Collections, (B) the Fixed Investor Percentage on the Date of
Processing of such Principal Collections and (C) the aggregate
amount of Principal Collections processed on such Date of
Processing to be applied on each Transfer Date first in
accordance with Clause 5.17, secondly, in accordance with Clause
5.11(b)(i) to (viii) and then in accordance with Clause 5.06(b);
(iv) credit to the Principal Collections Ledger (identified for Series
05-1) an amount equal to the product of (A) the Class A1 Investor
Allocation plus the Class A2 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 05-1) during any
Monthly Period less the amount of
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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 A1 Distribution Ledger, the Class A2 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 05-1 and credit to the
relevant ledgers in the Trustee Collection Account the following amounts
as set out below:
(i) credit to the Finance Charge Collections Ledger (identified for
Series 05-1) an amount equal to the product of (A) the Floating
Investor Percentage on the Date of Processing of such Finance
Charge Collections and (B) the aggregate amount of Finance Charge
Collections processed on such Date of Processing to be applied in
accordance with Clause 5.10;
(ii) credit to the Principal Collections Ledger (identified for Series
05-1) an amount equal to the product of (A) the Class C Investor
Allocation on the Date of Processing of such Principal
Collections, (B) the Fixed Investor Percentage on the Date of
Processing of such Principal Collections and (C) the aggregate
amount of Principal Collections processed on such Date of
Processing to be applied on each Transfer Date first in
accordance with Clause 5.16, secondly, in accordance with Clause
5.11(b)(i) to (viii);
(iii) credit to the Principal Collections Ledger (identified for Series
05-1) an amount equal to the product of (A) the Class B Investor
Allocation on the Date of
- 61 -
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
05-1) an amount equal to the product of (A) the Class A1 Investor
Allocation plus the Class A2 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 05-1) during any
Monthly Period exceeds the sum of (A) the Investor Interest as of
the close of business on the last day of the prior Monthly Period
(taking into account any amounts credited to the Class A1
Distribution Ledger, the Class A2 Distribution Ledger, Class B
Distribution Ledger and Class C Distribution Ledger on the
Transfer Date relating to such Monthly Period, any related
Investor Charge-Offs and any other adjustments to the Investor
Interest on such related Transfer Date with respect to such
Monthly Period) and (B) any Reallocated Class B Principal
Collections and Reallocated Class C Principal Collections
relating to the Monthly Period in which such amount is credited
then the Receivables Trustee acting on the advice of the Trust
Cash Manager shall utilise such amount in accordance with Clause
5.2(f)(i)(B) of the Declaration of Trust and Trust Cash
Management Agreement PROVIDED, HOWEVER, that the amount to be so
credited for the Transferor Beneficiary pursuant to this Clause
5.05(d)(v) with respect to any Relevant Date shall be allocated
to the Transferor Beneficiary but shall be transferred to the
Transferor Beneficiary only if the Transferor Interest on such
Relevant Date is greater than zero (after giving effect to the
inclusion in the Receivables Trust of all Receivables created on
or prior to such Relevant Date and the application of payments
referred to in Clause 5.2(c) and otherwise shall be considered as
Unavailable Transferor Principal Collections to be utilised in
accordance with Clause 5.05(e); PROVIDED, FURTHER, that in no
event shall the amount allocable to the Transferor Beneficiary
pursuant to this Clause 5.05(d)(v) be greater than the Transferor
Interest on such Relevant Date.
(e) UNAVAILABLE PRINCIPAL COLLECTIONS
(i) Any Principal Collections not paid to the Transferor Beneficiary
because of the limitations contained in Clauses 5.05(b)(v),
5.05(c)(v) and 5.05(d)(v) ("UNAVAILABLE TRANSFEROR PRINCIPAL
COLLECTIONS") shall be allocated to the Series 05-1 Investor
Beneficiary and for the purposes of calculation treated as
referable (on a pro rata and pari passu basis in the proportions
that the Class A1 Investor Interest and the Class A2 Investor
Interest bear, respectively, to the
- 62 -
Class A Investor Interest on the day of any such calculation) to
Class A1 and Class A2 or (as the case may be) Series 05-1 and
shall remain credited to the Principal Collections Ledger
(identified for the benefit of Class A or (as the case may be)
Series 05-1 as Unavailable Principal Collections).
(ii) For each Transfer Date with respect to the Controlled
Accumulation Period, the Regulated Amortisation Period, or the
Rapid Amortisation 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 A1 and Class A2 or (as the case may be)
Series 05-1 on such Transfer Date shall be included in the
Investor Principal Collections which to the extent available
shall be distributed as Available Investor Principal Collections
to be applied pursuant to Clause 5.11(b) on such Transfer Date.
(iii) Any Unavailable Investor Principal Collections, arising during
the Revolving Period shall be allocated to the Transferor
Beneficiary but shall be transferred to the Transferor
Beneficiary on any Business Day when, and only to the extent
that, the Transferor Interest on such Business Day is greater
than zero as set out in Clause 5.2(f)(i)(c) of the Declaration
of Trust and Trust Cash Management Agreement and until such time
shall represent Unavailable Principal Collections identified for
the Transferor Beneficiary.
(iv) For the avoidance of doubt, following any allocation of
Unavailable Principal Collections to any Beneficiary, such
Unavailable Principal Collections so allocated shall in no
circumstances be reallocated to any other Beneficiary.
(f) CREDITS TO LEDGERS
With respect to Series 05-1, and notwithstanding anything in the Trust
and Cash Management Agreement or this Supplement to the contrary, the
Trust Cash Manager will only be required to make credits in the relevant
ledger in the Trustee Collection Account in respect of Collections
deposited in the Trustee Collection Account up to the required amount
to be credited to any such ledger.
(g) APPROPRIATION OF FEES
Where the amounts of Finance Charge Collections which fall to be
allocated between the Beneficiaries in respect of any Transfer Date
comprise any amount (the "FEE AMOUNT") in respect of Annual Fees,
Transaction Fees or Special Fees and on such Transfer Date any amount
(the "DEPOSIT AMOUNT") is required to be deposited in the Reserve
Account pursuant to Clause 5.15(j) or the Spread Account pursuant to
Clause 5.15(k), amounts representing the fee amount shall be treated as
being appropriated to the deposit amount after all other applications of
such Finance Charge Collections PROVIDED THAT this Clause 5.05(g) shall
have no effect on the allocation of any amounts between the
Beneficiaries.
5.06 INVESTOR CASH AVAILABLE FOR ACQUISITION
(a) INVESTOR CASH AVAILABLE FOR ACQUISITION DURING THE REVOLVING PERIOD
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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 05-1 Investor
Beneficiary to the extent required to enable the Series 05-1
Investor Beneficiary to fund the Receivables Trustee in making
payments to the Transferor in respect of any Offer the
Receivables Trustee has determined to accept pursuant to Clause
5.2(c)(i) or in respect of Future Receivables pursuant to Clause
5.2(c)(ii) and transferring such amounts to the Trustee
Acquisition Account in accordance with Clause 5.2(b)(iii),
PROVIDED, HOWEVER, that no amount of Investor Cash Available for
Acquisition shall be used to fund that portion of the amount
payable to the Transferor which is in respect of Ineligible
Receivables;
(ii) to the extent any Investor Cash Available for Acquisition is not
utilised in funding the Receivables Trustee pursuant to (i)
above, to be allocated to the Transferor Beneficiary in order to
increase the proportion of the beneficial interest of the
Investor Beneficiary in the Eligible Receivables Pool and to
decrease the proportion of the beneficial interest of the
Transferor Beneficiary in the Eligible Receivables Pool pro tanto
pursuant to Clauses 3.3 and 5.2(c)(iii) and transferring such
amounts to the Trustee Acquisition Account in accordance with
Clause 5.2(b)(iii); and
(iii) the balance, if any, following the utilisation referred to in (i)
and (ii) above will be allocated to the Series 05-1 Investor
Beneficiary Interest in the manner set out in provisos (A) and
(B) below and will remain credited to the Principal Collections
Ledger as Investor Cash Available for Acquisition to be utilised
on the next and following Business Days
PROVIDED, however, that:
(A) in the event that the aggregate Investor Cash Available
for Acquisition of all Applicable Series (including Series
05-1) exceeds on any Relevant Date the aggregate of (A)
amounts payable to the Transferor on such Relevant Date by
way of Purchase Price or pursuant to Clause 5.1 of the
RSA; and (B) the Transferor Interest on such Relevant Date
then the amount of the Investor Cash Available for
Acquisition of Series 05-1 to be utilised on such day
pursuant to paragraphs (i) and (ii) above shall be reduced
by an amount equal to the product of (X) a fraction, the
numerator of which is the Investor Cash Available for
Acquisition of Series 05-1 and the denominator of which is
the aggregate Investor Cash
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Available for Acquisition of each Applicable Series
(including Series 05-1) and (Y) the amount of the excess
identified above; and
(B) any Investor Cash Available for Acquisition not utilised
during any Monthly Period shall be allocated to the Series
05-1 Investor Beneficiary Interest and for the purposes of
calculation treated as referable on a pro rata and pari
passu basis (in the proportions that the Class A1 Investor
Interest and the Class A2 Investor Interest bear,
respectively, to the Class A Investor Interest on the date
of any such calculation) Class A1 and Class A2 to the
extent that the Class A Adjusted Investor Interest is
greater than zero and thereafter to Class B to the extent
that the Class B Adjusted Investor Interest is greater
than zero and thereafter to Class C but shall, subject to
Clause 5.06(c), be utilised in accordance with this Clause
5.06(a) on the next and following Business Days.
(b) INVESTOR CASH AVAILABLE FOR ACQUISITION DURING THE CONTROLLED
ACCUMULATION PERIOD OR THE REGULATED AMORTISATION PERIOD
During the Controlled Accumulation Period immediately following the
allocations in Clause 5.05(b) or during the Regulated Amortisation
Period immediately following the allocations in Clause 5.05(c) the
Receivables Trustee shall regard as Investor Cash Available for
Acquisition (avoiding any double-counting) each of (i) the aggregate
amount credited to the Principal Collections Ledger pursuant to (during
the Controlled Accumulation Period) Clause 5.05(b)(iv) or (during the
Regulated Amortisation Period) Clause 5.05(c)(iv) which has been
identified to be so applied and (ii) on each Transfer Date during the
Controlled Accumulation Period or the Regulated Amortisation Period the
amount to be treated as Investor Cash Available for Acquisition pursuant
to Clause 5.11(b)(ix) (which have been identified to be so applied).
Such Investor Cash Available for Acquisition shall be utilised as
follows:
(i) by allocating such amounts to the Series 05-1 Investor
Beneficiary Interests to the extent required to enable such
Investor Beneficiaries to fund the Receivables Trustee in making
payments to the Transferor in respect of any Offer the
Receivables Trustee has determined to accept pursuant to Clause
5.2(c)(i) or in respect of Future Receivables pursuant to Clause
5.2(c)(ii) and transferring such amounts to the Trustee
Acquisition Account in accordance with Clause 5.2(b)(iii)
PROVIDED, HOWEVER, that no amount of Investor Cash Available for
Acquisition shall be used to fund that portion of the amount
payable to the Transferor which is in respect of Ineligible
Receivables;
(ii) to the extent any Investor Cash Available for Acquisition is not
utilised in funding the Receivables Trustee pursuant to (i)
above, to be allocated to the Transferor Beneficiary in order to
increase the proportion of the beneficial interest of the
Investor Beneficiaries in the Eligible Receivables Pool and to
decrease the proportion of the beneficial interest of the
Transferor Beneficiary in the Eligible Receivables Pool pro tanto
pursuant to Clauses 3.3 and 5.2(c)(iii) and transferring such
amounts to the Trustee Acquisition Account in accordance with
Clause 5.2(b)(iii); and
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(iii) the balance, if any, following the utilisation referred to in (i)
and (ii) above will be allocated to the Investor Beneficiaries in
the manner set out in proviso (A) and (B) below and will remain
credited to the Principal Collections Ledger as Investor Cash
Available for Acquisition to be utilised in accordance with this
Clause 5.06 on the next and following Business Days
PROVIDED, however, that:
(A) in the event that the aggregate Investor Cash Available
for Acquisition of all Applicable Series (including Series
05-1) exceeds on any Relevant Date the aggregate of (aa)
amounts payable to the Transferor on such Relevant Date by
way of Purchase Price or pursuant to Clause 5.1 of the
RSA; and (bb) the Transferor Interest on such Relevant
Date, then the amount of the Investor Cash Available for
Acquisition of Series 05-1 to be utilised on such day
pursuant to paragraphs (i) and (ii) above shall be reduced
by an amount equal to the product of (X) a fraction, the
numerator of which is the Investor Cash Available for
Acquisition of Series 05-1 and the denominator of which is
the aggregate Investor Cash Available for Acquisition of
each Applicable Series (including Series 05-1) and (Y) the
amount of the excess identified above; and
(B) any Investor Cash Available for Acquisition not utilised
during any Monthly Period shall be allocated to the Series
05-1 Investor Beneficiary Interest and for the purposes of
calculation treated as referable (pro rata and pari passu
in the proportions that the Class A1 Investor Interest and
the Class A2 Investor Interest bear, respectively, to the
Class A Investor Interest on the date of any such
calculation) to Class A1 and Class A2 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 05-1 Investor Beneficiary Interest and identified as Investor
Cash Available for Acquisition but not utilised pursuant to Clauses
5.06(a) and (b) ("NON-UTILISED INVESTOR CASH AVAILABLE FOR ACQUISITION")
will at the commencement of the Rapid Amortisation Period cease to be
regarded as Investor Cash Available for Acquisition and shall be
included as Available Investor Principal Collections for the Monthly
Period in which the Rapid Amortisation Period commences for distribution
to the Series 05-1 Investor Beneficiary Interest.
5.07 DETERMINATION OF MONTHLY REQUIRED EXPENSE AMOUNTS
(a) The amount required to be transferred and for the purposes of
calculation treated as referable to Class A1 from the Finance Charge
Collections Ledger in respect of each
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Transfer Date (the "CLASS A1 MONTHLY REQUIRED EXPENSE AMOUNT") shall be
the aggregate of the following:
(i) an amount equal to the Class A1 Trustee Payment Amount plus any
Class A1 Trustee Payment Amount remaining unpaid in respect of
any previous Transfer Date; PLUS
(ii) a pro rata proportion (based upon the proportion of the Class A1
Investor Interest to the Class A Investor Interest) of 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 A1
Finance Rate and (C) the Class A1 Debt Amount as of the Record
Date preceding such Transfer Date (such amount being the "CLASS
A1 MONTHLY FINANCE AMOUNT"); PLUS
(iv) an amount equal to the amount of any unpaid Class A1 Deficiency
Amounts; PLUS
(v) an amount equal to an amount which, in respect of any Calculation
Period, is equal to the product of (A) (1) a fraction, the
numerator of which is the actual number of days in such
Calculation Period and the denominator of which is 365 (or 366
in the case of any Calculation Period ending in a leap year)
times (2) the Class A1 Finance Rate, plus 2 per cent., and (B)
the Class A1 Deficiency Amounts (if any) for the immediately
preceding Distribution Date (the "CLASS A1 ADDITIONAL FINANCE
AMOUNT"); PLUS
(vi) a pro rata proportion (based upon the proportion of the Class A1
Investor Interest to the Class A Investor Interest) of the
Monthly Loan Expenses Amount plus, on the Series 05-1 Termination
Date, an amount equal to the a pro rata proportion (based upon
the proportion of the Class A1 Investor Interest to the Class A
Investor Interest) of 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 A2 from the Finance Charge
Collections Ledger in respect of each Transfer Date (the "Class A2
Monthly Required Expense Amount") shall be the aggregate of the
following:
(i) an amount equal to the Class A2 Trustee Payment Amount plus any
Class A2 Trustee Payment Amount remaining unpaid in respect of
any previous Transfer Date; PLUS
(ii) a pro rata proportion (based upon the proportion of the Class A2
Investor Interest to the Class A Investor Interest) of the MTN
Issuer Costs Amount; PLUS
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(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 A2
Finance Rate and (C) the Class A2 Debt Amount as of the Record
Date preceding such Transfer Date (such amount being the "CLASS
A2 MONTHLY FINANCE AMOUNT"); PLUS
(iv) an amount equal to the amount of any unpaid Class A2 Deficiency
Amounts; PLUS
(v) an amount equal to an amount which, in respect of any Calculation
Period, is equal to the product of (A) (1) a fraction, the
numerator of which is the actual number of days in such
Calculation Period and the denominator of which is 365 (or 366
in the case of any Calculation Period ending in a leap year)
times (2) the Class A2 Finance Rate, plus 2 per cent., and (B)
the Class A2 Deficiency Amounts (if any) for the immediately
preceding Distribution Date (the "CLASS A2 ADDITIONAL FINANCE
AMOUNT"); PLUS
(vi) a pro rata proportion (based upon the proportion of the Class A2
Investor Interest to the Class A Investor Interest) of the
Monthly Loan Expenses Amount plus, on the Series 05-1
Termination Date, an amount equal to the a pro rata proportion
(based upon the proportion of the Class A2 Investor Interest to
the Class A Investor Interest) of 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).
(c) 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
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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).
(d) The amount required to be transferred and for the purposes of
calculation treated as referable to Class C from the Finance Charge
Collections Ledger in respect of each Transfer Date (the "CLASS C
MONTHLY REQUIRED EXPENSE AMOUNT") shall be the aggregate of the
following amounts:
(i) an amount equal to the Class C Trustee Payment Amount plus any
Class C Trustee Payment Amount remaining unpaid in respect of any
previous Transfer Date; PLUS
(ii) an amount equal to an amount which, in respect of any Calculation
Period, is equal to the product of (A) a fraction, the numerator
of which is the actual number of days in such Calculation Period
and the denominator of which is 365 (or 366 in the case of any
Calculation Period ending in a leap year), (B) the Class C
Finance Rate, and (C) the Class C Debt Amount determined as of
the Record Date preceding such Transfer Date (the "CLASS C
MONTHLY FINANCE AMOUNT"); PLUS
(iii) an amount equal to the amount of any unpaid Class C Deficiency
Amounts; PLUS
(iv) an amount equal to an amount which, in respect of any Calculation
Period, is equal to the product of (A) (1) a fraction, the
numerator of which is the actual number of days in such
Calculation Period and the denominator of which is 365 (or 366
in the case of any Calculation Period ending in a leap year),
times (2) the Class C Finance Rate, plus 2 per cent. per annum,
and (B) the Class C Deficiency Amounts (if any) on the
immediately preceding Distribution Date (the "CLASS C ADDITIONAL
FINANCE AMOUNT"),
and on the related Transfer Date the Receivables Trustee shall deposit
such funds, to the extent available, in accordance with Clause
5.10(c)(i) and Clause 5.15(f).
5.08 DETERMINATION OF MONTHLY PRINCIPAL AMOUNTS
(a) The amount required to be transferred from the Principal Collections
Ledger on each Transfer Date and for the purposes of calculation
treated as referable to Class A1 (the "CLASS A1 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:
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(i) a pro rata proportion (based upon the proportion of the Class A1
Investor Interest to the Class A Investor Interest) 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 A1 Scheduled Redemption Date, the Controlled
Deposit Amount for such Transfer Date; and
(iii) the Class A1 Adjusted Investor Interest (after taking into
account any adjustments to be made on such Transfer Date
pursuant to Clauses 5.13(a)(iii) and (iv) on such Transfer Date)
prior to any amount being deposited into the Principal Funding
Account on such day.
(b) The amount required to be transferred from the Principal Collections
Ledger on each Transfer Date and for the purposes of calculation
treated as referable to Class A2 (the "CLASS A2 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) a pro rata proportion (based upon the proportion of the Class A2
Investor Interest to the Class A Investor Interest) 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 A2 Scheduled Redemption Date, the Controlled
Deposit Amount for such Transfer Date; and
(iii) the Class A2 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.
(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 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.
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(d) 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.
(e) 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 05-1 shall not exceed
the Controlled Deposit Amount for the relevant Transfer Date and in the
event that the aggregate of the Class A Monthly Principal Amount, the
Class B Monthly Principal Amount and the Class C Monthly Principal
Amount (if any), in respect of such Transfer Date as calculated in (a),
(b) and (c) above exceeds the Controlled Deposit Amount for the
relevant Transfer Date, the Class C Monthly Principal Amount will be
reduced by the amount of such excess, (but not so that the Class C
Monthly Principal Amount is less than zero) and to the extent of the
excess over the Class C Monthly Principal Amount, the Class B Monthly
Principal Amount will be reduced (but not so that the Class B Monthly
Principal Amount is less than zero) and the Class A Monthly Principal
Amount, Class B Monthly Principal Amount and Class C Monthly Principal
Amount shall be read and construed accordingly for all purposes.
5.09 COVERAGE OF REQUIRED AMOUNT
(a) (1) On or before each Transfer Date, the Receivables Trustee (acting
on the advice of the Trust Cash Manager) shall determine the
amount (the "CLASS A1 REQUIRED AMOUNT"), if any, by which the
sum of:
(i) the Class A1 Monthly Required Expense Amount; PLUS
(ii) (a) the Class A1 Servicing Fee for the prior Monthly
Period, if any, plus any Class A1 Servicing Fee due but
not paid on any prior Transfer Date, PLUS (b) the Class
A1 Cash Management Fee for the prior Monthly Period, if
any, PLUS any Class A1 Cash Management Fee due but not
paid on any prior Transfer Date; PLUS
(iii) the Class A1 Investor Default Amount, if any, for the
prior Monthly Period
EXCEEDS the aggregate of the Class A1 Available Funds for the
related Monthly Period.
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(2) On or before each Transfer Date, the Receivables Trustee (acting
on the advice of the Trust Cash Manager) shall determine the
amount (the "CLASS A2 REQUIRED AMOUNT"), if any, by which the
sum of:
(i) the Class A2 Monthly Required Expense Amount; PLUS
(ii) (a) the Class A2 Servicing Fee for the prior Monthly
Period, if any, plus any Class A2 Servicing Fee due but
not paid on any prior Transfer Date, PLUS (b) the Class A2
Cash Management Fee for the prior Monthly Period, if any,
PLUS any Class A2 Cash Management Fee due but not paid on
any prior Transfer Date; PLUS
(iii) the Class A2 Investor Default Amount, if any, for the
prior Monthly Period
EXCEEDS the aggregate of the Class A2 Available Funds for the
related Monthly Period.
(3) The aggregate of the Class A1 Required Amount and the Class A2
Required Amount is referred to as the "CLASS A REQUIRED AMOUNT".
(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.
(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.
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(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, pari passu and pro rata between:
(1) an amount equal to the Class A1 Trustee Payment
Amount for such Transfer Date plus any Class A1
Trustee Payment Amounts remaining unpaid in respect
of any previous Transfer Date shall be allocated to
the Series 05-1 Investor Beneficiary for the
purposes of calculation treated as referable to
Class A1 for distribution to the Series 05-1
Investor Beneficiary in respect of Class A1 but
shall, to the extent such payments are not met by
the Series 05-1 Investor Beneficiary from other
sources, be utilised by the Receivables Trustee
towards meeting the Aggregate Trustee Payment
Amount;
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(2) an amount equal to the Class A2 Trustee Payment
Amount for such Transfer Date plus any Class A2
Trustee Payment Amounts remaining unpaid in respect
of any previous Transfer Date shall be allocated to
the Series 05-1 Investor Beneficiary for the
purposes of calculation treated as referable to
Class A2 for distribution to the Series 05-1
Investor Beneficiary in respect of Class A2 but
shall, to the extent such payments are not met by
the Series 05-1 Investor Beneficiary from other
sources, be utilised by the Receivables Trustee
towards meeting the Aggregate Trustee Payment
Amount;
(ii) second, pro rata and pari passu between:
(1) an amount equal to a pro rata proportion (based
upon the proportion that Class A1 Investor Interest
bears to the Class A Investor Interest on such
Transfer Date) of the MTN Issuer Costs Amount for
such Transfer Date shall be allocated to the Series
05-1 Investor Beneficiary for the purposes of
calculation treated as referable to Class A1 and
credited by the Receivables Trustee acting on the
advice of the Trust Cash Manager to the Class A1
Distribution Ledger;
(2) an amount equal to a pro rata proportion (based
upon the proportion that Class A2 Investor Interest
bears to the Class A Investor Interest on such
Transfer Date) of the MTN Issuer Costs Amount for
such Transfer Date shall be allocated to the Series
05-1 Investor Beneficiary for the purposes of
calculation treated as referable to Class A2 and
credited by the Receivables Trustee acting on the
advice of the Trust Cash Manager to the Class A2
Distribution Ledger;
(iii) third, pro rata and pari passu between:
(1) an amount equal to the Class A1 Monthly Finance
Amount for such Transfer Date, plus the amount of
any Class A1 Deficiency Amount for such Transfer
Date, plus the amount of any Class A1 Additional
Finance Amount for such Transfer Date, shall be
allocated to the Series 05-1 Investor Beneficiary
for the purposes of calculation treated as
referable to Class A1 and credited by the
Receivables Trustee acting on the advice of the
Trust Cash Manager to the Class A1 Distribution
Ledger;
(2) an amount equal to the Class A2 Monthly Finance
Amount for such Transfer Date, plus the amount of
any Class A2 Deficiency Amount for such Transfer
Date, plus the amount of any Class A2 Additional
Finance Amount for such Transfer Date, shall be
allocated to the Series 05-1 Investor Beneficiary
for the purposes of calculation treated as
referable to Class A1 and credited by the
Receivables Trustee acting on the advice of the
Trust Cash Manager to the Class A2 Distribution
Ledger;
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(iv) fourth, pro rata and pari passu between:
(1) an amount equal to a pro rata proportion (based
upon the proportion that Class A1 Investor Interest
bears to the Class A Investor Interest on such
Transfer Date) of the Monthly Loan Expenses Amount
plus, on the Series 05-1 Termination Date, equal to
an amount equal to a pro rata proportion (based
upon the proportion that Class A1 Investor Interest
bears to the Class A Investor Interest) of the
principal calculated as payable in accordance with
the Expenses Loan Agreement, shall be allocated to
the Series 05-1 Investor Beneficiary for the
purposes of calculation treated as referable to
Class A1 and credited by the Receivables Trustee
acting on the advice of the Trust Cash Manager to
the Class A1 Distribution Ledger;
(2) an amount equal to a pro rata proportion (based
upon the proportion that Class A2 Investor Interest
bears to the Class A Investor Interest on such
Transfer Date) of the Monthly Loan Expenses Amount
plus, on the Series 05-1 Termination Date, equal to
an amount equal to a pro rata proportion (based
upon the proportion that Class A2 Investor Interest
bears to the Class A Investor Interest) of the
principal calculated as payable in accordance with
the Expenses Loan Agreement, shall be allocated to
the Series 05-1 Investor Beneficiary for the
purposes of calculation treated as referable to
Class A2 and credited by the Receivables Trustee
acting on the advice of the Trust Cash Manager to
the Class A2 Distribution Ledger;
(v) fifth, pro rata and pari passu between:
(1) amounts equal to the Class A1 Servicing Fee, if
any, and Class A1 Cash Management Fee, if any, for
such Transfer Date PLUS amounts of any Class A1
Servicing Fee or Class A1 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 05-1 Investor Beneficiary
for the purposes of calculation treated as
referable to Class A1 for distribution to the
Series 05-1 Investor Beneficiary in respect of
Class A1 but shall, to the extent such fees are not
met by the Series 05-1 Investor Beneficiary from
other sources, be utilised by the Receivables
Trustee and distributed pro rata to the Servicer
and the Receivables Trustee (to enable it to make
payments to Trust Cash Manager) whereupon such
amounts shall cease to be Trust Property and shall
be owned by the Servicer and Receivables Trustee
absolutely;
(2) amounts equal to the Class A2 Servicing Fee, if
any, and Class A2 Cash Management Fee, if any, for
such Transfer Date PLUS amounts
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of any Class A2 Servicing Fee or Class A2 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 05-1
Investor Beneficiary for the purposes of
calculation treated as referable to Class A2 for
distribution to the Series 05-1 Investor
Beneficiary in respect of Class A2 but shall, to
the extent such fees are not met by the Series 05-1
Investor Beneficiary from other sources, be
utilised by the Receivables Trustee and distributed
pro rata to the Servicer and the Receivables
Trustee (to enable it to make payments to the Trust
Cash Manager) whereupon such amounts shall cease to
be Trust Property and shall be owned by the
Servicer and Receivables Trustee absolutely;
(vi) sixth, pro rata and pari passu between:
(1) an amount equal to the Class A1 Investor Default
Amount, if any, for the preceding Monthly Period
shall be allocated to the Series 05-1 Investor
Beneficiary for the purposes of calculation treated
as referable to Class A1 and treated as a portion
of Investor Principal Collections allocated to the
Series 05-1 Investor Beneficiary for the purposes
of calculation treated as referable to Class A1 and
credited to the Principal Collections Ledger on
such Transfer Date;
(2) an amount equal to the Class A2 Investor Default
Amount, if any, for the preceding Monthly Period
shall be allocated to the Series 05-1 Investor
Beneficiary for the purposes of calculation treated
as referable to Class A2 and treated as a portion
of Investor Principal Collections allocated to the
Series 05-1 Investor Beneficiary for the purposes
of calculation treated as referable to Class A2 and
credited to the Principal Collections Ledger on
such Transfer Date;
(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 05-1
Investor Beneficiary for the purposes of calculation
treated as referable to Class B for distribution to the
Series 05-1 Investor Beneficiary in respect of Class B but
shall, to the extent such payments are not met by the
Series 05-1 Investor Beneficiary from other sources, be
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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 05-1
Investor Beneficiary for the purposes of calculation
treated as referable to Class B and credited by the
Receivables Trustee acting on the advice of the Trust Cash
Manager to the Class B Distribution Ledger;
(iii) 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 05-1 Investor
Beneficiary for the purposes of calculation treated as
referable to Class B for distribution to the Series 05-1
Investor Beneficiary for the purposes of calculation
treated as referable to Class B but shall, to the extent
such fees are not met by the Series 05-1 Investor
Beneficiary from other sources, be utilised by the
Receivables Trustee and distributed pro rata to the
Servicer and the Trust Cash Manager whereupon such amounts
shall cease to be Trust Property and shall be owned by the
Servicer and the Receivables Trustee (to enable it to make
payments to the Trust Cash Manager) absolutely;
(iv) 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 A1, Class A2 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 05-1
Investor Beneficiary for the purposes of calculation
treated as referable to Class C for distribution to the
Series 05-1 Investor Beneficiary in respect of Class C but
shall, to the extent such payments are not met by the
Series 05-1 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
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payments to the Trust Cash Manager) on any prior Transfer
Date shall be allocated to the Series 05-1 Investor
Beneficiary for the purposes of calculation treated as
referable to Class C for distribution to the Series 05-1
Investor Beneficiary in respect of Class C but shall, to
the extent such fees are not met by the Series 05-1
Investor Beneficiary from other sources, be utilised by
the Receivables Trustee and distributed pro rata to the
Servicer and the Receivables Trustee (to enable it to make
payments to the Trust Cash Manager) whereupon such amounts
shall cease to be Trust Property and shall be owned by the
Servicer and Receivables Trustee absolutely;
(iii) 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 A1, Class A2
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 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 05-1; 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:
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(i) for each Transfer Date for the Controlled Accumulation
Period, pro rata and pari passu:
(1) an amount equal to the Class A1 Monthly Principal
Amount shall be allocated to the Series 05-1
Investor Beneficiary for the purposes of
calculation treated as referable to Class A1 and
deposited into the Principal Funding Account;
(2) an amount equal to the Class A2 Monthly Principal
Amount shall be allocated to the Series 05-1
Investor Beneficiary for the purposes of
calculation treated as referable to Class A2 and
deposited into the Principal Funding Account;
(ii) for each Transfer Date during the Regulated Amortisation
Period or the Rapid Amortisation Period, pro rata and pari
passu:
(1) an amount equal to the Class A1 Monthly Principal
Amount shall be allocated to the Series 05-1
Investor Beneficiary for the purposes of
calculation treated as referable to Class A1 and
credited to the Class A1 Distribution Ledger;
(2) an amount equal to the Class A2 Monthly Principal
Amount shall be allocated to the Series 05-1
Investor Beneficiary for the purposes of
calculation treated as referable to Class A2 and
credited to the Class A2 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
05-1 Investor Beneficiary for the purposes of calculation
treated as referable to Class B and deposited into the
Principal Funding Account;
(iv) for each Transfer Date during the Regulated Amortisation
Period or the Rapid Amortisation Period commencing on the
Class B Principal Commencement Date, after giving effect
to the distribution referred to in paragraph (ii) above,
an amount equal to the Class B Monthly Principal Amount,
shall be allocated to the Series 05-1 Investor Beneficiary
for the purposes of calculation treated as referable to
Class B and credited to the Class B Distribution Ledger;
(v) for each Transfer Date during the Controlled Accumulation
Period commencing on the Class C Principal Commencement
Date, after giving effect to the distribution referred to
in paragraphs (i) and (iii) above, an amount equal to the
Class C Monthly Principal Amount shall be allocated to the
Series 05-1 Investor Beneficiary for the purposes of
calculation treated as referable to Class C and deposited
into the Principal Funding Account;
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(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 05-1
Investor Beneficiary for the purposes of calculation
treated as referable to Class C and credited to the
Class C Distribution Ledger;
(vii) for each Transfer Date during the Controlled Accumulation
Period, an amount equal to the lesser of (A) the product
of (1) a fraction, the numerator of which is equal to the
Available Investor Principal Collections remaining after
the applications specified in Clauses 5.11(b)(i), (iii)
and (v) above and the denominator of which is equal to the
sum of the Available Investor Principal Collections
available for sharing as specified in the related
Supplement for each Applicable Series in Group One and (2)
the Cumulative Series Principal Shortfall and (B) the
Available Investor Principal Collections remaining after
the applications specified in Clause 5.11(b)(i), (iii) and
(v) above, shall remain in the Principal Collections
Ledger to be treated as Shared Principal Collections and
allocated to Applicable Series in Group One other than
this Series 05-1;
(viii) for each Transfer Date during the Regulated Amortisation
Period or the Rapid Amortisation Period, an amount equal
to the lesser of (A) the product of (1) a fraction, the
numerator of which is equal to the Available Investor
Principal Collections remaining after the applications
specified in Clauses 5.11(b)(ii), (iv) and (vi) above and
the denominator of which is equal to the sum of the
Available Investor Principal Collections available for
sharing as specified in the related Supplement for each
Applicable Series in Group One and (2) the Cumulative
Series Principal Shortfall and (B) the Available Investor
Principal Collections remaining after the applications
specified in Clause 5.11(b)(ii), (iv) and (vi) above,
shall remain in the Principal Collections Ledger to be
treated as Shared Principal Collections and allocated to
Applicable Series in Group One other than this Series
05-1; and
(ix) an amount equal to the Available Investor Principal
Collections remaining after the applications specified in
Clauses 5.11(b)(i) to (viii) shall be applied during the
Controlled Accumulation Period or the Regulated
Amortisation Period as Investor Cash Available for
Acquisition pursuant to Clause 5.06(b) and during a Rapid
Amortisation Period shall be allocated to the Transferor
Beneficiary and utilised in accordance with Clause 5.2(f)
(i)(B) of the Declaration of Trust and Trust Cash
Management Agreement PROVIDED, HOWEVER, that the amount to
be so credited for the Transferor Beneficiary pursuant to
this Clause 5.11(b)(ix) with respect to any Transfer Date
shall be allocated to the Transferor Beneficiary but shall
be transferred to the Transferor Beneficiary only if the
Transferor Interest on such Transfer Date is greater than
zero after
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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 05-1 to be utilised in accordance with
Clause 5.05(e); PROVIDED, FURTHER, that in no event shall
the amount allocable to the Transferor Beneficiary
pursuant to this Clause 5.11(b)(ix) be greater than the
Transferor Interest on such Transfer Date.
(c) On the earlier to occur of the first Distribution Date during the
Regulated Amortisation Period or the Rapid Amortisation Period or
on the Class A Scheduled Redemption Date and on each Distribution
Date thereafter, the Receivables Trustee, acting on the advice of
the Trust Cash Manager, shall distribute amounts pursuant to
Clause 5.11(b) as follows:
(i) from amounts credited to the Principal Funding Account on
a pro rata and pari passu basis:
(1) an amount equal to the lesser of the Class A1
Investor Interest and the amount credited to the
Principal Funding Account allocated to the Series
05-1 Investor Beneficiary for the purposes of
calculation treated as referable to Class A1 shall
be paid to the Series 05-1 Distribution Account and
identified for the Series 05-1 Investor Beneficiary
in respect of Class A1 whereupon such amount shall
cease to be Trust Property and shall be owned by
the Series 05-1 Investor Beneficiary absolutely;
and
(2) an amount equal to the lesser of the Class A2
Investor Interest and the amount credited to the
Principal Funding Account allocated to the Series
05-1 Investor Beneficiary for the purposes of
calculation treated as referable to Class A2 shall
be paid to the Series 05-1 Distribution Account and
identified for the Series 05-1 Investor Beneficiary
in respect of Class A2 whereupon such amount shall
cease to be Trust Property and shall be owned by
the Series 05-1 Investor Beneficiary absolutely;
(ii) from the Class A1 Distribution Ledger and the Class A2
Distribution Ledger pro rata and pari passu:
(1) an amount equal to the lesser of such amount
credited to the Class A1 Distribution Ledger and
the Class A1 Investor Interest (after taking into
account the amount distributed pursuant to
paragraph (i) above) to the Series 05-1
Distribution Account as identified for the Series
05-1 Investor Beneficiary in respect of Class A1
whereupon such amount shall cease to be Trust
Property and shall be owned by the Series 05-1
Investor Beneficiary absolutely; and
(2) an amount equal to the lesser of such amount
credited to the Class A2 Distribution Ledger and
the Class A2 Investor Interest (after
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taking into account the amount distributed pursuant
to paragraph (i) above) to the Series 05-1
Distribution Account as identified for the Series
05-1 Investor Beneficiary in respect of Class A2
whereupon such amount shall cease to be Trust
Property and shall be owned by the Series 05-1
Investor Beneficiary absolutely.
(d) On the earlier to occur of the first Distribution Date during the
Regulated Amortisation Period or the Rapid Amortisation Period on
which the Class A Investor Interest is paid in full and the
Class B Scheduled Redemption Date and on each Distribution Date
thereafter, the Receivables Trustee acting on the advice of the
Trust Cash Manager, shall distribute amounts pursuant to Clause
5.11(b) as follows:
(i) from amounts credited to the Principal Funding Account an
amount equal to the lesser of the Class B Investor
Interest and the amount credited to the Principal Funding
Account allocated to the Series 05-1 Investor Beneficiary
Interest and treated for calculation purposes as referable
to Class B (after giving effect to any payment required
under Clause 5.11(c)(i) above) shall be paid to the Series
05-1 Distribution Account and identified for the Series
05-1 Investor Beneficiary in respect of Class B whereupon
such amount shall cease to be Trust Property and should be
owned by the Series 05-1 Investor Beneficiary absolutely;
and
(ii) from the Class B Distribution Ledger an amount equal to
the lesser of such amount credited to the Class B
Distribution Ledger pursuant to Clause 5.11(b)(iv) and the
Class B Investor Interest (after giving effect to any
reductions pursuant to 5.13) to the Series 05-1
Distribution Account as identified for the Series 05-1
Investor Beneficiary in respect of Class B whereupon such
amount shall cease to be Trust Property and shall be owned
by the Series 05-1 Investor Beneficiary absolutely.
(e) On the earlier to occur of the first Distribution Date during the
Regulated Amortisation Period or the Rapid Amortisation Period on
which each of the Class A Investor Interest and the Class B
Investor Interest is paid in full and the Class C Scheduled
Redemption Date and on each Distribution Date thereafter, the
Receivables Trustee acting on the advice of the Trust Cash
Manager, shall distribute amounts pursuant to Clause 5.11(b) as
follows:
(i) from amounts credited to the Principal Funding Account
identified for the Series 05-1 Investor Beneficiary and
treated for calculation purposes as referable to Class C
an amount equal to the lesser of the Class C Investor
Interest and the amount credited to the Principal Funding
Account (after giving effect to any payment required under
Clause 5.11(c)(i) and Clause 5.11(d)(i) above) shall be
paid to the Series 05-1 Distribution Account and
identified for the Series 05-1 Investor Beneficiary in
respect of Class C whereupon such amount shall cease to be
Trust Property and should be owned by the Series 05-1
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 05-1 Distribution Account as identified for the
Series 05-1 Investor Beneficiary in respect of Class C
whereupon such amount shall cease to be Trust Property and
shall be owned by the Series 05-1 Investor Beneficiary
absolutely.
(f) The Controlled Accumulation Period is scheduled to commence at
the close of business on 31 May 2007 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 05-1 Scheduled
Redemption Date at least equal to the Controlled Accumulation
Period Length and, as a result, the number of Monthly Periods in
the Controlled Accumulation Period will at least equal the
Controlled Accumulation Period Length.
On the Determination Date immediately preceding the Distribution
Date falling in 31 May 2007 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:
(i) all amounts:
(1) credited to the Class A1 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 05-1 Distribution Account and shall identify
them as being for the Series 05-1 Investor Beneficiary and
treated for calculation purposes and referable to Class A1
in respect of Class A1 whereupon such amount shall cease
to be Trust Property and shall be owned by the Series 05-1
Investor Beneficiary absolutely; and
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(2) credited to the Class A2 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 05-1 Distribution Account and shall identify
them as being for the Series 05-1 Investor Beneficiary and
treated for calculation purposes and referable to Class A2
in respect of Class A2 whereupon such amount shall cease
to be Trust Property and shall be owned by the Series 05-1
Investor Beneficiary absolutely;
(ii) all amounts credited to the Class B Distribution Ledger pursuant
to Clause 5.10(b)(ii) and Clause 5.15(c) and then deposit such
amount in the Series 05-1 Distribution Account as identified for
the Series 05-1 Investor Beneficiary in respect of Class B
whereupon such amount shall cease to be Trust Property and shall
be owned by the Series 05-1 Investor Beneficiary absolutely;
(iii) all amounts credited to the Class C Distribution Ledger pursuant
to Clause 5.15(f) and Clause 5.19 and then deposit such amount in
the Series 05-1 Distribution Account as identified for the Series
05-1 Investor Beneficiary in respect of Class C whereupon such
amount shall cease to be Trust Property and shall be owned by the
Series 05-1 Investor Beneficiary absolutely;
(iv) to the extent that the amounts referred to in Clauses 5.10 (a)(i)
and 5.10 (a)(iv) are met by the Series 05-1 Investor Beneficiary
from other sources, the amounts of:
(1) Class A1 Available Funds calculated with reference to the
Series 05-1 Investor Beneficiary Interest in respect of
Class A1 to meet such amounts shall be distributed to the
Series 05-1 Investor Beneficiary by deposit of such amount
in the Series 05-1 Distribution Account as identified for
the Series 05-1 Investor Beneficiary in respect of Class
A1 whereupon such amounts shall cease to be Trust Property
and shall be owned by the Series 05-1 Investor Beneficiary
absolutely;
(2) Class A2 Available Funds calculated with reference to the
Series 05-1 Investor Beneficiary Interest in respect of
Class A2 to meet such amounts shall be distributed to the
Series 05-1 Investor Beneficiary by deposit of such amount
in the Series 05-1 Distribution Account as identified for
the Series 05-1 Investor Beneficiary in respect of Class
A2 whereupon such amounts shall cease to be Trust Property
and shall be owned by the Series 05-1 Investor Beneficiary
absolutely;
(v) to the extent that the amounts referred to in Clauses 5.10 (b)(i)
and 5.10 (b)(iii) are met by the Series 05-1 Investor Beneficiary
from other sources, the amounts of Class B Available Funds
calculated with reference to the Series 05-1 Investor Beneficiary
Interest in respect of Class B to meet such amounts shall be
distributed to the Series 05-1 Investor Beneficiary by deposit of
such amount in the Series 05-1 Distribution Account as identified
for the Series 05-1 Investor Beneficiary in respect of Class B
whereupon such amounts shall cease to be
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Trust Property and shall be owned by the Series 05-1 Investor
Beneficiary absolutely; and
(vi) to the extent that the amounts referred to in Clauses 5.10 (c)(i)
and 5.10 (c)(ii) are met by the Series 05-1 Investor Beneficiary
from other sources, the amounts of Class C Available Funds
calculated with reference to the Series 05-1 Investor Beneficiary
Interest in respect of Class C to meet such amounts shall be
distributed to the Series 05-1 Investor Beneficiary by deposit of
such amount in the Series 05-1 Distribution Account as identified
for the Series 05-1 Investor Beneficiary in respect of Class C
whereupon such amounts shall cease to be Trust Property and shall
be owned by the Series 05-1 Investor Beneficiary absolutely.
5.13 INVESTOR CHARGE-OFFS
(a) On or before each Transfer Date, the Receivables Trustee acting on the
advice of the Trust Cash Manager shall calculate the Class A1 Investor
Default Amount and the Class A2 Investor Default Amount, each of which
shall be applied as follows:
(i) If on any Transfer Date, the aggregate of the Class A1 Investor
Default Amount and the Class A2 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 aggregate of the Class A1 Investor Default
Amount and Class A2 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, each of the Class A1 Investor
Interest and Class A2 Investor Interest will be reduced (pro
rata and pari passu in the proportions that the Class A1 Investor
Interest and the Class A2 Investor Interest bear, respectively,
to the Class A Investor Interest on such Transfer Date) by the
amount by which the Class B Investor Interest would have been
reduced below zero, but not by more than the aggregate of the
Class A1 Investor Default Amount and the Class A2 Investor
Default Amount for such Transfer Date (a "CLASS A1 INVESTOR
CHARGE-OFF" and a "CLASS A2 INVESTOR CHARGE-OFF", respectively,
together a "CLASS A INVESTOR CHARGE-OFF").
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(iv) If the Class A Investor Interest has been reduced by the amount
of any Class A Investor Charge-Offs, it will be reinstated (pro
rata and pari passu as between the Class A1 Investor Interest and
the Class A2 Investor Interest in the proportions that the Class
A1 Investor Interest and the Class A2 Investor Interest bear,
respectively, to the Class A Investor Interest on such Transfer
Date) 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).
(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 A1 Investor Default Amounts or Class A2 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
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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 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 05-1. Such amount shall be payable
solely to the extent amounts are available from Excess Spread for
distribution in respect thereof pursuant to Clause 5.15(l) PROVIDED,
HOWEVER, that if there are insufficient amounts available to pay such
amount in full on the relevant Transfer Date, the excess will be carried
forward and payable on the next and subsequent Transfer Dates solely to
the extent amounts are available from Excess Spread for distribution in
respect thereof pursuant to Clause 5.15(l).
(b) where any amount is paid by the Receivables Trustee to the Transferor
pursuant to Clause 5.15(l), the said payment shall be treated as
discharging pro tanto both:
(i) any obligation of the Receivables Trustee to make a payment to
the Transferor under the Trust Section 75 Indemnity; and
(ii) any corresponding obligation of the Series 05-1 Investor
Beneficiary in respect of Class A to make a corresponding payment
to the Receivables Trustee in respect of the Aggregate Investor
Indemnity Amount.
(c) To the extent that the Series 05-1 Investor Beneficiary makes payment to
the Transferor from other sources in respect of the amount referred to
in (b)(i) above, such payment shall be treated as discharging pro tanto
the obligations referred to in (b)(i) and (ii) above and the amount
referred to in Clause 5.15(l) shall be distributed to the Series 05-1
Investor Beneficiary in respect of Class A by deposit of such amount in
the Series 05-1 Distribution Account as identified for the Series 05-1
Investor Beneficiary in respect of Class A1 and Class A2 whereupon such
amount shall cease to be Trust Property and shall be owned by the Series
05-1 Investor Beneficiary absolutely.
5.15 EXCESS SPREAD
On or before each Transfer Date, the Receivables Trustee acting on the
advice of the Trust Cash Manager will apply or cause the Receivables
Trustee to apply Excess Spread with respect to the related Monthly
Period, to make the following distributions in the following priority:
(a) An amount equal to the aggregate of the Class A1 Required Amount
and the Class A2 Required Amount, if any, with respect to such
Transfer Date will be used to fund pro rata and pari passu (in
the proportions that the Class A1 Investor Interest and the Class
A2 Investor Interest bear, respectively, to the
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Class A Investor Interest on such Transfer Date) the Class A1
Required Amount and the Class A2 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);
(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 05-1 Investor Beneficiary Interest and
for the purposes of calculation treated as referable on a pro
rata and pari passu basis (in the proportions that the Class A1
Investor Interest and the Class A2 Investor Interest bear,
respectively, to the Class A Investor Interest on such Transfer
Date) Class A1 and Class A2 and utilised to reinstate pro rata
and pari passu the Class A1 Investor Interest and the Class A2
Investor Interest (in the proportions that the Class A1 Investor
Interest and the Class A2 Investor Interest bear, respectively,
to the Class A Investor Interest on such Transfer Date) and be
treated as a portion of Investor Principal Collections allocated
to the Series 05-1 Investor Beneficiary Interest for the purposes
of calculation treated as referable on a pro rata and pari passu
basis (in the proportions that the Class A1 Investor Interest and
the Class A2 Investor Interest bear, respectively, to the Class A
Investor Interest) Class A1 and Class A2 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 05-1 Investor Beneficiary Interest and for the purposes of
calculation treated as referable to Class B and treated as a
portion of Investor Principal Collections allocated to the Series
05-1 Investor Beneficiary Interest and for the purposes of
calculation treated as referable to Class B and credited to the
Principal Collections Ledger on such Transfer Date;
(d) an amount equal to the aggregate amount by which the Class B
Investor Interest has been reduced below the Class B Initial
Investor Interest for reasons other than the payment of principal
amounts to Class B (but not in excess of the aggregate amount of
such reductions which have not been previously reinstated) will
be allocated to the Series 05-1 Investor Beneficiary Interest and
for the purposes of calculation treated as referable to Class B
and utilised to reinstate the Class B Investor Interest and
treated as a portion of Investor Principal Collections allocated
to the Series 05-1 Investor Beneficiary Interest and for the
purposes of calculation treated as referable to Class B and
credited to the Principal Collections Ledger on such Transfer
Date;
(e) [DELIBERATELY LEFT BLANK]
(f) an amount equal to the sum of the Class C Monthly Finance Amount,
the Class C Deficiency Amount and the Class C Additional Finance
Amount (as at such Transfer Date) will be credited to the Class C
Distribution Ledger;
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(g) [DELIBERATELY LEFT BLANK];
(h) an amount equal to the Class C Investor Default Amount shall
be allocated to the Series 05-1 Investor Beneficiary Interest and
for the purposes of calculation treated as referable to Class C
and treated as a portion of Investor Principal Collections
allocated to the Series 05-1 Investor Beneficiary Interest and
for the purposes of calculation treated as referable to Class C
and credited to the Principal Collections Ledger on such Transfer
Date;
(i) an amount equal to the aggregate amount by which the Class C
Investor Interest has been reduced below the Class C Initial
Investor Interest for reasons other 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 05-1 Investor Beneficiary Interest and for the
purposes of calculation treated as referable to Class C and
credited to the Principal Collections Ledger on such Transfer
Date;
(j) on each Transfer Date from and after the Reserve Account
Funding Date, but prior to the date on which the Reserve Account
terminates as described in Clause 5.22(f), an amount up to the
excess, if any, of the Required Reserve Amount over the Available
Reserve Account Amount shall be allocated to the Series 05-1
Investor Beneficiary Interest and for the purposes of calculation
treated as referable to on a pro rata and pari passu basis (in
the proportions that the Class A1 Investor Interest and the Class
A2 Investor Interest bear, respectively, to the Class A Investor
Interest on such Transfer Date) Class A1 and Class A2 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 05-1 Investor Beneficiary Interest and for the purposes of
calculation treated as referable to Class C and deposited into
the Spread Account;
(l) an amount equal to the Aggregate Investor Indemnity Amount,
if any, for the prior Monthly Period (together with any amounts
in respect of previous Monthly Periods which are unpaid) will be
allocated to the Series 05-1 Investor Beneficiary Interest and
for the purposes of calculation treated as referable to on a pro
rata and pari passu basis (in the proportions that the Class A1
Investor Interest and the Class A2 Investor Interest bear,
respectively, to the Class A Investor Interest on such Transfer
Date) Class A1 and Class A2 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 05-1 Extra Amount for such
Transfer Date will be allocated to the Series 05-1 Investor
Beneficiary Interest and for the purposes of
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calculation treated as referable on a pro rata and pari passu
basis (in the proportions that the Class A1 Investor Interest and
the Class A2 Investor Interest bear, respectively, to the Class A
Investor Interest on such Transfer Date) Class A1 and Class A2
and paid into the Series 05-1 Distribution Account whereupon such
amount shall cease to be Trust Property and shall be owned by the
Series 05-1 Investor Beneficiary absolutely; and
(n) the balance, if any, after giving effect to the payments made
pursuant to paragraphs (a) through (m) (inclusive) above shall be
paid to the Excess Interest Beneficiary in respect of its rights
relating to Trust Property calculated by reference to Series 05-1
whereupon such amount shall cease to be Trust Property and shall
be owned by the Excess Interest Beneficiary absolutely.
5.16 REALLOCATED CLASS C PRINCIPAL COLLECTIONS
(a) On each Transfer Date, the Trust Cash Manager will advise the
Receivables Trustee as to the amounts of Principal Collections allocated
pursuant to Clauses 5.05(a)(ii), 5.05(b)(ii), 5.05(c)(ii) and
5.05(d)(ii) for calculation purposes treated as referable to Class C to
apply as Reallocated Class C Principal Collections with respect to such
Transfer Date as follows:
(i) an amount equal to the excess, if any, of (i) the aggregate
of the Class A1 Required Amount and Class A2 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.
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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 05-1 Investor Beneficiary
Interest for calculation purposes treated as referable to Class B to
apply as Reallocated Class B Principal Collections with respect to such
Transfer Date as follows:
(i) an amount equal to the excess, if any, of (i) the aggregate of
the Class A1 Required Amount and Class A2 Required Amount, if
any, with respect to such Transfer Date over (ii) the amount of
Excess Spread and Reallocated Class C Principal Collections with
respect to the related Monthly Period shall be credited to the
Finance Charge Collections Ledger to be applied pursuant to
Clauses 5.10(a)(i) to (v) in that order of priority;
(b) On each Transfer Date the notional amount calculated as the Class B
Investor Interest shall be reduced by an amount equal to the excess of
the amount of Reallocated Class B Principal Collections for such
Transfer Date over the Class C Investor Interest (after giving effect to
any Class C Investor Charge-Offs for such Transfer Date).
(c) In the event that the calculation of the amount of Reallocated Class B
Principal Collections to be re-applied would cause the Class B Investor
Interest (after giving effect 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
05-1 which are not available to be utilised as Investor Cash Available
for Acquisition pursuant to the proviso to Clauses 5.05(a)(iv) and
5.05(b)(iv) and are not applied to meet any Class A1 Monthly Principal
Amount, Class A2 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 05-1 on any Transfer Date shall be
applied as Available Investor Principal Collections pursuant to Clause
5.11 and pursuant to such Clause 5.11 shall be allocated as follows:
(i) first, pro rata and pari passu:
(1) to the Series 05-1 Investor Beneficiary, for the purposes
of calculation treated as referable to Class A1, and
deposited in the Principal Funding Account during the
Controlled Accumulation Period identified for the
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Series 05-1 Investor Beneficiary in respect of Class A1
until such time as the amount deposited to the Principal
Funding Account identified for the Series 05-1 Investor
Beneficiary in respect of Class A1 is equal to the Class
A1 Investor Interest;
(2) to the Series 05-1 Investor Beneficiary, for the purposes
of calculation treated as referable to Class A2, and
deposited in the Principal Funding Account during the
Controlled Accumulation Period identified for the Series
05-1 Investor Beneficiary in respect of Class A2 until
such time as the amount deposited to the Principal Funding
Account identified for the Series 05-1 Investor
Beneficiary in respect of Class A2 is equal to the Class
A2 Investor Interest;
(ii) second, pro rata and pari passu:
(1) to the Series 05-1 Investor Beneficiary, for the purposes
of calculation treated as referable to Class A1 and
credited to the Class A1 Distribution Ledger during the
Regulated Amortisation Period or the Rapid Amortisation
Period until such time as the Class A1 Investor Interest
is zero;
(2) to the Series 05-1 Investor Beneficiary, for the purposes
of calculation treated as referable to Class A2 and
credited to the Class A2 Distribution Ledger during the
Regulated Amortisation Period or the Rapid Amortisation
Period until such time as the Class A2 Investor Interest
is zero;
(iii) third, to the Series 05-1 Investor Beneficiary, for the purposes
of calculation treated as referable to Class B and deposited in
the Principal Funding Account during the Controlled Accumulation
Period identified for the Series 05-1 Investor Beneficiary in
respect of Class B until such time as the amount deposited to the
Principal Funding Account identified for the Series 05-1 Investor
Beneficiary in respect of Class B is equal to the Class B
Investor Interest;
(iv) fourth, to the Series 05-1 Investor Beneficiary, for the purposes
of calculation treated as referable to Class B and credited to
the Class B Distribution Ledger during the Regulated Amortisation
Period or the Rapid Amortisation Period until such time as the
Class B Investor Interest is zero;
(v) fifth, to the Series 05-1 Investor Beneficiary, for the purposes
of calculation treated as referable to Class C and deposited in
the Principal Funding Account during the Controlled Accumulation
Period identified for the Series 05-1 Investor Beneficiary in
respect of Class C until such time as the amount deposited to the
Principal Funding Account identified for the Series 05-1Investor
Beneficiary in respect of Class C is equal to the Class C
Investor Interest; and
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(vi) sixth, to the Series 05-1 Investor Beneficiary, for the purposes
of calculation treated as referable to Class C and credited to
the Class C Distribution Ledger during the Regulated Amortisation
Period or the Rapid Amortisation Period until such time as the
Class C Investor Interest is zero.
(c) Shared Principal Collections allocable to Series 05-1 with respect to
any Transfer Date shall mean an amount equal to the Series Principal
Shortfall, if any, with respect to Series 05-1 for such Transfer Date
PROVIDED, HOWEVER, that if the aggregate amount of Shared Principal
Collections for all Applicable Series for such Transfer Date is less
than the Cumulative Series Principal Shortfall for such Transfer Date,
then Shared Principal Collections allocable to Series 05-1 on such
Transfer Date shall equal the product of (i) Shared Principal
Collections for all Applicable Series for such Transfer Date and (ii) a
fraction, the numerator of which is the Series Principal Shortfall with
respect to Series 05-1 for such Transfer Date and the denominator of
which is the aggregate amount of the Cumulative Series Principal
Shortfall for all Applicable Series for such Transfer Date.
5.19 SPREAD ACCOUNT
(a) (i) The Receivables Trustee shall establish and maintain with a
Qualified Institution, in the name of the Receivables Trustee,
for the benefit of the Series 05-1 Investor Beneficiary and the
Transferor Beneficiary by way of separate trust, an Eligible
Deposit Account with such Qualified Institution (the "SPREAD
ACCOUNT"), bearing a designation clearly indicating that the
funds deposited therein are held on trust for the benefit of the
Series 05-1 Investor Beneficiary and the Transferor Beneficiary.
(ii) The Receivables Trustee, as trustee of the Receivables Trust,
shall possess all legal right, title and interest in all funds on
deposit from time to time in the Spread Account and in all
proceeds thereof. The Spread Account shall be a Trust Account for
the purposes of the Trust and Cash Management Agreement and all
amounts deposited therein shall be regarded as being segregated
for the benefit of Series 05-1 and allocated to the beneficial
entitlement of (A) the Series 05-1 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 05-1
Investor Beneficiary; and (B) the Transferor Beneficiary to the
extent of investment earnings on amounts deposited in the Spread
Account as calculated pursuant to Clause 5.19(b)(iv)(B).
(iii) If at any time the institution holding the Spread Account ceases
to be a Qualified Institution the Trust Cash Manager shall notify
the Receivables Trustee, and the Receivables Trustee upon being
notified shall, within 10 Business Days, establish (or direct the
Trust Cash Manager to establish) a new Spread Account meeting the
conditions specified above with a Qualified Institution, and shall
transfer any cash or any investments to such new Spread Account.
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(iv) The Receivables Trustee, acting on the advice of the Trust Cash
Manager, shall:
(A) on each Transfer Date make the deposit, if any, pursuant
to 5.15(k); and
(B) make withdrawals from the Spread Account from time to
time:
(1) in priority (aa) on each Transfer Date in the
amount up to the Available Spread Account Amount at
such time for the purposes set out in Clause
5.15(f), (bb) on the Class C Release Date, an
amount up to the Available Spread Account Amount
equal to the excess, if any, of the Class C Debt
Amount over the Class C Investor Interest, and (cc)
on each Transfer Date from and after the Class C
Release Date, an amount up to the Available Spread
Account Amount equal to the excess, if any, of the
Class C Investor Default Amount over the amount of
Excess Spread applied to meet the Class C Investor
Default Amount pursuant to Clause 5.15(h)
(the aggregate of (aa), (bb) and (cc) constituting
the "TOTAL WITHDRAWAL AMOUNT"); and
(2) as required by paragraphs (b), (c) and (d) of this
Clause 5.19.
(v) In the event that, for any Transfer Date, the Total Withdrawal
Amount is greater than zero, the Trust Cash Manager shall:
(A) advise the Receivables Trustee in writing, in
substantially the form of Exhibit C to the Schedule to the
Series 05-1 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
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Investment made pursuant to Clause 5.19(b)(i) shall be disposed
of prior to its maturity.
(iv) On each Transfer Date, all interest and investment earnings (net
of losses and investment expenses) earned during the period
immediately preceding such Transfer Date on funds on deposit in
the Spread Account shall:
(A) be retained in the Spread Account to the extent that the
Available Spread Account Amount is less than the Required
Spread Account Amount taking into account any amounts to
be credited on that Transfer Date pursuant to Clause 5.19
(a)(iv)(A); and
(B) to the extent of any amount remaining after the
application in (A) above, be withdrawn from the Spread
Account and paid by the Receivables Trustee to the
Transferor Beneficiary whereupon such amount shall cease
to be Trust Property and shall be owned by the Transferor
Beneficiary absolutely.
(v) Subject to the restrictions set out above, the Trust Cash
Manager, or a Person designated in writing by the Trust Cash
Manager of which the 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
05-1 Investor Beneficiary, an amount equal to the Spread Account Surplus
whereupon such amount shall cease to be Trust Property and shall be
owned by the Series 05-1 Investor Beneficiary absolutely to be treated
as an Excess Finance Charge Amount referable to Series 05-1.
(d) Upon the earlier to occur of (i) the termination of the Receivables
Trust pursuant to Clause 8 of the Trust and Cash Management Agreement
and (ii) the Series 05-1 Termination Date, the Receivables Trustee,
acting on the advice of the Trust Cash Manager and payable from the
Spread Account as provided herein, shall withdraw on such date (after
taking into account all other deposits and withdrawals in respect of the
Spread Account on such date) from the Spread Account all amounts on
deposit in the Spread Account and pay them to the Series 05-1 Investor
Beneficiary whereupon such amount shall cease to be trust property and
shall be owned by the Series 05-1 Investor Beneficiary absolutely to be
treated as an Excess Finance Charge Amount referable to Series 05-1.
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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 05-1 Investor Beneficiary and the
Transferor Beneficiary, by way of separate trust, a Trust Account
with such Qualified Institution (the "PRINCIPAL FUNDING
ACCOUNT"), bearing a designation clearly indicating that the
funds deposited therein are held on trust for the benefit of the
Series 05-1 Investor Beneficiary and the Transferor Beneficiary.
(ii) The Receivables Trustee, as trustee of the Receivables Trust,
shall possess all legal right, title and interest in all funds
on deposit from time to time in the Principal Funding Account and
in all proceeds thereof. The Principal Funding Account shall be a
Trust Account for the purposes of the Trust and Cash Management
Agreement and amounts deposited therein shall be allocated to the
beneficial entitlement of Beneficiaries as follows:
(A) all amounts deposited therein pursuant to Clause 5.11(b)
(i) shall be allocated to the Series 05-1 Investor
Beneficiary, for the purposes of calculation treated as
referable to Class A and regarded as being segregated for
the benefit of Class A;
(B) all amounts deposited therein pursuant to Clause 5.11(b)
(iii) shall be allocated to the Series 05-1 Investor
Beneficiary, for the purposes of calculation treated as
referable to Class B and regarded as being segregated for
the benefit of Class B;
(C) all amounts deposited therein pursuant to Clause 5.11(b)
(v) shall be allocated to the Series 05-1 Investor
Beneficiary, for the purposes of calculation treated as
referable to Class C and regarded as being segregated for
the benefit of the Series 05-1 Investor Beneficiary in
respect of Class C; and
(D) all amounts deposited therein which represent Excess
Principal Funding Investment Proceeds on any Transfer Date
shall be allocated to the Transferor Beneficiary PROVIDED,
HOWEVER, that for the avoidance of doubt any Principal
Funding Investment Proceeds which are not Excess Principal
Funding Investment Proceeds shall be allocated to the
Investor Beneficiary.
(iii) If at any time the institution holding the Principal Funding
Account ceases to be a Qualified Institution the Trust Cash
Manager shall notify the Receivables Trustee, and the Receivables
Trustee upon being notified shall, within 10 Business Days,
establish (or direct the Trust Cash Manager to establish) a new
Principal Funding Account meeting the conditions specified above
with a Qualified Institution, and shall transfer any cash or any
investments to such new Principal Funding Account.
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(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 05-1 Investor Beneficiary and for
calculation purposes treated as referable to Class A1, Class A2,
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
05-1 Investor Beneficiary and for the purposes of calculation
treated or referable on a pro rata and pari passu basis (in the
proportions that the Class A1 Investor Interest and the Class A2
Investor Interest bear, respectively, to the Class A Investor
Interest on such Transfer Date) Class A1 and Class A2, but not in
excess of the aggregate of the Class A1 Covered Amount and Class
A2 Covered Amount, for application as Class A1 Available Funds
and Class A2 Available Funds, respectively, 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 pro rata (in the proportions that the Class A1 Investor
Interest and the Class A2 Investor Interest bear, respectively,
to the Class A Investor Interest on such Transfer
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Date) and pari passu in Class A1 Available Funds and Class A2
Available Funds, respectively, 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 A1 DISTRIBUTION LEDGER" and
"CLASS A2 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:
(1) the Class A1 Distribution Ledger shall be allocated to the
Series 05-1 Investor Beneficiary for the purposes of
calculation treated as referable to Class A1 and regarded
as being segregated for the benefit of the Series 05-1
Investor Beneficiary in respect of Class A1;
(2) the Class A2 Distribution Ledger shall be allocated to the
Series 05-1 Investor Beneficiary for the purposes of
calculation treated as referable to Class A2 and regarded
as being segregated for the benefit of the Series 05-1
Investor Beneficiary in respect of Class A2.
(iii) The Receivables Trustee at all times shall maintain accurate
records reflecting each transaction in each of the Class A1
Distribution Ledger and Class A2 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 05-1 Investor Beneficiary for the
purposes of calculation treated as referable to Class B and
regarded as being segregated for the benefit of the Series 05-1
Investor Beneficiary in respect of Class B.
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(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 05-1 Investor Beneficiary for the
purposes of calculation treated as referable to Class C and
regarded as being segregated for the benefit of the Series 05-1
Investor Beneficiary in respect of Class C.
(iii) The Receivables Trustee at all times shall maintain accurate
records reflecting each transaction in the Class C Distribution
Ledger.
5.22 RESERVE ACCOUNT
(a) (i) The Receivables Trustee shall establish and maintain with a
Qualified Institution, in the name of the Receivables Trustee,
for the benefit of the Series 05-1 Investor Beneficiary, by way
of separate trust, a Trust Account with such Qualified
Institution (the "RESERVE ACCOUNT"), bearing a designation
clearly indicating that the funds deposited therein are held on
trust for the benefit of the Series 05-1 Investor Beneficiary.
All amounts deposited in or withdrawn from the Reserve Account
will for the purposes of calculation be treated as referable on a
pro rata and pari passu basis (in the proportions that the
Class A1 Investor Interest and the Class A2 Investor Interest
bear, respectively, to the Class A Investor Interest on any date
of such calculation) Class A1 and Class A2.
(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 05-1 Investor Beneficiary and
regarded as being segregated for the benefit of Series 05-1
Investor Beneficiary.
(iii) If at any time the institution holding the Reserve Account ceases
to be a Qualified Institution, the Trust Cash Manager shall
notify the Receivables Trustee, and the Receivables Trustee upon
being notified shall, within 10 Business Days, establish
(or direct the Trust Cash Manager to establish) a new Reserve
Account meeting the conditions specified above with a Qualified
Institution, and shall transfer any cash or any investments to
such new Reserve Account.
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(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 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.
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(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 05-1
Investor Beneficiary an amount equal to such Reserve Account Surplus to
be treated as an Excess Finance Charge Amount referable to Series 05-1.
(f) Upon the earliest to occur of:
(i) the termination of the Receivables Trust pursuant to Clause 6.3
or Clause 8;
(ii) the first Transfer Date for the Regulated Amortisation Period or
the Rapid Amortisation Period; and
(iii) the Transfer Date immediately preceding the Series 05-1
Termination Date,
the Receivables Trustee, acting on the advice of the Trust Cash Manager,
after the prior payment of all amounts due to the Series 05-1 Investor
Beneficiary, that are payable from the Reserve Account as provided
herein, shall withdraw from the Reserve Account and pay to the
Series 05-1 Investor Beneficiary all remaining amounts, on deposit in
the Reserve Account which will then be treated as Excess Finance Charge
Amounts referable to Series 05-1 and the Reserve Account shall be deemed
to have terminated for the purposes of the Series 05-1 Supplement.
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PART 6
MONTHLY STATEMENT TO SERIES 05-1
MONTHLY STATEMENT TO SERIES 05-1
On or before each Distribution Date, the Receivables Trustee shall forward to
the Series 05-1 Investor Beneficiary and each Rating Agency a statement
substantially in the form of Exhibit B to the Schedule prepared by the
Servicer, delivered to the Receivables Trustee and setting forth, among other
things, the following information:
(i) the total amount distributed;
(ii) the amount of such distribution allocable to the Class A1 Monthly
Principal Amount, Class A2 Monthly Principal Amount, Class B Monthly
Principal Amount and Class C Monthly Principal Amount, respectively;
(iii) the amount of such distribution allocable to Class A1 Trustee Payment,
Class A2 Trustee Payment, MTN Issuer Costs Amount, Class A1 Monthly
Finance Amount, Class A2 Monthly Finance Amount, Class A1 Deficiency
Amounts, Class A2 Deficiency Amounts, Class A1 Additional Finance
Amount, Class A2 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 05-1 Investor Beneficiary Interest
and for the purposes of calculation treated as referable to Class A1,
Class A2, Class B and Class C, respectively;
(v) the amount of Finance Charge Collections processed during the related
Monthly Period and allocated to the Series 05-1 Investor Beneficiary
Interest and for the purposes of calculation treated as referable to
Class A1, Class A2, Class B and Class C, respectively;
(vi) the amount of Acquired Interchange allocable to Series 05-1 deposited in
the Trustee Collection Account in respect of the related Monthly Period;
(vii) the aggregate amount of Principal Receivables, the Investor Interest,
the Adjusted Investor Interest, the Class A1 Investor Interest, the
Class A2 Investor Interest, the Class A1 Adjusted Investor Interest,
the Class A2 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 A1 Floating Allocation, the Class A2 Floating
Allocation, the Class B Floating Allocation, the Class C Floating
Allocation and the Fixed Investor Percentage, the Class A1 Fixed
Allocation, the Class A2 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;
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(ix) the Aggregate Investor Default Amount, the Class A1 Investor Default
Amount, the Class A2 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 A1 Servicing Fee, Class A2 Servicing Fee,
Class A1 Cash Management Fee and Class A2 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 05-1 Investor Beneficiary Interest and
for the purposes of calculation treated as referable to Class A1, Class
A2, 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 A1 Available Funds, Class A2 Available Funds,
Class B Available Funds and Class C Available Funds credited to the
Finance Charge Collections Ledger on the related Transfer Date; and
(xxi) such other items as are set out in Exhibit B to this Schedule.
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PART 7
SERIES 05-1 PAY OUT EVENTS
SERIES 05-1 PAY OUT EVENTS
For the purposes of Clause 6.2 of the Trust and Cash Management Agreement, if
any one of the following events shall occur with respect to Series 05-1:
(a) failure on the part of the Transferor (i) to make any payment or deposit
required by the terms of the RSA, on or before the date occurring five
Business Days after the date such payment or deposit is required to be
made herein or (ii) duly to observe or perform in any material respect
any covenants or agreements of the Transferor set out in the RSA or the
Series 05-1 Supplement, which failure has a Material Adverse Effect on
the interests of the Series 05-1 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 05-1 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 05-1, and which unremedied continues during such 60
day period to have a Material Adverse Effect on the interests of the
Series 05-1 Investor Beneficiary for such period;
(b) any representation or warranty made by the Transferor in the RSA or the
Series 05-1 Supplement, or any information contained in a computer file
or microfiche list required to be delivered by the Transferor pursuant
to the RSA, (i) shall prove to have been incorrect in any material
respect when made or when delivered, which continues to be incorrect in
any material respect for a period of 60 days after the date on which
written notice of such failure, requiring the same to be remedied, shall
have been given to the Transferor by the Receivables Trustee, or to the
Transferor and the Receivables Trustee by the Series 05-1 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 05-1, and (ii) as a result of
which there is a Material Adverse Effect on the interests of the MTN
Issuer (in respect of Series 05-1) and which unremedied continues during
such 60 day period to have a Material Adverse Effect for such period;
PROVIDED, HOWEVER, that a Series 05-1 Pay Out Event pursuant to this
paragraph (b) of Part 7 of the Series 05-1 Supplement shall not be
deemed to have occurred hereunder if the Transferor has complied with
its obligations pursuant to Clause 11 of the RSA, in respect of the
related Receivable, or all of such Receivables, if applicable, during
such period in accordance with the provisions of the RSA;
(c) the average Portfolio Yield for any three consecutive Monthly Periods is
less than the average Expense Rate for such period or with respect to
the period from the Closing Date to the end of the third monthly period
from the Closing Date, the Portfolio Yield is less than the average
Expense Rate for that period;
- 104 -
(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 05-1);
(f) the Investor Interest is not reduced to zero on the Series 05-1
Scheduled Redemption Date;
(g) an early termination, without replacement, of any Swap Agreement shall
occur; or
(h) the MTN Issuer has or will become obligated to deduct or withhold
amounts from payments to be made in respect of the Related Debt on any
Distribution Date, for or on account of any tax assessment or other
governmental charge by any jurisdiction as a result of any change in the
laws of such jurisdiction or any political subdivision or taxing
authority thereof which change becomes effective on or after the Closing
Date
then, in the case of any event described in paragraphs (a), (b) or (e) above
after the applicable grace period set out in such subparagraphs (if any),
either the Receivables Trustee or the Series 05-1 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 05-1 PAY OUT EVENT") has occurred
(provided that if the Series 05-1 Investor Beneficiary declares that a Series
05-1 Pay Out Event has occurred in such circumstances, it must have acted on
the instructions of holders of the Related Debt representing, together, 50
percent. 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 05-1 Pay Out Event shall occur without any
notice or other action on the part of the Receivables Trustee or the MTN Issuer
immediately upon the occurrence of such event.
A Series Pay Out Event which occurs in respect of paragraphs (c) or (d) is a
"REGULATED AMORTISATION TRIGGER EVENT" for Series 05-1.
- 105 -
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 05-1
Evidencing an undivided interest and other interests in the trust constituted
by the Declaration of Trust and Trust Cash Management Agreement dated 23
November 1999 between Gracechurch Receivables Trustee Limited and Barclays Bank
PLC (the "TRUST AND CASH MANAGEMENT AGREEMENT") and supplemented by the Series
05-1 Supplement dated [*] June 2005 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.
- 106 -
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: [*] June 2005
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: [*] June 2005
- 107 -
EXHIBIT A FORM OF MONTHLY STATEMENT
FORM OF MONTHLY STATEMENT
SERIES 05-1
BARCLAYS BANK PLC
AS TRUST CASH MANAGER
----------------------------------
RECEIVABLES TRUST
MONTHLY PERIOD ENDING
------------------------------------
Capitalised terms used in this Statement have their respective meanings set out
in the Trust and Cash Management Agreement dated 23 November 1999 as
supplemented by the Series 05-1 Supplement dated [*] June 2005.
A. INFORMATION REGARDING THE CURRENT MONTHLY DISTRIBUTION
1. The total distribution in respect of Class A1 (pound)___________
Monthly Principal Amount
2. The total distribution in respect of Class A2 (pound)___________
Monthly Principal Amount
3. The total distribution in respect of Class B (pound)___________
Monthly Principal Amount
4. The total distribution in respect of Class C (pound)___________
Monthly Principal Amount
5. The total amount of distribution from the (pound)___________
Class A1 Distribution Ledger (deposited
pursuant to Clause 5.10(a)(iii)
6. The total amount of distribution from the (pound)___________
Class A2 Distribution Ledger (deposited
pursuant to Clause 5.10(a)(iii)
7. The total amount of distribution from the (pound)___________
Class B Distribution Ledger (deposited
pursuant to Clause 5.10(b)(ii))
8. The total amount of distribution from the (pound)___________
Class C Distribution Ledger (deposited
pursuant to Clause 5.15(f))
- 108 -
9. The total amount of distribution in (pound)_______Class A1
respect of the Class A1 Trustee Payment
Amount and Class A2 Trustee Payment (pound)_______Class A1
Amount for the related Monthly Period
10. The total amount of distribution in (pound)_______Class A1
respect of any Class A1 Trustee Payment
Amount or Class A2 Trustee Payment Amount (pound)_______Class A1
remaining unpaid in respect of prior
Monthly Periods
11. The total amount of distribution in (pound)___________
respect of the Class B Trustee Payment
Amount for the related Monthly Period
12. The total amount of distribution in (pound)___________
respect of any Class B Trustee Payment
Amount remaining unpaid in respect of
prior Monthly Periods
13. The total amount of distribution in (pound)___________
respect of the Class C Trustee Payment
Amount for the related Monthly Period
14. The total amount of distribution in (pound)___________
respect of any Class C Trustee Payment
Amount remaining unpaid in respect of
prior Monthly Periods
15. The total amount of distribution in (pound)___________
respect of the MTN 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 (pound)_______Class A1
respect of each of the Class A1 Monthly
Finance Amount and Class A2 Monthly (pound)_______Class A1
Finance Amount
2. The amount of the distribution in respect (pound)___________
of the Class B Monthly Finance Amount
3. The amount of the distribution in respect (pound)___________
of the Class C Monthly Finance Amount
C. INFORMATION REGARDING THE PERFORMANCE OF
THE RECEIVABLES TRUST
1. PRINCIPAL COLLECTIONS
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(a) The aggregate amount of Principal (pound)_______Class A1
Collections processed during the
related Monthly Period which were (pound)_______Class A1
allocable in respect of each of
Class A1 and Class A2
(b) The aggregate amount of Principal (pound)___________
Collections processed during the
related Monthly Period which were
allocable in respect of Class B
(c) The aggregate amount of Principal (pound)___________
Collections 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 (pound)___________
Receivables which are Eligible
Receivables in the Receivables
Trust as of the end of the day
on the last day of the related
Monthly Period (the last day of
the month)
(b) The amount of Principal (pound)___________
Receivables which are Eligible
Receivables in the Receivables
Trust represented by the Investor
Interest of Series 05-1 as of the
last day of the related Monthly
Period (the last day of the month)
(c) The amount of Principal (pound)___________
Receivables which are Eligible
Receivables in the Receivables
Trust represented by the Adjusted
Investor Interest of Series 05-1
as of the last day of the related
Monthly Period (the last day of
the month)
(d) The amount of Principal (pound)_______Class A1
Receivables which are Eligible
Receivables in the Receivables (pound)_______Class A1
Trust represented by each of the
Class A1 Investor Interest and
Class A2 Investor Interest as of
the last day of the related
Monthly Period (the last day of
the month)
(e) The amount of Principal (pound)_______Class A1
Receivables which are Eligible
Receivables in the Receivables (pound)_______Class A1
Trust represented by each of the
Class A1 Adjusted Investor
Interest and Class A2 Adjusted
Investor Interest as of the last
day of the related Monthly Period
(the last day of the month)
- 110 -
(f) The amount of Principal Receivables (pound)___________
which are 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)
(g) The amount of Principal (pound)___________
Receivables which are Eligible
Receivables in the Receivables
Trust represented by the Class B
Adjusted Investor Interest as of
the last day of the related
Monthly Period (the last day of
the month)
(h) The amount of Principal (pound)___________
Receivables which are 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 (pound)___________
Receivables which are 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 A1 Floating Allocation Class A1______%
and the Class A2 Floating
Allocation with respect to the Class A1______%
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 A1 Fixed Allocation Class A1______%
and the Class A2 Fixed Allocation
with respect to the related Class A1______%
Monthly Period
(p) The Class B Fixed Allocation ________%
with respect to the related
Monthly Period
- 111 -
(q) The Class C Fixed Allocation with ________%
respect to the related Monthly
Period
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 day (pound)___________ ________%
(e) 150 - or more (pound)___________ ________%
Total (pound)___________ ________%
4. INVESTOR DEFAULT AMOUNT
(a) The Aggregate Investor Default (pound)___________
Amount for the related Monthly
Period
(b) The Class A1 Investor Default (pound)___________
Amount for the related Monthly
Period
(c) The Class A2 Investor Default (pound)___________
Amount for the related Monthly
Period
(d) The Class B Investor Default (pound)___________
Amount for the related Monthly
Period
(e) The Class C Investor Default (pound)___________
Amount for the related Monthly
Period
5. INVESTOR CHARGE-OFFS (pound)___________
(a) The aggregate amount of Class A (pound)___________
Investor Charge-Offs for the
related Monthly Period
(b) The aggregate amount of Class B (pound)___________
Investor Charge-Offs for the
related Monthly period
(c) The aggregate amount of Class C (pound)___________
Investor
- 112 -
Charge-Offs for the related Monthly
period
(d) The aggregate amount of Class A (pound)___________
Investor Charge-Offs reinstated on the
related Transfer Date
(e) The aggregate amount of Class B (pound)___________
Investor Charge-Offs reinstated on the
related Transfer Date
(f) The aggregate amount of Class C (pound)___________
Investor Charge-Offs reinstated on the
related Transfer Date
6. INVESTOR SERVICING FEE
(a) The amount of each of the Class A1 (pound)_______Class A1
Servicing Fee and the Class A2
Servicing Fee payable to the Servicer (pound)_______Class A2
for the related Monthly Period
(b) The amount of the Class B Servicing (pound)___________
Fee payable to the Servicer for the
related Monthly Period
(c) The amount of the Class C Servicing (pound)___________
Fee payable to the Servicer for the
related Monthly Period
7. INVESTOR CASH MANAGEMENT FEE
(a) The amount of each of the Class A1 (pound)___________
Cash Management Fee and the Class A2
Cash Management Fee payable by the (pound)_______Class A2
Receivables Trustee to the Trust Cash
Manager for the related Monthly Period
(b) The amount of the Class B Cash (pound)___________
Management Fee payable by the
Receivables Trustee to the Trust Cash
Manager for the related Monthly Period
(c) The amount of the Class C Cash (pound)___________
Management Fee payable by the
Receivables Trustee to the Trust Cash
Manager for the related Monthly Period
8. REALLOCATIONS
The amount of Reallocated Class C Principal
- 113 -
Collections with respect to the related Transfer (pound)___________
Date
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 the (pound)___________
Spread Account as of the close of business on
[X ] (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 (pound)___________
with respect to the related Monthly
Period
(c) The Principal Funding Investment (pound)___________
Proceeds credited to the Finance
Charge Collections Ledger on the
related Transfer Date
(d) The Principal Funding Investment (pound)_______Class A1
Proceeds credited to the Finance
Charge Collections Ledger on the (pound)_______Class A2
related Transfer Date allocated to the
Series 05-1 Investor Beneficiary and
for the purposes of calculation
treated as referable to each of
Class A1 and Class A2
(e) The Principal Funding Investment (pound)___________
Proceeds credited to the Finance
Charge Collections Ledger on the
related Transfer Date allocated to the
Series 05-1 Investor Beneficiary and
for the purposes of calculation
treated as referable to Class B
(f) The Principal Funding Investment (pound)___________
Proceeds credited to the Finance
Charge Collections Ledger on the
related Transfer Date allocated to
the Series 05-1 Investor Beneficiary
and for the purposes of
- 114 -
calculation treated as referable to
Class C
(g) The Principal Funding Investment (pound)___________
Shortfall transferred to the Finance
Charge Collections Ledger on the
related Transfer Date
12. AVAILABLE FUNDS
(a) The amount of Class A1 Available Funds (pound)_______Class A1
and Class A2 Available Funds credited
to the Finance Charge Collections (pound)_______Class A2
Ledger on the related Transfer Date
(b) The amount of Class B Available Funds (pound)___________
credited to the Finance Charge
Collections Ledger on the related
Transfer Date
(c) The amount of Class C Available Funds (pound)_______Class A1
credited to the Finance Charge
Collections Ledger on the related
Transfer Date
13. COLLECTIONS OF FINANCE CHARGE RECEIVABLES
(a) The aggregate amount of Finance Charge (pound)_______Class A1
Collections processed during the
related Monthly Period which were (pound)_______Class A2
allocated to the Series 05-1
Investor Beneficiary and for the
purposes of calculation treated as
referable to each of Class A1 and
Class A2
(b) The aggregate amount of Finance Charge (pound)_______Class A1
Collections processed during the
related Monthly Period which were
allocated to the Series 05-1 Investor
Beneficiary and for the purposes of
calculation treated as referable to
Class B
(c) The aggregate amount of Finance Charge (pound)_______Class A1
Collections processed during the
related Monthly Period which were
allocated to the Series 05-1
Investor Beneficiary and for the
purposes of calculation treated as
referable to Class C
14. ACQUIRED INTERCHANGE
(a) The aggregate amount of Acquired (pound)_______Class A1
Interchange allocable to Series 05-1
for the related Monthly Period
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(b) The aggregate amount of Acquired (pound)_______Class A1
Interchange allocated to the Series
05-1 Investor Beneficiary and for the (pound)_______Class A2
purposes of calculation treated as
referable to each of Class A1 and
Class A2 for the related Monthly
Period
(c) The aggregate amount of Acquired (pound)___________
Interchange allocated to the Series
05-1 Investor Beneficiary and for the
purposes of calculation treated as
referable to Class B the related
Monthly Period
(d) The aggregate amount of Acquired (pound)___________
Interchange allocated to the Series
05-1 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:
- 116 -
EXHIBIT B FORM OF MONTHLY PAYMENT ADVICE AND NOTIFICATION TO
THE RECEIVABLES TRUSTEE
RECEIVABLES TRUST SERIES 05-1
Capitalised terms used in this certificate have their respective meanings set
out in the Master Definitions Schedule and in the Trust and Cash Management
Agreement PROVIDED, HOWEVER, that the "preceding Monthly Period" shall mean the
Monthly Period immediately preceding the calendar month in which this notice
is delivered. References herein to certain Clauses and paragraphs are
references to the respective Clauses and paragraphs of the Trust and Cash
Management Agreement. This certificate is delivered pursuant to Clause 5.10,
Clause 5.11, Clause 5.12 and Clause 5.20(a)(iv) of the Trust and Cash
Management Agreement as supplemented by the Series 05-1 Supplement.
(A) Barclays Bank PLC is the Trust Cash Manager under the Trust and Cash
Management Agreement.
(B) The undersigned is an Authorised Officer.
(C) The date of this notice is a date on or before a Transfer Date under the
Trust and Cash Management Agreement.
I. ADVICE TO MAKE A WITHDRAWAL
A. FROM AMOUNTS CREDITED TO THE FINANCE CHARGE COLLECTIONS LEDGER
Pursuant to Clause 5.10, the Trust Cash Manager hereby advises the
Receivables Trustee (i) to make a withdrawal from amounts credited to
the Finance Charge Collections Ledger in the Trustee Collection
Account on [ ], which date is a Transfer Date under the Trust
and Cash Management Agreement, in an aggregate amount set out below in
respect of the following amounts and (ii) to apply the proceeds of such
withdrawal in accordance with Clause 5.10.
1. Pursuant to Clause 5.10(a)(i):
(i) Class A1 Trustee Payment (pound)___________
(ii) Accrued and unpaid Class A1 Trustee (pound)___________
Payment
(iii) Class A2 Trustee Payment (pound)___________
(iv) Accrued and unpaid Class A2 Trustee (pound)___________
Payment
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2. Pursuant to Clause 5.10(a)(ii):
(i) MTN Issuer Costs Amount (pound)___________
3. Pursuant to Clause 5.10(a)(iii):
(i) Class A1 Monthly Finance Amount (pound)___________
(ii) Class A1 Deficiency Amount (pound)___________
(iii) Class A1 Additional Finance Amount (pound)___________
(iv) Class A2 Monthly Finance Amount (pound)___________
(v) Class A2 Deficiency Amount (pound)___________
(vi) Class A2 Additional Finance Amount (pound)___________
4. Pursuant to Clause 5.10(a)(v):
(i) Class A1 Servicing Fee (pound)___________
(ii) Class A1 Cash Management Fee (pound)___________
(iii) accrued and unpaid Class A1 Servicing (pound)___________
Fee
(iv) accrued and unpaid Class A1 Cash (pound)___________
Management Fee
(v) Class A2 Servicing Fee (pound)___________
(vi) Class A2 Cash Management Fee (pound)___________
(vii) accrued and unpaid Class A2 Servicing (pound)___________
Fee
(viii) accrued and unpaid Class A2 Cash (pound)___________
Management Fee
5. Pursuant to Clause 5.10(a)(vi):
Class A1 Investor Default Amount (pound)___________
Class A2 Investor Default Amount (pound)___________
6. Pursuant to Clause 5.10(a)(vii):
Portion of Excess Spread from Class A1
Available Funds to be allocated and
distributed as set out in Clause 5.15 (pound)___________
Portion of Excess Spread from Class A2
Available Funds to be allocated and
distributed as set out in Clause 5.15 (pound)___________
- 118 -
7. Pursuant to Clause 5.10(b)(i):
(i) Class B Trustee Payment (pound)___________
(ii) Accrued and unpaid Class B Trustee (pound)___________
Payment
8. 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)___________
9. Pursuant to Clause 5.10(b)(iii):
(i) Class B Servicing Fee (pound)___________
(ii) Class B Cash Management Fee (pound)___________
(iii) accrued and unpaid Class B Servicing (pound)___________
Fee
(iv) accrued and unpaid Class B Cash (pound)___________
Management Fee
10. 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
11. (i) Pursuant to Clause 5.10(c)(i):
(ii) Class C Trustee Payment (pound)___________
(iii) Accrued and unpaid Class C Trustee (pound)___________
Payment
12. 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 (pound)___________
Fee
(iv) Accrued and unpaid Class C Cash (pound)___________
Management Fee
13. Pursuant to Clause 5.10(c)(iii):
(i) Portion of Excess Spread from Class C (pound)___________
Available Funds to be allocated and
- 119 -
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.
14. Pursuant to Clause 5.11(a)(i);
(i) Amount to be treated as Shared (pound)___________
Principal Collections
15. Pursuant to Clause 5.11(a)(ii);
(i) Amount remaining from preceding Monthly (pound)___________
Period to be treated as Investor Cash
Available for Acquisition
16. Pursuant to Clause 5.11(b)(i) or 5.11(b)(ii):
(i) Class A1 Monthly Principal Amount (pound)___________
(ii) Class A2 Monthly Principal Amount (pound)___________
17. Pursuant to Clause 5.11(b)(iii) or 5.11(b)(iv):
(i) Class B Monthly Principal Amount (pound)___________
18. Pursuant to Clause 5.11(b)(v) or 5.11(b)(vi):
(i) Class C Monthly Principal Amount (pound)___________
19. Pursuant to Clause 5.11(b)(vii) or 5.11(viii):
(i) Amount to be treated as Shared (pound)___________
Principal Collections
20. 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 (pound)___________
Collections
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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 05-1 credited to the Finance Charge
Collections Ledger for the preceding Monthly
Period;
2. The sum of (i) the Class A1 Monthly Required (pound)___________
Expense Amount and the Class A2 Monthly
Required 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 05-1 Distribution Account.
E. FROM AMOUNTS CREDITED TO THE CLASS A1 DISTRIBUTION LEDGER AND THE CLASS
A2 DISTRIBUTION LEDGER
The Trust Cash Manager hereby advises the Receivables Trustee (i) to
make a withdrawal from amounts credited to the Class A1 Distribution
Ledger and the Class A2 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:
- 121 -
1. Pursuant to Clause 5.11(c)(ii):
(i) Amount to be deposited into the Series (pound)___________
05-1 Distribution Account identified
for the Series 05-1 Investor
Beneficiary and for the purposes of
calculation treated as referable to
Class A1
(ii) Amount to be deposited into the Series (pound)___________
05-1 Distribution Account identified
for the Series 05-1 Investor
Beneficiary and for the purposes of
calculation treated as referable to
Class A2
2. Pursuant to Clause 5.12(a)(i):
(i) Amount to be deposited into the Series (pound)___________
05-1 Distribution Account identified
for the Series 05-1 Investor
Beneficiary and for the purposes of
calculation treated as referable to
Class A1
(ii) Amount to be deposited into the Series (pound)___________
05-1 Distribution Account identified
for the Series 05-1 Investor
Beneficiary and for the purposes of
calculation treated as referable to
Class A2
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 (pound)___________
Series 05-1 Distribution Account
identified for the Series 05-1
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 (pound)___________
Series 05-1 Distribution Account
identified for the Series 05-1
Investor Beneficiary and for
- 122 -
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 (pound)___________
Series 05-1 Distribution Account
identified for the Series 05-1
Investor Beneficiary and for the
purposes of calculation treated
as referable to Class C
2. Pursuant to Clause 5.12(a)(iii):
(i) Amount to be deposited into the (pound)___________
Series 05-1 Distribution Account
identified for the Series 05-1
Investor Beneficiary and for the
purposes of calculation treated
as referable to Class C
II APPLICATION
Pursuant to Clause 5.15, the Trust Cash Manager hereby advises the
Receivables Trustee to apply the Excess Spread with regard to the
related Monthly Period to make the following distributions in the
following priority:
(a) an amount equal to the Class A1 (pound)___________
Required Amount, if any, with respect
to such Transfer Date will be used to
fund the Class A1 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 Class A2 (pound)___________
Required Amount, if any, with respect
to such Transfer Date will be used to
fund the Class A2 Required Amount and
be allocated and applied in accordance
with, and in the priority set out in
Clause 5.10(a);
- 123 -
(c) an amount equal to the aggregate (pound)___________
amount of Class A Investor
Charge-Offs which have not been
previously reinstated will be
utilised to reinstate pro rata
(in the proportions that the
Class A1 Investor Interest and
the Class A2 Investor Interest
bear, respectively, to the Class A
Investor Interest for the relevant
Transfer Date referable to such
Monthly Period) and pari passu the
Class A1 Investor Interest and the
Class A2 Investor Interest and be
treated as a portion of Investor
Principal Collections and credited
to the Principal Collections Ledger
on such Transfer Date;
(d) an amount equal to the Class B (pound)___________
Required 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 05-1
Investor Beneficiary and for the
purposes of calculation treated as
referable to Class B and treated as
a portion of Investor Principal
Collections allocated to the Series
05-1 Investor Beneficiary Interest
and for the purposes of calculation
treated as referable to Class B and
credited to the Principal Collections
Ledger on such Transfer Date;
(e) an amount equal to the aggregate (pound)___________
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 the Series 05-1
Investor Beneficiary and for the
purposes of calculation treated as
referable to Class B (but not in
excess of the aggregate amount of
such reductions which have not been
previously reinstated) will be
utilised to reinstate the Class B
Investor Interest and treated as a
portion of Investor Principal
Collections and credited to the
- 124 -
Principal Collections Ledger on such
Transfer Date;
(f) an amount equal to the Class C Monthly (pound)___________
Finance Amount will be credited to the
Class C Distribution Ledger;
(g) an amount equal to the Class C Deficiency (pound)___________
Amount will be credited to the Class C
Distribution Ledger;
(h) an amount equal to the Class C Additional (pound)___________
Finance Amount will be credited to the
Class C Distribution Ledger;
(i) an amount equal to the aggregate (pound)___________
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 the Series
05-1 Investor Beneficiary and for
the purposes of calculation treated
as referable to Class C (but not in
excess of the aggregate amount of
such reductions which have not been
previously reinstated) will be
utilised to reinstate the Class C
Investor Interest and treated as a
portion of Investor Principal
Collections calculated with reference
to the Series 05-1 Investor Beneficiary
Interest and for the purposes of
calculation treated as referable to
Class C and credited to the Principal
Collections Ledger on such Transfer
Date;
(j) an amount equal to the Class C (pound)___________
Investor Default Amount shall be
calculated with reference to the
Series 05-1 Investor Beneficiary
and for the purposes of calculation
treated as referable to Class C and
treated as a portion of Investor
Principal Collections calculated
with reference to the Series 05-1
Investor Beneficiary Interest and
for the purposes of calculation
treated as referable to Class C
and credited to the Principal
Collections Ledger on such Transfer
Date;
(k) on each Transfer Date from and after (pound)___________
the Reserve Account Funding Date, but
prior
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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;
(l) 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;
(m) 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 05-1
Investor Beneficiary and for the purposes
of calculation treated as referable to,
pro rata (in the proportions that the
Class A1 Investor Interest and the
Class A2 Investor Interest bear,
respectively, to the Class A Investor
Interest for the Transfer Date relevant
to such Monthly Period) and pari passu
Class A1 and Class A2 does not meet such
payment itself from other sources) paid by
the Receivables Trustee to the Transferor
whereupon such amount shall cease to be
Trust Property and shall be owned by the
Transferor absolutely;
(n) an amount equal to the Series 05-1 (pound)___________
Extra Amount for such Transfer Date
will be allocated to the Investor
Beneficiary and paid into the Series
05-1 Distribution Account whereupon
such amount shall cease to be Trust
Property and shall be owned by the
Investor Beneficiary absolutely; and
(o) the balance, if any, after giving (pound)___________
effect to the payments made pursuant
to paragraphs (a)
- 126 -
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 and (pound)___________
unpaid Investor Servicing Fees
(ii) the aggregate amount of all accrued and (pound)___________
unpaid 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 05-1
IN WITNESS WHEREOF, the undersigned has duly executed this certificate this
[ ] day of [ ], [ ]
BARCLAYS BANK PLC
By:______________________
Name:
Title:
- 127 -
EXHIBIT C SCHEDULE TO EXHIBIT B
MONTHLY SERVICER'S REPORT
MONTHLY PERIOD ENDING [ ]
RECEIVABLES TRUST SERIES 05-1
1. The aggregate amount of the Investor (pound)___________
Percentage of Principal Collections
2. The aggregate amount of the Investor (pound)___________
Percentage of Finance Charge Collections
[3. The aggregate amount of the Investor (pound)___________
Percentage of Annual Membership Fees]
4. The aggregate amount of the Investor (pound)___________
Percentage of Acquired Interchange
5. The aggregate amount of funds credited (pound)___________
to the Finance Charge Collections Ledger
allocable to Series 05-1
6. The aggregate amount of funds credited to (pound)___________
the Principal Collections Ledger allocable
to Series 05-1
7. The aggregate amount of funds credited to (pound)___________
the Principal Collections Ledger calculated
as Investor Cash Available for Acquisition
for Series 05-1 during the preceding Monthly
Period in accordance with Clauses 5.06(a)
and 5.06(b)
8. The aggregate amount to be withdrawn from (pound)___________
the 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 (pound)___________
Amount over the Available Spread Amount
10. The aggregate amount to be withdrawn from (pound)___________
the Spread Account and paid on behalf of
Series 05-1 in accordance with
Clause 5.19(b)(iv)(A)
11. The Available Spread Amount on the Transfer (pound)___________
Date of the current calendar month, after
giving effect to the deposits and withdrawals
specified above, is equal to
12. The amount of interest payable in respect of
Related Debt by the Series 05-1 Investor
Beneficiary and for
- 128 -
the purposes of calculation treated as referable to:
(i) Class A1 (pound)___________
(ii) Class A2 (pound)___________
(iii) Class B (pound)___________
(iv) Class C (pound)___________
13. The amount of principal payable in respect of
Related Debt by the Series 05-1 Investor
Beneficiary and for the purposes of calculation
treated as referable to:
(i) Class A1 (pound)___________
(ii) Class A2 (pound)___________
(iii) Class B (pound)___________
(iv) Class C (pound)___________
14. The sum of all amounts payable in respect of
Related Debt to the Series 05-1 Investor
Beneficiary and for the purposes of calculation
treated as referable to:
(i) Class A1 (pound)___________
(ii) Class A2 (pound)___________
(iii) Class B (pound)___________
(iv) 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:
- 129 -
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, SERIES 04-2 INVESTOR BENEFICIARY AND SERIES 05-1 INVESTOR
BENEFICIARY
EXECUTED AS A DEED BY )
BARCLAYCARD FUNDING PLC )
)
)
in the presence of:
- 130 -