EXHIBIT 10.2
CLIFFORD
CHANCE LIMITED LIABILITY PARTNERSHIP
EXECUTION COPY
15 December 2005
RBS CARDS SECURITISATION FUNDING LIMITED
as Loan Note Issuer
SOUTH GYLE RECEIVABLES TRUSTEE LIMITED
as Receivables Trustee
THE BANK OF NEW YORK, LONDON BRANCH
as Security Trustee
THE ROYAL BANK OF SCOTLAND PLC
as Transferor, Transferor Beneficiary, Servicer and Trust Cash Manager
NATIONAL WESTMINSTER BANK PLC
as Transferor and Transferor Beneficiary
THE ROYAL BANK OF SCOTLAND INTERNATIONAL LIMITED
as Registrar, Account Bank and Jersey Bank Account Operator
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SERIES 2005-B LOAN NOTE SUPPLEMENT
SUPPLEMENTAL TO THE
SECURITY TRUST DEED
DATED 27 MARCH 2000
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CONTENTS
CLAUSE PAGE
1. Interpretation.........................................................2
2. Effect Of Series 2005-B Loan Note Supplement...........................4
3. Series 2005-B Loan Note Issuer Bank Accounts...........................5
4. Provisions Supplemental To Security Trust Deed.........................6
5. Provision Of Reports..................................................13
6. Agreement Of The Secured Creditors And Security Trustee...............13
7. Covenants Of The Loan Note Issuer.....................................14
8. Governing Law And Jurisdiction........................................15
9. Severability Of Provisions............................................16
10. No Waiver; Cumulative Remedies........................................16
11. Counterparts..........................................................16
Schedule 1 Part 1 Terms And Conditions Of The Series 2005-B Loan Note....18
Part 2 Addition To Clause 7 (Loan Note Issuer Bank Accounts) Of The
Security Trust Deed... ...............................................41
Schedule 2 Notice Of Assignment (For The Purposes Of The Security
Interests (Jersey) Law 1983, As Amended (The Jersey Security Law))......45
Schedule 3 The Assigned Documents........................................48
Schedule 4 Programme Amendments To Security Trust Deed...................49
Schedule 5 Notice Of Assignment - Lni - 2005-B Trust Property............50
Schedule 6 Notice Of Assignment - Lni - Relevant Agreements..............53
Schedule 7 Notice Of Assignment - Lni - Jersey Bank Accounts.............57
Exhibit A - Part I - Form Of Series 2005-B Loan Note.........................60
Exhibit A - Part Ii- Form Of Series 2005-B Loan Note For Subsequent Holder...62
THIS SERIES 2005-B LOAN NOTE SUPPLEMENT is made as a deed in Jersey on 15
December 2005
BETWEEN:
(1) RBS CARDS SECURITISATION FUNDING LIMITED, a company incorporated in
Jersey, Channel Islands with registered number 76199, having its
registered office at Royal Bank House, 71 Bath Street, Jersey JE4 8PJ,
Channel Islands (the "LOAN NOTE ISSUER");
(2) SOUTH GYLE RECEIVABLES TRUSTEE LIMITED, a company incorporated in
Jersey, Channel Islands with registered number 76197, having its
registered office at 22 Grenville Street, St. Helier, Jersey JE4 8PX,
Channel Islands (in its capacity as "RECEIVABLES TRUSTEE");
(3) THE ROYAL BANK OF SCOTLAND PLC, a company incorporated in Scotland with
registered number 90312, acting through its division RBS Cards, having
its registered office at 36 St Andrew Square, Edinburgh EH2 2YE (in its
capacity as "TRANSFEROR" and for the purposes of Clause 4 "TRANSFEROR
BENEFICIARY", "SERVICER" and "TRUST CASH MANAGER");
(4) NATIONAL WESTMINSTER BANK PLC, ("Natwest") a public limited liability
company incorporated in England and Wales with company number 929027,
having its registered office at 135 Bishopsgate, London EC2M 3UR in its
capacities as "TRANSFEROR" and together, with The Royal Bank of Scotland
plc, the "TRANSFERORS", and for the purposes of Clause 4 "TRANSFEROR
BENEFICIARY");
(5) THE BANK OF NEW YORK, a New York banking corporation acting through its
London branch at One Canada Square, London E14 5AL (acting in its
capacities as "SECURITY TRUSTEE" which term shall include wherever the
context so admits, such company and all or any other persons or
companies for the time being acting as the Security Trustee of this Deed
for any Series); and
(6) THE ROYAL BANK OF SCOTLAND INTERNATIONAL LIMITED, a company incorporated
in Jersey with limited liability having its registered office at Royal
Bank House, 71 Bath Street, Jersey JE4 8PJ, Channel Islands (in its
capacity as "REGISTRAR" account bank under the Series 2005-B Loan Note
Issuer Bank Account Agreement, the "ACCOUNT BANK", the "JERSEY BANK
ACCOUNT OPERATOR" and for the purposes of Clause 4, the account bank
under the Loan Note Issuer Bank Account Agreement, the
"ACCOUNT BANK")
WHEREAS
(A) The Loan Note Issuer has established a programme for the issuance of
limited recourse loan notes pursuant to the terms of the Security
Trust Deed.
(B) The Loan Note Issuer now intends to issue a Series of Loan Notes in
accordance with Clauses 6.3 and 6.4 of the Security Trust Deed, in the
manner and in the amount set out herein.
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(C) The Receivables Trustee, the Security Trustee, the Loan Note Issuer the
Registrar and the Transferors intend to supplement and vary the Security
Trust Deed in the manner and to the extent set out herein with the
intention that this Deed is supplemental to the Security Trust Deed.
(D) It is intended by the parties hereto that, following the completion of
the transactions contemplated by this Series 2005-B Loan Note
Supplement, Arran Funding Limited will become a Secured Creditor of the
Security Trust in respect of the Secured Property, as supplemented and
varied in accordance with the provisions hereof and that the Loan Note
issued in accordance with the provisions hereof will constitute or form
part of a Series for the purposes of the Security Trust Deed, such
Series to be referred to as "SERIES 2005-B" and such Loan Note to be
referred to as the "SERIES 2005-B LOAN NOTE".
NOW IT IS HEREBY AGREED as follows:
1. INTERPRETATION
1.1 DEFINED TERMS
Terms defined in the Master Framework Agreement dated 27 March 2000 made
between, inter alios, the Security Trustee, the Receivables Trustee, the
Transferors and the Loan Note Issuer and amended and restated on 28
September 2000, and on 27 October 2005 (the "MASTER FRAMEWORK
AGREEMENT"), the Security Trust Deed and in the Schedules (including,
without limitation, the Conditions of the Loan Notes) shall have the
same meanings when used in this Series 2005-B Loan Note Supplement and
the recitals hereto unless the context requires otherwise PROVIDED,
HOWEVER that in the event that any term or provision contained herein or
in the Schedules attached hereto shall conflict with or be inconsistent
with any provision contained in the Security Trust Deed or the terms of
the Master Framework Agreement, the terms and provisions contained
herein or in the Schedules shall prevail with respect to Series 2005-B
only and to the extent that there is any inconsistency with any
provision contained herein or in the Schedules the provisions herein
shall prevail.
1.2 In this Series 2005-B Loan Note Supplement:
"ARRAN FUNDING NOTE TRUST DEED" means the deed entered into between the
Issuer and the Note Trustee on the 15 December 2005 and "ARRAN FUNDING
NOTE TRUST DEED SUPPLEMENT" means the relevant supplement thereto;
"CONDITIONS" means the terms and conditions of the Loan Note in respect
of Series 2005-B set out in Schedule 1, Part 1;
"CLOSING DATE" means 15 December 2005;
this "DEED" means this Series 2005-B Loan Note Supplement as the same
may be amended, varied, novated or supplemented from time to time;
"JERSEY SECURITY LAW" has the meaning defined in Clause 4.4;
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"LOAN NOTE ISSUER CORPORATE SERVICES AGREEMENT" means the corporate
services agreement dated 27 March 2000 between the Loan Note Issuer and
RBSI and referred to as the "Loan Note Issuer's Jersey Corporate
Services Agreement" in the Security Trust Deed;
"LOAN NOTE ISSUER SERIES 2005-B TRUST PROPERTY" has the meaning defined
in Clause 4.2;
"OPERATING BANK" means a Qualified Institution at which the Series
2005-B Loan Note Issuer Accounts are maintained and any other Qualified
Institution at which such Series 2005-B Loan Note Issuer Accounts are
maintained from time to time;
"REGISTER" means the register of Series 2005-B Loan Note Holders
maintained by the Registrar;
"REGISTERED HOLDER" means the person specified as the "Registered
Holder" in the Register at the relevant time;
"SECURITY TRUST" means the security trust in relation to Series 2005-B
held by the Trustee created for the benefit inter alios of the holder of
Series 2005-B Loan Note;
"SECURED CREDITORS" means those parties listed in Clause 4.1 (ii) below;
"SERIES 2005-B LOAN NOTE HOLDER" means Arran Funding Limited, or any
transferee permitted hereunder;
"SERIES 2005-B LOAN NOTE ISSUER DISTRIBUTION ACCOUNT" means the account
of the Loan Note Issuer held with The Royal Bank Of Scotland
International Limited titled as "Rbs Cards Secure Fund Ltd 2005 B" with
sort code 16-10-28 and account number 50452315;
"SERIES 2005-B LOAN NOTE ISSUER EXPENSE ACCOUNT" means the account of
the Loan Note Issuer held with The Royal Bank Of Scotland International
Limited titled as "Rbs Cards Secure Fund Ltd Expenses 2005 B" with sort
code 16-10-28 and account number 50452358;
"SERIES 2005-B LOAN NOTE ISSUER ACCOUNTS" means the Series 2005-B Loan
Note Issuer Distribution Account and the Series 2005-B Loan Note Issuer
Expense Account;
"SERIES 2005-B LOAN NOTE ISSUER BANK AGREEMENT" means the Loan Note
Issuer Bank Agreement dated 16 November 2005 between (inter alios) the
Loan Note Issuer and the Security Trustee as the same may be amended,
novated, or supplemented from time to time;
"SERIES 2005-B LOAN NOTE ISSUER JERSEY ASSIGNED PROPERTY" has the
meaning defined in Clause 4.4;
"SERIES 2005-B LOAN NOTE ISSUER JERSEY DEPOSITED PROPERTY" has the
meaning defined in Clause 4.4;
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"SERIES 2005-B LOAN NOTE ISSUER JERSEY SECURED PROPERTY" means the
Series 2005-B Loan Note Issuer Jersey Assigned Property together with
the Series 2005-B Loan Note Issuer Jersey Deposited Property; and
"SERIES 2005-B LOAN NOTE ISSUER JERSEY SECURITY INTEREST" has the
meaning defined in Clause 4.4.
2. EFFECT OF SERIES 2005-B LOAN NOTE SUPPLEMENT
2.1 ISSUE OF SERIES 2005-B LOAN NOTE
Upon:
(i) the making by the Series 2005-B Loan Note Holder of the advance
and the payment referred to in Clause 2.2;
(ii) the issue of a duly executed Series 2005-B Loan Note to the
Series 2005-B Loan Note Holder and the transfer of such Series
2005-B Loan Note by way of security to The Bank of New York,
London branch in its capacity as note trustee (the "NOTE
TRUSTEE") under the Arran Funding Note Trust Deed as
supplemented by the relevant Arrant Funding Note Trust Deed
Supplement relating to the corresponding series of Notes issued
by the Series 2005-B Loan Note Holder (the "SERIES 2005-B ISSUER
DEED OF CHARGE") or a nominee of the Note Trustee; and
(iii) the Loan Note Issuer (or the Registrar on its behalf) making the
appropriate entries in the Loan Note Register in respect of the
issuance of the Series 2005-B Loan Note to the Series 2005-B
Loan Note Holder and its transfer to the Note Trustee or a
nominee of the Note Trustee,
the Series 2005-B Loan Note Holder shall, prior to the service of an
Enforcement Notice or as the case may be, in accordance with the
provisions of Clause 6.1 of the Series 2005-B Issuer Deed of Charge and
notwithstanding any other provisions of the Security Trust Deed as
supplemented by this Series 2005-B Loan Note Supplement or the Series
2005-B Issuer Deed of Charge to the contrary, be treated for all
purposes under the Security Trust Deed, as supplemented by this Series
2005-B Loan Note Supplement, as:
(a) a Loan Note Holder in respect of Series 2005-B in respect of the
benefit and entitlements conferred on the Series 2005-B Loan
Note Holder as Loan Note Holder of the Series 2005-B Loan Note
excluding the entitlement to receive any payments of amounts due
under such Series 2005-B Loan Note which at all times shall be
vested in the Registered Holder of the Series 2005-B Loan Note,
and in any case where the Registered Holder is the Note
Trustee's nominee on the basis that it is held on behalf of the
Note Trustee; and
(b) a Secured Creditor under the Security Trust Deed in respect of
Series 2005-B in accordance with Clauses 5.1 to 5.3 of the
Security Trust Deed,
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and as such shall be beneficially entitled to a security interest in the
assets comprising the security for the Series 2005-B Loan Note, such
security created as security for the Secured Obligations.
2.2 DEPOSIT OF SERIES 2005-B LOAN NOTE PROCEEDS
In order for the issue, execution and delivery of the Series 2005-B Loan
Note referred to in Clause 2.1 to be effected, the Series 2005-B Loan
Note Holder shall deposit the subscription monies for the Series 2005-B
Loan Note in favour of the Loan Note Issuer in such account as specified
or directed by the Loan Note Issuer for value on the Closing Date.
2.3 EXERCISE OF RIGHTS
For the purposes of the Security Trust Deed and this Series 2005-B Loan
Note Supplement all rights, obligations and duties of the Series 2005-B
Loan Note Holder shall be exercised at its direction prior to the
occurrence of a Loan Note Event of Default in respect of Series 2005-B
and, after the occurrence of a Loan Note Event of Default in respect of
Series 2005-B, (unless such has been remedied or waived to the
satisfaction of the Security Trustee acting on the direction of the Note
Trustee) by the Note Trustee.
2.4 FORM OF LOAN NOTE
The Loan Note in respect of Series 2005-B shall be substantially in the
form of Exhibit A.
3. SERIES 2005-B LOAN NOTE ISSUER BANK ACCOUNTS
3.1 SERIES 2005-B LOAN NOTE ISSUER DISTRIBUTION ACCOUNT AND SERIES 2005-B
LOAN NOTE ISSUER EXPENSE ACCOUNT
3.1.1 The Loan Note Issuer will, with the consent of the Security
Trustee (as evidenced by the execution of this Series 2005-B
Loan Note Supplement), open the Series 2005-B Loan Note Issuer
Distribution Account and the Series 2005-B Loan Note Issuer
Expense Account, each such account to be operated and maintained
by the Loan Note Issuer in respect of Series 2005-B in
accordance with the provisions of this Series 2005-B Loan Note
Supplement and the Loan Note Issuer Account Bank Agreement and
applicable mandate.
3.1.2 The Loan Note Issuer shall establish, maintain the ledgers
required for its operations and shall at all times maintain
accurate records reflecting each transaction in the Series
2005-B Loan Note Issuer Distribution Account and the Series
2005-B Loan Note Issuer Expense Account, and shall debit and
credit the relevant ledgers accordingly.
3.1.3 The Loan Note Issuer shall establish a ledger on the Series
2005-B Loan Note Issuer Expense Account identified as the
"SERIES 2005-B LOAN NOTE ISSUER PROFIT LEDGER".
3.2 REPLACEMENT OF LOAN NOTE ISSUER ACCOUNT BANK
If at any time the Loan Note Issuer Account Bank has notified the Loan
Note Issuer and the Security Trustee that it has ceased to be a
Qualified Institution (in accordance with
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the provisions of the Series 2005-B Loan Note Issuer Bank Agreement) the
Loan Note Issuer shall, or, after service of an Enforcement Notice, the
Security Trustee shall, subject to such matters being reasonably
practicable and to it being indemnified and/or secured to its
satisfaction, become entitled to direct the Loan Note Issuer, within 10
Business Days of being so notified by the Loan Note Issuer Account Bank
to establish a new Series 2005-B Loan Note Issuer Expense Account and a
new Series 2005-B Loan Note Issuer Distribution Account meeting the
conditions originally specified with respect to each such Series 2005-B
Loan Note Issuer Account with a Qualified Institution outside the United
Kingdom which shall become the new Loan Note Issuer Account Bank under
the terms of the Series 2005-B Loan Note Issuer Bank Agreement, and
shall transfer any cash or any investments standing to the credit of
each of the existing Series 2005-B Loan Note Issuer Expense Account and
the Series 2005-B Loan Note Issuer Distribution Account to the relevant
new Series 2005-B Loan Note Issuer Accounts. If the Loan Note Issuer
shall fail to establish the new Series 2005-B Loan Note Issuer Accounts
as required by this Clause 3.2, the Security Trustee shall (subject to
such matters being reasonably practicable and to it being indemnified
and/or secured to its satisfaction) be entitled to establish the new
Series 2005-B Loan Note Issuer Accounts itself and to make such
transfers on behalf of the Loan Note Issuer, and the Security Trustee is
hereby irrevocably authorised and empowered for such purpose to execute
and deliver on behalf of the Loan Note Issuer, by way of security as its
attorney, all documents, records and other instruments upon the failure
of the Loan Note Issuer to execute or deliver such documents, records or
instruments, and to do and to accomplish all other acts or things
necessary or appropriate to effect such establishment and transfers, and
the Loan Note Issuer hereby agrees to confirm and ratify all such acts.
4. PROVISIONS SUPPLEMENTAL TO SECURITY TRUST DEED
4.1 PROVISIONS VARYING AND SUPPLEMENTING SECURITY TRUST DEED
The Security Trust Deed shall be supplemented and varied in the manner
and to the extent set out below and shall from the Closing Date be read
and construed for all purposes as supplemented and varied as set out in
Part 2 of Schedule 1 and the security trust in respect of Series 2005-B
shall be constituted in accordance with the provisions of the Security
Trust Deed as supplemented by this Series 2005-B Loan Note Supplement:
(i) Clause 1 of the Security Trust Deed shall be supplemented and
varied with respect to Series 2005-B by the addition of the
definitions set out in Clause 1.2 above and in the Conditions of
the Loan Notes as contained in Part 1 of Schedule 1. In the event
that any term or provision contained herein and in the Conditions
of the Loan Notes as contained in Part 1 of Schedule 1 shall
conflict with or be inconsistent with any provision contained in
the Security Trust Deed, the terms and provisions of this Series
2005-B Loan Note Supplement and the Conditions of the Loan Notes
as contained in Part 1 of Schedule 1 shall govern. All clause or
sub-clause references in Schedules 1 and 2 shall be to the
relevant clause or sub-clauses of the Security Trust Deed, except
as otherwise provided in such Schedules. All capitalised terms
used in Schedules 1 and 2 which are not otherwise defined therein
are defined in the Master Framework Agreement.
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Each capitalised term defined in Schedules 1 and 2 shall relate
only to Series 2005-B and no other Series of Loan Note;
(ii) for the purposes of Clause 5.4(i) of the Security Trust Deed,
the Series 2005-B Loan Note Holder, the Security Trustee, any
Receiver appointed by the Security Trustee in respect of the
Security relating to Series 2005-B shall be "SECURED CREDITORS"
for the purposes of the security created pursuant to this Series
2005-B Loan Note Supplement in respect of the Loan Note Issuer
obligations under the Series 2005-B Loan Notes; and
(iii) Clause 7.1 of the Security Trust Deed and Clause 2 of this
Series 2005-B Loan Note Supplement shall together incorporate
the additional provisions set out in Part 2 of Schedule 1.
Clauses 7.2 to 7.4 (inclusive) of the Security Trust Deed shall
be read in their entirety as supplemented by the additional
provisions set out in Part 2 of Schedule 1
(iv) The amendments, if any, set out in Schedule 4 (Programme
Amendments to Security Trust Deed) shall be made to the Security
Trust Deed.
(v) The provisions of clause 6.4.2 of the Security Trust Deed shall
not apply to the issuance of Series 2005-A.
4.2 SECURITY ASSIGNMENT IN RESPECT OF SERIES 2005-B LOAN NOTE
As continuing security for the payment or discharge of the Secured
Obligations (as such term is defined in Clause 1.2 of the Security Trust
Deed), save to the extent that they constitute Jersey Assets, and
subject to Clause 4.9 below, the Loan Note Issuer with full title
guarantee, in favour of the Security Trustee for itself and on trust for
the Secured Creditors in respect of Series 2005-B:
(i) assigns absolutely all its right, title and interest, both legal
and beneficial, (and all rights and interests arising in respect
thereof) in the Receivables Trust as an Investor Beneficiary
thereof as provided for in the Series 2005-B Trust Supplement
and in the Receivables Trust Deed and Trust Cash Management
Agreement in respect of Series 2005-B (the "LOAN NOTE ISSUER
SERIES 2005-B TRUST PROPERTY");
(ii) assigns absolutely all its right, title, interest and benefit
present and future in and to any agreement relating solely to
Series 2005-B which the Loan Note Issuer is, or may at any time
be expressed to have the benefit of or to have any rights under
or to have any other interest in and to any document listed in
Schedule 3 and to any other agreement or document relating to
Series 2005-B (other than for the avoidance of doubt the
Receivables Trust Deed and Trust Cash Management Agreement, as
supplemented by the Series 2005-B Trust Supplement, the Loan
Note Issuer Corporate Services Agreement, the Dealer Agreement
and the Subscription Agreement) which the Loan Note Issuer is or
may at any time be, expressed to have the benefit of or to have
any rights under or to have any other interest in unless
otherwise charged or secured by way of security under this
Clause 4.2, (including, without limitation, all supplements
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and accretions thereto, all rights to receive payment of any
amounts which may become payable thereunder and all payments
received by the Loan Note Issuer thereunder and all items
expressed to be held on trust for the Loan Note Issuer
thereunder or comprised therein, all rights to serve notices or
give consents and directions or make demands thereunder or take
such steps as are required to cause payments to become due and
payable thereunder and all rights of actions in respect of any
breach thereof and all rights to receive damages or obtain other
relief in respect thereof);
(iii) charges by way of first fixed charge all its right, title,
interest and benefit present and future in and to the Series
2005-B Loan Note Issuer Distribution Account and the Series
2005-B Loan Note Issuer Expense Account and to any Additional
Loan Note Issuer Accounts for Series 2005-B (as such term is
defined in Clause 7.1 of the Security Trust Deed, which may at
any time be opened in accordance with Clause 7.1 of the Security
Trust Deed) and in and to which all sums of money which may now
or hereafter from time to time be credited to the Series 2005-B
Loan Note Issuer Distribution Account and the Series 2005-B Loan
Note Issuer Expense Account or in respect of any amounts
representing or derived from the Loan Note Issuer Series 2005-B
Trust Property to any bank or other accounts in which the Loan
Note Issuer may at any time in relation to Series 2005-B have or
acquire any right, title, interest or benefit together with all
interest accruing from time to time thereon and the debts
represented thereby and all its right, title, interest and
benefit present and future therein; and
(iv) charges by way of first fixed charge all of the Loan Note
Issuer's rights in and to the Permitted Investments in respect
of Series 2005-B and any payment due in respect thereof and the
debts represented thereby,
and for the purposes of perfection and in connection with the creation
of the security interests pursuant hereto the Loan Note Issuer agrees to
give such notices of assignment to perfect the security interests as may
from time to time be deemed necessary.
4.3 NOTICE OF ASSIGNMENT
The Loan Note Issuer hereby gives notice to the Receivables Trustee,
each Transferor Beneficiary, each Transferor, the Account Bank, the
Jersey Bank Account Operator, the Trust Cash Manager and the Servicer,
(each a "NOTIFIED PARTY") of the assignment by way of security made by
the Loan Note Issuer to the Security Trustee on trust (for itself and
the other Secured Creditors in respect of Series 2005-B) under Clause
4.2, and in Schedule 4 (Programme Amendments to Security Trust Deed)
which notice each Notified Party acknowledges by execution of this
Series 2005-B Loan Note Supplement.
4.4 SERIES 2005-B LOAN NOTE ISSUER JERSEY SECURED PROPERTY
To the intent that the Security Trustee (for itself and on trust for the
other Secured Creditors in respect of Series 2005-B) shall have a
security interest (the "SERIES 2005-B LOAN NOTE ISSUER JERSEY SECURITY
INTEREST") in accordance with the Security Interests (Jersey) Law 1983
(the "JERSEY SECURITY LAW") (and as secured party for the purposes of
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the Jersey Security Law) in the Series 2005-B Loan Note Issuer Jersey
Secured Property for the payment or discharge of the Secured Obligations
(as such term is defined in Clause 1.2 of the Security Trust Deed) and
subject to Clause 4.9, the Loan Note Issuer (as debtor for the purposes
of the Jersey Security Law):
4.4.1 assigns to the Security Trustee (or to such other person acting
on its behalf as it shall nominate) to the extent that the same
are situate in Jersey at any relevant time:
(i) all its right, title and interest, both legal and
beneficial (and all rights and interests arising in
respect thereof) in the Loan Note Issuer Series 2005-B
Trust Property;
(ii) all its right, title, interest and benefit present and
future in and to any agreement relating solely to Series
2005-B which the Loan Note Issuer is or may at any time
be expressed to have the benefit of or to have any
rights under or to have any other interest in and to any
document listed in Schedule 3 and to any other agreement
or document relating to Series 2005-B (other than for
the avoidance of doubt the Receivables Trust Deed and
Trust Cash Management Agreement, as supplemented by the
Series 2005-B Trust Supplement, the Loan Note Issuer
Corporate Services Agreement, the Dealer Agreement and
the Subscription Agreement) which the Loan Note Issuer
is or may at any time be, expressed to have the benefit
of or to have any rights under or to have any other
interest in unless otherwise charged or secured by way
of security under this Clause 4.4 (including, without
limitation, all supplements and accretions thereto, all
rights to receive payment of any amounts which may
become payable thereunder and all payments received by
the Loan Note Issuer thereunder and all items expressed
to be held on trust for the Loan Note Issuer thereunder
or comprised therein, all rights to serve notices or
give consents and directions or make demands thereunder
or take such steps as are required to cause payments to
become due and payable thereunder and all rights of
actions in respect of any breach thereof and all rights
to receive damages or obtain other relief in respect
thereof);
(iii) all its right, title, interest and benefit present and
future in and to the Series 2005-B Loan Note Issuer
Distribution Account and the Series 2005-B Loan Note
Issuer Expense Account and to any Additional Loan Note
Issuer Accounts for Series 2005-B (as such term is
defined in Clause 7.1 of the Security Trust Deed, which
may at any time be opened in accordance with Clause 7.1
of the Security Trust Deed) and in and to which will be
paid all sums of money which may now or hereafter from
time to time be credited to the Series 2005-B Loan Note
Issuer Distribution Account and the Series 2005-B Loan
Note Issuer Expense Account or in respect of any amounts
representing or derived from the Loan Note Issuer Series
2005-B Trust Property to any bank or other accounts in
which the Loan Note Issuer may at any time have or
acquire
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any right, title, interest or benefit together with all
interest accruing from time to time thereon and the
debts represented thereby and all its right, title,
interest and benefit present and future therein; and
(iv) all of the Loan Note Issuer's rights in and to the
Permitted Investments in respect of Series 2005-B and
any payment due in respect thereof and the debts
represented thereby,
(being together and insofar as the same are situate in Jersey at
any relevant time, the "SERIES 2005-B LOAN NOTE ISSUER JERSEY
ASSIGNED PROPERTY" which shall include any element thereof) and
for the purposes of perfection and in connection with the
creation of the Series 2005-B Loan Note Issuer Jersey Security
Interest pursuant hereto, the Loan Note Issuer joins with the
Security Trustee in giving notices in the forms set out in
Schedules 2 or 5, 6 and 7, as the case may be to each person
from whom the Loan Note Issuer (as assignor) would have been
entitled to claim the assigned property but for the
assignment; and
4.4.2 agrees for purposes of creating a Series 2005-B Loan Note Issuer
Jersey Security Interest therein that, to the extent that the
Loan Note Issuer shall not have assigned to the Security Trustee
(or some person on its behalf) or perfected in favour of the
Security Trustee (or some person on its behalf) title to the
Loan Note Issuer Series 2005-B Trust Property, the Security
Trustee (or some person on its behalf) shall have possession of
the certificates of title thereto (being the "SERIES 2005-B LOAN
NOTE ISSUER JERSEY DEPOSITED PROPERTY", including, without
limitation, the Investor Certificate).
4.5 PAYMENTS TO LOAN NOTE ISSUER
Notwithstanding the charges and securities created by or pursuant to
this Series 2005-B Loan Note Supplement, the Security Trustee
acknowledges that, until the service of an Enforcement Notice, payments
becoming due to the Loan Note Issuer by the Receivables Trustee as
provided by the Receivables Trust Deed and Trust Cash Management
Agreement and the Series 2005-B Trust Supplement, together with all
other monies payable to the Loan Note Issuer in connection with Series
2005-B pursuant to any other documents or arrangements to which it is a
party, may (in any case) be made to the Loan Note Issuer in accordance
with the provisions of the Receivables Trust Deed and Trust Cash
Management Agreement and the Series 2005-B Trust Supplement or (as the
case may be) the documents or arrangements concerned, and the Loan Note
Issuer may exercise its rights, powers and discretions and perform its
obligations in relation to the Secured Property and under the Relevant
Documents in accordance with the provisions of the Relevant Documents or
(as the case may be) such other documents or arrangements provided that
in so doing it does not prejudice the security created hereunder in
favour of the Security Trustee.
4.6 WITHDRAWALS FROM SERIES 2005-B LOAN NOTE ISSUER ACCOUNTS
Notwithstanding the security created by or pursuant to this Series
2005-B Loan Note Supplement and the Security Trust Deed, prior to the
service of an Enforcement Notice,
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amounts standing to the credit of the Series 2005-B Loan Note Issuer
Distribution Account and the Series 2005-B Loan Note Issuer Expense
Account from time to time may be withdrawn therefrom by the Loan Note
Issuer but only in accordance with the applicable provisions of the
Relevant Documents, including (without limitation) the terms hereof.
4.7 ENFORCEMENT
Subject, in the case of the Series 2005-B Loan Note Issuer Jersey
Secured Property, to the Jersey Security Law, from and including the
time when either the Loan Notes in respect of this Series 2005-B have
become immediately due and payable in accordance with the Conditions and
the Security Trustee has been directed or requested pursuant to Clause
8.4 of the Security Trust Deed or from the time when a Receiver has been
appointed pursuant to Clause 8.1 of the Security Trust Deed:
(i) the Security created pursuant to this Series 2005-B Loan Note
Supplement shall become enforceable and, subject to the Security
Trustee being indemnified and/or secured to its satisfaction,
the Security Trustee may enforce any rights it may have in
respect of the Secured Property (but shall not be obliged to do
so unless so indemnified and/or secured and so directed pursuant
to Clause 8.4 of the Security Trust Deed); and
(ii) no amount may be withdrawn from the Series 2005-B Loan Note
Issuer Distribution Account or the Series 2005-B Loan Note
Issuer Expense Account by the Loan Note Issuer or on its behalf
without the prior written consent of the Security Trustee.
4.8 ACTION UPON ENFORCEMENT
Subject, in the case of the Series 2005-B Loan Note Issuer Jersey
Secured Property to the Jersey Security Law, at any time after a Series
2005-B Loan Note Event of Default has occurred (which has not been
waived by the Security Trustee or remedied to its satisfaction) or the
Series 2005-B Loan Note shall otherwise have become due and repayable or
the Security Trustee shall have received any money which it proposes to
pay to the Series 2005-B Loan Note Holder, the Security Trustee may:
4.8.1 by notice in writing to the Loan Note Issuer and the Registrar
pursuant to the Security Trust Deed require the Registrar:
(i) to act thereafter as Registrar respectively of the
Security Trustee on the terms provided in the Security
Trust Deed and this Series 2005-B Loan Note Supplement
(with consequential amendments as necessary and save
that the Security Trustee's liability under any
provisions thereof for the indemnification of the
Registrar shall be limited to that amount for the time
being held by the Security Trustee on the trusts of the
Security Trust Deed and this Series 2005-B Loan Note
Supplement and which is available to be applied by the
Security Trustee for such purpose in respect of Series
2005-B) and thereafter to hold the Register and all
sums, documents and records held by them in respect of
such Series 2005-B Loan Note on behalf of the Security
Trustee; and/or
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(ii) to deliver up the Register and all sums, documents and
records held by them in respect of such Series 2005-B
Loan Note to the Security Trustee or as the Security
Trustee shall direct in such notice,
provided that such notice shall be deemed not to apply to any
documents or records which the Registrar is obliged not to
release by any law or regulation; and
4.8.2 by notice in writing to the Loan Note Issuer require the Loan
Note Issuer to make all subsequent payments in respect of the
Series 2005-B Loan Note to or to the order of the Security
Trustee and, with effect from the issue of any such notice to
the Loan Note Issuer and until such notice is withdrawn, Clause
3.1.2 of the Security Trust Deed shall cease to have effect.
4.9 RELEASE OF SECURITY
Upon proof being given to the satisfaction of the Security Trustee as to
the irrevocable and unconditional payment or discharge of the Secured
Obligations (as such term is defined in Clause 3.2 of the Security Trust
Deed) the Security Trustee will at the request and cost of the Loan Note
Issuer release, discharge or reassign or deliver, as the case may be,
the Secured Property relating solely to Series 2005-B to the Loan Note
Issuer or any other person entitled thereto of whom the Security Trustee
has notice.
4.10 CONCURRENT SECURITY INTERESTS
The Loan Note Issuer agrees that the security interests created or to be
created pursuant to Clause 4.4 may exist concurrently.
5. PROVISION OF REPORTS
5.1 INFORMATION COVENANT
The Receivables Trustee (or its agent or delegate on its behalf) hereby
undertakes (and any successor Receivables Trustee shall, by its
appointment under the Receivables Trust Deed and Trust Cash Management
Agreement also undertake) to provide all information required by The
Royal Bank of Scotland International Limited (or its successor) as
Jersey Bank Account Operator to make any payment required by it under
the Conditions as set out in Part 1 of Schedule 1, by providing prior to
or on the fifth Business Day prior to the relevant Payment Date, the
monthly report to the Jersey Bank Account Operator in the form of the
Trust Cash Managers Report attached as Exhibit B to the Series 2005-B
Trust Supplement.
5.2 JERSEY BANK ACCOUNT OPERATOR NOT RESPONSIBLE
The Jersey Bank Account Operator has no responsibility to verify or
monitor the contents of, or (if applicable) to check any calculations
contained in, any reports, information, documents delivered to the
Jersey Bank Account Operator in accordance with Clause 5.1, and is under
no obligation to inform Loan Note Holders of the contents of any such
reports, information and documents, other than allowing Loan Note
Holders upon reasonable notice, to inspect such reports, information and
documents.
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6. AGREEMENT OF THE SECURED CREDITORS AND SECURITY TRUSTEE
6.1 CONSENT OF SECURED CREDITORS IN RESPECT OF SERIES 2005-B
Each Secured Creditor consents and confirms as a Secured Creditor of the
Security Trust that, subject to Clause 6.4.2 of the Security Trust Deed,
the Security Trust Deed may be supplemented and varied from time to time
in accordance with the terms of this Series 2005-B Loan Note Supplement
or any other Loan Note Supplements.
6.2 RATIFICATION BY SECURED CREDITORS IN RESPECT OF PREVIOUS SERIES
Each Secured Creditor ratifies and consents as a Secured Creditor of the
Security Trust that, subject to Clause 6.4.2 of the Security Trust Deed,
the Security Trust Deed was supplemented and varied on 27 March 2000 in
accordance with the terms of a Loan Note Supplement in respect of Series
00-A and a Loan Note Supplement in respect of Series 00-B and on 28
September 2000 in accordance with the terms of a Loan Note Supplement in
respect of Series 00-C.
7. COVENANTS OF THE LOAN NOTE ISSUER
7.1 NEGATIVE COVENANTS
The Loan Note Issuer shall not, save to the extent permitted by the
Security Trust Deed or this Series 2005-B Loan Note Supplement or with
the prior written consent of the Transferors and each Rating Agency:
7.1.1 dispose of any Secured Property in respect of Series 2005-B or
create or permit to subsist any Encumbrance upon the whole or
any part of its present or future undertaking, assets or
revenues (including, without limitation, uncalled capital and
any Secured Property) other than the security interest referred
to in Clauses 5.1 to 5.3 of the Security Trust Deed as amended
by any other Loan Note Supplement;
7.1.2 carry on any business other than as contemplated in the
Transaction Documents to which it is a party relating to the
purchase of beneficial interests in portfolios of Receivables to
be held on trust by the Receivables Trustee and the issue of the
Loan Notes of any Series and in respect of that business shall
not engage in any activity or do anything whatsoever except:
(a) preserve and/or exercise and/or enforce any of its
rights and perform and observe its obligations under the
Loan Notes appertaining thereto and the Transaction
Documents to which it is a party;
(b) use, invest or dispose of any of its property or assets
in the manner provided in or contemplated by the
Transaction Documents to which it is a party;
(c) perform any act incidental to or necessary in connection
with (a) or (b) above;
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7.1.3 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 a bank account
other than the Series 2005-B Loan Note Issuer Accounts;
7.1.4 create, incur or suffer to exist any indebtedness (other than
indebtedness permitted to be incurred under the terms of its
articles of association and pursuant to or as contemplated in
any of the Transaction Documents to which it is a party) or give
any guarantee in respect of any obligation of any Person;
7.1.5 repurchase any shares or declare or pay any dividend or other
distribution to its shareholders or issue or allot shares to any
Person other than The Royal Bank of Scotland plc and provided in
the case of payment of any dividend, the Loan Note Issuer has
prepared annual audited accounts in the relevant year, except to
the extent required by law;
7.1.6 consolidate with or merge with or into any person or liquidate
or dissolve on a voluntary basis;
7.1.7 become a member of any VAT group for the purposes of Section 43
of the Value Added Tax Act 1994;
7.1.8 waive, modify or amend, or consent to any waiver, modification
or amendment of, any of the material provisions of any
Transaction Document, without the prior written consent of the
Transferors and the Security Trustee;
7.1.9 offer to surrender to any company any amounts which are
available for surrender by way of group relief; and
7.1.10 take any steps in its capacity as Investor Beneficiary of the
Receivables Trust either on its own or in conjunction with any
other Beneficiary of the Receivables Trust to terminate the
Receivables Trust or any Sub-trust thereof without the prior
written consent of the Security Trustee.
7.2 POSITIVE COVENANTS
The Loan Note Issuer shall:
7.2.1 deposit with the Security Trustee (or as it may direct) the
Investor Certificate or other certificate of title or evidence
of ownership in relation to the Loan Note Issuer Series 2005-B
Trust Property; and
7.2.2 execute and deliver to the Security Trustee all forms of
transfer and other documents which may be requested by the
Security Trustee in order to enable it (or some person on its
behalf) to be registered as the owner or otherwise obtain a
title to the Loan Note Issuer Series 2005-B Trust Property
7.2.3 maintain the listing of the Loan Notes on the stock exchange
where initially listed and shall not act to prejudice any such
listing.
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8. GOVERNING LAW AND JURISDICTION
8.1 GOVERNING LAW
This Series 2005-B Loan Note Supplement shall be governed by, and
construed in accordance with, the laws of England, and the obligations,
rights and remedies of the parties hereunder shall be determined in
accordance with such laws save that those parts of this Series 2005-B
Loan Note Supplement concerned with the creation, subsistence or
enforcement of the Series 2005-B Loan Note Issuer Jersey Security
Interest shall be governed by and construed in accordance with
Jersey law.
8.2 JURISDICTION
(a) Each of the parties hereto, other than the Security Trustee,
agrees that the courts of England are the most appropriate and
convenient courts to settle any dispute arising out of the
Security Trust Deed between them and that they will not act to
the contrary. This sub-clause is for benefit of the Security
Trustee and as a result, each party hereto acknowledges that
Clause 8.1 does not prevent the Security Trustee taking any
proceedings in any other courts with jurisdiction. To the extent
permitted by law the Security Trustee may take concurrent
proceedings in any number of jurisdictions.
(b) 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 Series
2005-B Loan Note 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).
9. SEVERABILITY OF PROVISIONS
If any one or more of the covenants, agreements, provisions or terms of
this Series 2005-B Loan Note 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 Series 2005-B Loan Note Supplement and shall
in no way affect the validity or enforceability of the other provisions
of this Series 2005-B Loan Note Supplement or of the rights of the
Secured Creditors hereunder.
10. NO WAIVER; CUMULATIVE REMEDIES
No failure to exercise and no delay in exercising, on the part of any of
the parties hereto, any right, remedy, power or privilege hereunder,
shall operate as a waiver thereof, nor shall any single or partial
exercise of any right, remedy, power or privilege hereunder preclude any
other or further exercise thereof or the exercise of any other right,
remedy, power or privilege. The rights, remedies, powers and privileges
herein provided are
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cumulative and not exhaustive of any rights, remedies, powers and
privileges provided by law.
11. COUNTERPARTS
This Series 2005-B Loan Note 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.
IN WITNESS WHEREOF this Series 2005-B Loan Note Supplement has been executed as
a deed in Jersey by the parties hereto and is intended to be and is hereby
delivered on the day and year first above written.
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SCHEDULE 1
PART 1
TERMS AND CONDITIONS OF THE SERIES 2005-B LOAN NOTE
The following is the text of the terms and conditions (the "CONDITIONS") of the
Loan Note in respect of Series 2005-B.
The Series 2005-B Loan Note of RBS Cards Securitisation Funding Limited is
constituted by the Security Trust Deed dated 27 March 2000 and the Series
2005-B Loan Note Supplement dated 15 December 2005 supplemental thereto to
which this Schedule is attached. These Conditions are subject to the detailed
provisions of the Security Trust Deed. The Loan Note has the benefit of
security pursuant to the Security Trust Deed and the Series 2005-B Loan Note
Supplement as amended from time to time. The Series 2005-B Loan Note Holders
are deemed to have notice of the provisions of the Security Trust Deed and the
Series 2005-B Loan Note Supplement which both specify the priority of payments
in respect of, inter alia the Loan Notes issued by the Loan Note Issuer.
The following is the text of the terms and conditions which (save for the
italicised text) will be endorsed on the Loan Notes in definitive form (if any)
issued in exchange for the Global Loan Note(s) representing each Series of Loan
Notes in registered form. References in the terms and conditions to "Loan
Notes" are to the Loan Notes of one Series only, not to all Loan Notes which
may be issued under another Series and references to a "Class" are to a Class
of Loan Notes.
This Loan Note (as defined in Condition 1.1.1) is constituted and secured by a
security trust deed dated 27 March 2000 (as amended) (the "TRUST DEED")
between, inter alios, the Loan Note Issuer and The Bank of New York, acting
through its London branch (the "SECURITY TRUSTEE" which expression shall
include all persons for the time being the Security Trustee or Security
Trustees under the Security Trust Deed referred to below) as supplemented by a
loan note supplement for the Series 2005-B (the "LOAN NOTE SUPPLEMENT") dated
the Issue Date (as defined in Condition 5.4 below) between the Loan Note
Issuer, the Security Trustee and the other parties named therein (the Trust
Deed and any Loan Note Supplement being referred to herein as the "SECURITY
TRUST DEED"). These Conditions are subject to the detailed provisions of the
Security Trust Deed as supplemented by the Loan Note Supplement. Each Loan Note
Holder is bound by, and is deemed to have notice of, all the provisions of the
Security Trust Deed and the Series 2005-B Loan Note Supplement applicable to
such Loan Note Holder. The Loan Note has the benefit of security pursuant to
the Security Trust Deed and the Loan Note Supplement. The Loan Note Holders are
deemed to have notice of the provisions of the Security Trust Deed and the
Series 2005-B Loan Note Supplement, which both specify the priority of payments
in respect of, inter alia, the Loan Note issued by the Loan Note Issuer.
Certain statements in these terms and conditions (the "CONDITIONS") may be
summaries of the detailed provisions appearing on the face of the Loan Note
(which expression shall include the body thereof) and in the Trust Deed. Copies
of the Trust Deed and the Loan Note Supplement are available for inspection at
the registered office of the Security Trustee. The Loan Note Holders (as
defined in Condition 1 below) are entitled to the benefit of, are bound by, and
are deemed to have notice of, all the provisions of the Security Trust Deed.
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Words and expressions defined in the Security Trust Deed, the Loan Note
Supplement or the master framework agreement as amended and restated on 28
September 2000 and 27 October 2005 (and as further amended and supplemented
from time to time) signed for the purpose of identification by, amongst others,
the Loan Note Issuer and the Security Trustee (the "MASTER FRAMEWORK
AGREEMENT"), shall have the same meaning where used in these Conditions unless
the context otherwise requires or unless otherwise stated and provided that, in
the event of inconsistency between the Security Trust Deed, the Loan Note
Supplement, these Conditions or the Master Framework Agreement, the definition
of the relevant term shall have the meaning specified in the relevant document
ranking the highest in the following order of priority:
(a) firstly, the Loan Note Supplement for Series 2005-B;
(b) secondly, these Conditions;
(c) thirdly, the Trust Deed;
(d) fourthly, the Master Framework Agreement.
1. FORM, DENOMINATION AND TITLE
1.1 FORM, DENOMINATION AND TITLE
1.1.1 The Loan Note is issued in registered form and is serially
numbered for Series 2005-B (the "LOAN NOTE").
1.1.2 The Loan Note Issuer will cause to be kept, at the specified
office outside the United Kingdom of the Registrar, a register
(the "LOAN NOTE REGISTER") on which shall be entered the names
and addresses of the holders of the Loan Note in relation to
each Series and the particulars of the Loan Note held by them.
1.1.3 Title to the Loan Note will pass by and upon registration of
transfers in the relevant Loan Note Register. In these
Conditions, the "HOLDER" of the Loan Note means the person in
whose name or on whose behalf the Loan Note is for the time
being registered in the Loan Note Register (or, in the case of a
joint holding, the first named thereof) and "LOAN NOTE HOLDER"
shall be construed accordingly. A certificate (each a "LOAN NOTE
CERTIFICATE") will be issued to the Loan Note Holder in respect
of its registered holding.
1.1.4 The registered holder of the Loan Note shall (except as
otherwise required by law) be treated as the absolute owner of
the Loan Note for all purposes (whether or not the Loan Note is
overdue and regardless of any notice of ownership or writing on
any Loan Note Certificate relating thereto (other than the
endorsed form of transfer) or any notice of previous loss or
theft of such Loan Note Certificate) and no person shall be
liable for so treating such holder.
1.1.5 Clause 6.1 (Form and Issue of Loan Notes - Loan Notes) of the
Security Trust Deed shall not apply to Series 2005-B. The Loan
Note in respect of Series 2005-B will be represented by a Loan
Note Certificate in, or substantially in, the form set out in
Exhibit A. For the avoidance of doubt, Series 2005-B shall
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consist of a single Loan Note and the Loan Note Certificate
shall represent the aggregate of each of the Classes, which
shall be segregated on a notional Class by Class basis (but for
the avoidance of doubt, not by sub-class, if any).
1.2 TRANSFERS OF NOTES
1.2.1 TRANSFERS
Subject to Condition 1.2.4 below and save in the case of the
initial transfer to the Note Trustee or its nominee, a Loan Note
may be transferred in whole (but not in part) upon surrender of
the relevant Loan Note Certificate at the specified office of
the Registrar, with the form of transfer endorsed on the Loan
Note Certificate duly completed and signed by or on behalf of
the transferor and the Loan Note Issuer and together with such
evidence as the Registrar may reasonably require to prove:
(i) the title of the transferor;
(ii) the authority of the individuals who have executed the
form of transfer; and
(iii) the payment of any stamp duty payable on such transfer.
Provided that save in the case of the initial transfer to the
Note Trustee or its nominee, no Loan Note may be transferred or
encumbered without the prior written consent of the Security
Trustee, the Transferors and any Additional Transferor (such
consent not to be unreasonably withheld).
In addition, (i) the Loan Note Issuer must also have received,
prior to such transfer or encumbrance taking effect, written
confirmation from the person to which such transfer is to be
made or in whose favour such encumbrance is to be granted or
created that such transfer or encumbrance will not cause the
holder of the Series 2005-B Loan Note to be a person other than
a person in the United Kingdom, (ii) such transfer or
encumbrance will not cause the number of persons in whose names
the Loan Note will or have been registered in the Loan Note
Register to exceed ten and (iii) the Loan Note Issuer shall be
solely responsible for any costs, expenses or taxes which are
incurred by the Loan Note Issuer, the Loan Note Holder or any
other person in relation to making such transfer or encumbrance.
1.2.2 REGISTRATION AND DELIVERY OF LOAN NOTE CERTIFICATE
Within five Business Days of the surrender of a Loan Note
Certificate in accordance with Condition 1.2.1 above (or such
longer period as may be required to comply with any applicable
fiscal or other laws or regulations), the Registrar will
register the transfer in question and deliver at the Registrar's
specified office a new Loan Note Certificate with the same face
value as the Loan Note Certificate being transferred to the
transferee or (at the request and risk of the transferee) send
by uninsured mail to such address as the transferee may specify
for the purpose.
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1.2.3 CHARGE
The Loan Note Issuer will be required to bear the costs and
expenses of effecting any registration of a transfer or any
exchange as provided above.
1.2.4 CLOSED PERIODS
No Loan Note Holder may require transfers to be registered
during the period of five Business Days ending on the due date
for any payment of principal in respect of any Loan Note.
1.2.5 INITIAL REGISTRAR
The Loan Note Issuer reserves the right at any time with the
consent of the Security Trustee to vary or terminate the
appointment of the Registrar and to appoint another Registrar.
Notice of any termination or appointment and of any changes in
specified offices will be given to Loan Note Holders promptly by
the Loan Note Issuer in accordance with Condition 14.
1.3 STATUS
The Loan Notes in each Series are direct, unconditional and secured
obligations of the Loan Note Issuer and shall at all times rank pari
passu and without any preference or priority among and between
themselves.
1.4 CLASSES OF LOAN NOTES COMPRISING A SERIES
The Loan Note may be notionally segregated by each Class listed on the
face of the Loan Note Certificate and the right to receive the payment
of interest and repayment of principal may be subordinated to the rights
of one or more Classes of Loan Notes within the same Series as specified
in the Loan Note Supplement.
2. STATUS OF THE LOAN NOTES AND PRIORITY SECURED CREDITORS
2.1 UNSUBORDINATED CLASSES OF LOAN NOTES
2.1.1 This Condition 2.1 is applicable only in relation to any Class
of Loan Note which is specified on its face as being
Unsubordinated.
2.1.2 In the case of an Unsubordinated Class of Loan Notes, the Loan
Notes are secured, limited recourse obligations of the Loan Note
Issuer, secured in the manner described in Condition 3 and
recourse in respect of which is limited in the manner described
in Condition 10 and will rank pari passu without any preference
among themselves.
2.2 SUBORDINATED LOAN NOTES
2.2.1 This Condition 2.2 is applicable only in relation to any Class
of Loan Note which is specified on is face as being
Subordinated.
2.2.2 In the case of Subordinated Loan Notes, the subordination
provisions will be set out in full in the relevant Loan Note
Supplement.
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2.3 PRIORITY SECURED CREDITORS
The Loan Note Holder, while any Associated Debt relating to Series
2005-B is outstanding, shall be the priority secured creditor (the
"PRIORITY SECURED CREDITOR") of the Loan Note Issuer. The Priority
Secured Creditor will enjoy preferential ranking in the order of
priority of payments on enforcement of the relevant security or
following a mandatory early redemption (as set out in Condition 6.2),
and the Security Trustee shall, where the interests of such Priority
Secured Creditor conflict with those of the other Secured Creditors (as
defined in condition 3.1.2), prefer the interests of such Priority
Secured Creditor over that of other Secured Creditors (and shall not
take into account the interests of such other Secured Creditors). If,
following a request as aforesaid and unless the Security Trustee has
already taken action pursuant to such request which (in its sole
discretion it determines) it would not be practical to reverse, the
identity of the Priority Secured Creditor changes to another Secured
Creditor, the Security Trustee shall in its absolute discretion and
without liability therefore be entitled to take into account the request
of such succeeding Priority Secured Creditor, but shall not be obliged
to do so and shall not incur any liability for determining that it is
impractical to take account of the change of identity of the Priority
Secured Creditor.
3. SECURITY AND RELATED AGREEMENTS
3.1 SECURITY AND RELATED AGREEMENTS
3.1.1 In connection with the issue of the Loan Notes or in respect of
any Series, the Loan Note Issuer may enter into swap
transactions or other hedging agreements or any letters of
credit, guarantees or other credit support or credit enhancement
documents or other financial arrangements (each a "RELATED
AGREEMENT") with one or more counterparties (each a
"COUNTERPARTY"). The obligations of a Counterparty may be
guaranteed by a guarantor (the "GUARANTOR").
3.1.2 The obligations of the Loan Note Issuer to the persons having
the benefit of the Security relating to a Series pursuant to the
relevant Loan Note Supplement in respect thereof (the "SECURED
CREDITORS") are secured pursuant to the Loan Note Supplement in
respect of such Series by Encumbrances governed by English law
and by Jersey law and such further encumbrances as may be
required by the Security Trustee, governed by the law of any
other relevant jurisdiction over the Charged Assets as specified
in the relevant Loan Note Supplement.
3.1.3 The Secured Creditors of each Series are also secured pursuant
to the Trust Deed by an assignment by way of first fixed
security of the interests of the Loan Note Issuer in the Loan
Note Issuer Corporate Services Agreement and a floating charge
over the assets of the Loan Note Issuer not otherwise charged or
assigned by the Security Documents or effectively not situate in
Jersey encumbered by the assignments granted in the Trust Deed.
3.1.4 The security created by each Loan Note Supplement will be
supported by such further security documents as may, from time
to time, be required by the
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Security Trustee and as specified in the Loan Note Supplement
(each a "SUPPLEMENTARY SECURITY DOCUMENT" and together with the
relevant Loan Note Supplement, the "SECURITY DOCUMENTS") (the
"SECURITY").
3.2 APPLICATION OF PROCEEDS
3.2.1 ON EACH PAYMENT DATE/DISTRIBUTION DATE
On each Payment Date for the Series 2005-B Loan Note, which for the
avoidance of doubt shall be the same day as the relevant Distribution
Date for Series 2005-B, all moneys received or held by the Loan Note
Issuer in the Series 2005-B Loan Note Issuer Distribution Account or,
where specified, the Series 2005-B Loan Note Issuer Expense Account,
shall be applied (and the relevant credits/debits made to the applicable
ledger) to make the following payments in the following order of
priority, and in each case, only if and to the extent that payments or
provisions of a higher order of priority have been made in full (other
than in the event of a shortfall in relation to the satisfaction of the
amounts detailed in items (a) to (c) below, in which case item (c) below
will be paid in priority to item (b) below, to the extent of such
shortfall):
(a) an amount equal to the Trustee Payment Amount (as defined in the
Series 2005-B Trust Supplement) referable to Series 2005-B to be
paid to the Receivables Trustee as additional consideration for
granting of the Loan Note Issuer's Series 2005-B interest in the
Receivables Trust;
(b) in no order of priority between them, but pro rata according to
the respective amounts thereof:
(i) an amount equal to the Series 2005-B Investor Servicer
Fee (identified by the relevant Class amounts) (as
defined in the Series 2005-B Trust Supplement) to be
paid to the Servicer;
(ii) an amount equal to the Cash Management Fee Payment
Amount (as defined in the Series 2005-B Trust
Supplement) to be paid to the Receivables Trustee as
additional consideration for the granting of the Loan
Note Issuer's Series 2005-B interest in the Receivables
Trust;
(c) an amount equal to the Loan Note Issuer Costs Amount referable
to the Series 2005-B shall be transferred from the Series 2005-B
Loan Note Issuer Distribution Account to the Series 2005-B Loan
Note Issuer Expense Account to be utilised in the discharge of
such amounts;
(d) an amount equal to the sum of the Class A Monthly Distribution
Amount, Class B Monthly Distribution Amount and Class C Monthly
Distribution Amount will be used by the Loan Note Issuer to pay
interest due and unpaid on the Series 2005-B Loan Note to the
Series 2005-B Loan Note holder, or to its order, with respect to
Series 2005-B;
(e) on a Payment date during the Regulated Amortisation Period or
the Rapid Amortisation Period, or on the Series 2005-B Scheduled
Redemption Date,
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towards payment of principal amounts due and unpaid on the
Series 2005-B Loan Note allocated and identified by
class/subclass shall be paid to the Series 2005-B Loan Note
Holder, or to its order, with respect to the Series 2005-B;
(f) an amount equal to the Loss Makeup (default) Amount and Loss
Makeup (charge off) Amount (each as defined in the Series 2005-B
Trust Supplement) and any Refunded Utilised Principal
Collections Amount (as defined in the Series 2005-B Trust
Supplement) referable to Series 2005-B to be paid to the
Receivables Trustee as additional consideration in respect of
Series 2005-B for the granting of the Loan Note Issuer's Series
2005-B interest in the Receivables Trust;
(g) an amount equal to the Investor Indemnity Amount (as defined in
the Series 2005-B Trust Supplement) for Series 2005-B to be paid
to the Receivables Trustee as additional consideration for the
granting of the Loan Note Issuer's Series 2005-B interest in the
Receivables Trust;
(h) an amount equal to the Loan Note Issuer Return (as defined in
the Series 2005-B Trust Supplement) for Series 2005-B
transferred to the Series 2005-B Loan Note Issuer Expense
Account for the credit of the Series 2005-B Loan Note Issuer
Profit Ledger;
(i) amounts remaining after distribution in accordance with the
payments made pursuant to items (a) to (h) above, if any, shall
be identified as "Excess Spread" and be paid in respect of
Series 2005-B as further interest to the Series 2005-B Loan Note
Holder ("FURTHER INTEREST"); and
(j) an amount equal to the Deferred Subscription Price, if any,
received by the Loan Note Issuer on that Distribution Date from
the Series 2005-B Loan Note Holder in respect of Series 2005-B,
("DEFERRED SUBSCRIPTION PRICE AMOUNT") shall be paid to the
Receivables Trustee in respect of Series 2005-B, identified as
"Additional Consideration" for the grant of the Loan Note
Issuer's Series 2005-B interest in the Receivables Trust.
3.3 SHORTFALL AFTER APPLICATION OF PROCEEDS
If the net proceeds of:
(a) the realisation of the Security for any Series of Loan Notes,
having become enforceable under these Conditions; or
(b) the sale or redemption of the Charged Assets in accordance with
these Conditions,
are not sufficient to make all payments due in respect of the Loan Notes
of such Series and for the Loan Note Issuer to meet its obligations, if
any, in respect of the termination of any Related Agreement(s) in
respect of that Series, the assets of the Loan Note Issuer, including,
in particular, assets securing other Series of Loan Notes not related to
that Series will not be available for payment of any shortfall arising
therefrom and all further
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claims (if any) of the Loan Note Holder and of all other Secured
Creditors in respect of the first mentioned Series of Loan Notes will be
extinguished. Any such shortfall shall be borne as specified in the
relevant Loan Note Supplement. Claims and the right of any person to
claim in respect of any such shortfall remaining after the application
of such net proceeds in accordance with the relevant Loan Note
Supplement shall be extinguished and the Loan Note Holders and all other
Secured Creditors of such Series will have no further recourse to the
Loan Note Issuer and failure to make any payment in respect of any such
shortfall shall in no circumstances constitute a Loan Note Event of
Default in respect of that Series (or, if a Loan Note Event of Default
in respect of that Series has already occurred, a further Loan Note
Event of Default in respect of that Series) under Condition 9.
4. RESTRICTIONS
So long as any of the Loan Notes in respect of a Series remain
outstanding the Loan Note Issuer will not, save to the extent permitted
by the Transaction Documents, or with the prior written consent of the
Security Trustee:
(a) dispose of any Secured Property in respect of Series 2005-B or
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,
without limitation, uncalled capital and any Secured Property)
other than the security interest referred to in Clauses 5.1 to
5.3 of the Security Trust Deed as amended by the relevant Loan
Note Supplement;
(b) carry on any business other than as contemplated in the
Transaction Documents to which it is a party relating to the
purchase of beneficial interests in Portfolios of Receivables to
be held on trust by the Receivables Trustee and the issue of the
Loan Notes of the Series 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
Loan Notes appertaining thereto and the Transaction
Documents to which it is a party;
(ii) use, invest or dispose of any of its property or assets
in the manner provided in or contemplated by the
Transaction Documents to which it is a party;
(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 a bank account
other than the Loan Note Issuer Accounts;
(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
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pursuant to or as contemplated in any of the Transaction
Documents to which it is a party) or give any guarantee in
respect of any obligation of any Person;
(e) repurchase any shares or declare or pay any dividend or other
distribution to its shareholders or issue or allot shares to any
Person other than The Royal Bank of Scotland plc and provided in
the case of payment of any dividend, the Loan Note Issuer has
prepared annual audited accounts in the relevant year, except to
the extent required by law;
(f) consolidate with or merge with or into any person or liquidate
or dissolve on a voluntary basis;
(g) become a member of any VAT group for the purposes of Section 43
of the Value Added Tax Act 1994;
(h) waive, modify or amend, or consent to any waiver, modification
or amendment of, any of the provisions of any Transaction
Document, without the prior written consent of the Transferors
and the Security Trustee;
(i) offer to surrender to any company any amounts which are
available for surrender by way of group relief; and
(j) take any steps in its capacity as Investor Beneficiary of the
Receivables Trust either on its own or in conjunction with any
other Beneficiary of the Receivables Trust to terminate the
Receivables Trust or any Sub-trust thereof.
The Security Trustee shall be entitled to rely absolutely on a
certificate of a director of the Loan Note Issuer in relation to any
matter relating to such restrictions and to accept without liability any
such certificate as sufficient evidence of the relevant fact or matter
in question.
5. INTEREST AND OTHER CALCULATIONS
5.1 INTEREST AND ACCRUAL
5.1.1 Each Loan Note bears interest on its Principal Amount
Outstanding (or as otherwise specified in the relevant Loan Note
Supplement) from the Interest Commencement Date equal to the
Interest Amount, such interest being payable in arrears (unless
otherwise specified in the relevant Loan Note Supplement) on
each Payment Date (as defined in Condition 5.4), and being
notionally allocated by Class.
5.1.2 Interest will cease to accrue on each Loan Note on the due date
for redemption unless, upon due presentation, payment of
principal is improperly withheld or refused, in which event
interest will continue to accrue (as well after as before
judgment) in the manner provided in this Condition 5 to the
Relevant Date.
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5.2 BUSINESS DAY CONVENTION
If any date referred to in these Conditions which is specified to be
subject to adjustment in accordance with a Business Day Convention would
otherwise fall on a day which is not a Relevant Business Day, then if
the Business Day Convention specified in such Condition is:
5.2.1 the Floating Rate Convention, such date shall be postponed to
the next day which is a Relevant Business Day unless:
(a) it would thereby fall into the next calendar month, in
which event:
(i) such date shall be brought forward to the
immediately preceding Relevant Business Day; and
(ii) each subsequent such date shall be the last
Relevant Business Day of the month in which such
date is due to fall; or
(b) there is no such numerically corresponding day in the
calendar month in which such date is proposed to fall in
which event:
(i) such date will be the last Relevant Business Day
of the month in which such date is due to fall;
and
(ii) each subsequent such date shall be the last
Relevant Business Day of the month in which such
date is due to fall;
5.2.2 the Following Business Day Convention, such date shall be
postponed to the next day which is a Relevant Business Day;
5.2.3 the Modified Following Business Day Convention, such date shall
be postponed to the next day which is a Relevant Business Day
unless it would thereby fall into the next calendar month, in
which event such date shall be brought forward to the
immediately preceding Relevant Business Day; or
5.2.4 the Preceding Business Day Convention, such date shall be
brought forward to the immediately preceding Relevant Business
Day.
5.3 DETERMINATION AND PUBLICATION OF INTEREST AMOUNTS, REDEMPTION AMOUNTS
AND INSTALMENT AMOUNTS
As soon as practicable on each Interest Determination Date or such other
time on such date as the Jersey Account Bank Operator may be required to
determine any Redemption Amount, determine the underlying interest rates
and the Interest Amounts or obtain any quote or make any other
determination or calculation in respect of each Loan Note for the
relevant Interest Period, the Jersey Account Bank Operator shall, on the
basis of information provided by the Receivables Trustee in accordance
with Clause 5.1 (Information Covenant) of the relevant Loan Note
Supplement, determine the Redemption Amount, obtain such quote or make
such determination or calculation, as the case may be, and cause the
Interest Amounts for each Interest Period and the relevant
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Payment Date and, if required, the Redemption Amount to be notified, if
the Loan Notes are listed on a stock exchange and such exchange so
requires, to such exchange as soon as possible after their determination
but in no event later than (i) the commencement of the relevant Interest
Period, if determined prior to such time, in the case of an Interest
Amount, or (ii) in all other cases, the fourth Relevant Business Day
after such determination. The Interest Amounts and the Payment Date so
published may subsequently be amended (or appropriate alternative
arrangements made by way of adjustment) without notice in the event of
an extension or shortening of the Interest Period. If the Loan Notes
become due and payable under Condition 9, the accrued interest payable
in respect of the Loan Notes shall nevertheless continue to be
calculated as previously in accordance with this Condition but no
publication of the Interest Amount so calculated need be made unless
otherwise required by the Security Trustee. The determination of each
Interest Amount and Redemption Amount, the obtaining of each quote and
the making of each determination or calculation by the Jersey Account
Bank Operator or, as the case may be, the Security Trustee pursuant to
Condition 5.5, shall (in the absence of manifest error) be final and
binding upon all parties.
5.4 DEFINITIONS
In these Conditions, unless the context otherwise requires, the
following defined terms shall have the meanings set out below.
"BUSINESS DAY" shall be construed as a reference to any day which is a
Trans-european Automated Realtime Gross settlement Express Transfer
system (TARGET) settlement day, other than a Saturday, a Sunday or a day
on which banking institutions in: London, England; Edinburgh, Scotland;
Jersey, Channel Islands; or New York, New York are authorised or obliged
by law or executive order to be closed.
"CLASS A MONTHLY DISTRIBUTION AMOUNT" has the meaning specified in
Series 2005-B Trust Supplement;
"CLASS B MONTHLY DISTRIBUTION AMOUNT" has the meaning specified in the
Series 2005-B Trust Supplement;
"CLASS C MONTHLY DISTRIBUTION AMOUNT" has the meaning specified in the
Series 2005-B Trust Supplement;
"CONTROLLED ACCUMULATION PERIOD" means (unless the Regulated
Amortisation Period or the Rapid Amortisation Period has commenced) the
period commencing on the close of business on the date specified in the
Series 2005-B Trust Supplement or (such later date falling no later than
the date specified in the Series 2005-B Trust Supplement) and ending
(for the purposes of these Conditions) on the first to occur of (a) the
commencement of the Rapid Amortisation Period or Regulated Amortisation
Period and (b) the day the Investor Interest is reduced to zero;
"DISTRIBUTION DATE" means 15th February 2006 (or if such day is not a
Business Day, the next succeeding Business Day) and, thereafter, the
15th day of each month (or if such day is not a Business Day, the next
succeeding Business Day);
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"EURO" means the lawful currency of the Member States of the European
Union participating in Economic and Monetary Union;
"FURTHER INTEREST" means the amount specified in Condition 3.2.1(i).
"INTEREST AMOUNT" means the amount of interest payable on the Loan Note
in respect of each Interest Period calculated as follows:
Y=A+B+C+D
where:
Y = Interest Amount applicable on the Loan Notes for the relevant
Interest Period;
A= Class A Monthly Distribution Amount attributable to the relevant
Interest Period;
B= Class B Monthly Distribution Amount attributable to the relevant
Interest Period;
C= Class C Monthly Distribution Amount attributable to the relevant
Interest Period (which for the avoidance of doubt shall not include any
Loan Note Issuer Return for such Interest Period);
D= Further Interest
"INTEREST COMMENCEMENT DATE" means the Issue Date or such other date as
may be specified;
"INTEREST DETERMINATION DATE" means, with respect to an Interest Period,
the date specified as such in the relevant Loan Note Supplement or, if
none is so specified, the first day of such Interest Period;
"INTEREST PERIOD" means the period from (and including) the Issue Date
to (but excluding) the first Payment Date and, thereafter, from (and
including) the previous Payment Date to (but excluding) the next Payment
Date.
"ISSUE DATE" means the date of issue of the Series 2005-B Loan Note;
"LOAN NOTE ISSUER COSTS AMOUNT" means the amounts evidenced by formal
invoice (a copy of which has been provided to the Security Trustee) as
being required to pay the legal fees, fees, costs, charges, expenses,
indemnities, losses, damages, claims and liabilities incurred by the
Loan Note Issuer accrued due and payable on any Transfer Date to a third
party incurred in the course of the Loan Note Issuer's business
(including the legal fees, fees, costs, charges, expenses, indemnities,
losses, damages, claims and liabilities of the Security Trustee and any
Receiver appointed pursuant to the Security Trust Deed, such amount to
be paid in priority to any other amount contemplated by this definition)
(such amount to exclude any income tax or other similar taxes upon profit
payable by the Loan Note Issuer to any taxation authority), plus any such
legal fees, fees, costs, charges, expenses, indemnities losses, damages,
claims and liabilities remaining unpaid for previous Transfer Dates
plus, in each case where relevant, VAT thereon. This definition shall
not be modified to the extent such modification relates to amounts
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payable or potentially payable to the Security Trustee or its
appointees, delegates or agents, without the prior written consent of
the Security Trustee;
"PAYMENT DATE" shall be on the same day as a Distribution Date, provided
that the first Payment Date shall be 15 February 2005 (or if such day is
not a Business Day, the next succeeding Business Day);
"PRINCIPAL AMOUNT OUTSTANDING" means in relation to a Loan Note or
Series, the original face value thereof less any repayment of principal
made to the holder(s) thereof in respect of such Loan Note or Series;
"RAPID AMORTISATION PERIOD" means the period commencing on the first day
of the monthly period next following the day on which a Pay-Out Event
(not being a Regulated Amortisation Trigger Event - as defined in the
Series 2005-B Trust Supplement) is deemed to occur pursuant to the
provisions of the Series 2005-B Trust Supplement and ending (for the
purposes of these Conditions) on the earlier of (i) the day on which the
Receivables Trust is dissolved following the occurrence of an Insolvency
Event and (ii) the Series Termination Date specified in the Series
2005-B Trust Supplement;
"REDEMPTION AMOUNT" means, unless otherwise specified in the relevant
Loan Note Supplement, in relation to a Loan Note or Series, the amount
of the original face value thereof less any repayment of principal made
to the Loan Note Holder(s) thereof in respect of such Loan Note or
Series;
"REGULATED AMORTISATION PERIOD" means the period commencing on the day
on which a Regulated Amortisation Trigger Event (as defined in the
Series 2005-B Trust Supplement) is deemed to occur pursuant to the terms
of the Series 2005-B Trust Supplement and ending (for the purposes of
these Conditions) on the earlier of (i) the start of the Rapid
Amortisation Period and (ii) the Series Termination Date specified in
the Series 2005-B Trust Supplement;
"RELEVANT BUSINESS DAY" or "BUSINESS DAY" means:
(i) in the case of a specified currency (other than euro) and/or one
or more specified financial centres, a day (other than a
Saturday or a Sunday) on which commercial banks and foreign
exchange markets settle payments in London, England; Edinburgh,
Scotland; Jersey, Channel Islands; or New York, New York, and on
which and in the principal financial centre for that currency
and/or each of the financial centres so specified; and in the
case of euro, a day on which the TARGET system is operating;
"REVOLVING PERIOD" means the period from and including the Issue Date
to, but not including, the earlier of the date of commencement of (a)
the Controlled Accumulation Period, (b) the Regulated Amortisation
Period and (c) the Rapid Amortisation Period;
"SERIES 2005-B TRUST SUPPLEMENT" means the supplement to the Receivables
Trust Deed and Trust Cash Management Agreement dated the date hereof,
identified by series number 2005-B; and
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"TARGET SYSTEM" means the Trans-European Automated Real-Time Gross
Settlement Express Transfer system.
5.5 DETERMINATION OR CALCULATION BY SECURITY TRUSTEE
If the Jersey Account Bank Operator does not at any time for any reason
determine any Interest Amount, Redemption Amount or any other amount to
be determined or calculated by it, the Security Trustee shall determine
such Interest Amount, Redemption Amount or other amount as aforesaid at
such rate or in such amount as in its absolute discretion (having regard
as it shall think fit to the procedures described above, but subject to
the terms of the Security Trust Deed) it shall deem fair and reasonable
in all the circumstances or, subject as aforesaid, apply the foregoing
provisions of this Condition, with any consequential amendments, to the
extent that, in its sole opinion, it can do so and in all other respects
it shall do so in such manner as it shall, in its absolute discretion,
deem fair and reasonable in the circumstances, and each such
determination or calculation shall be deemed to have been made by the
Jersey Account Bank Operator.
6. REDEMPTION
6.1 SCHEDULED REDEMPTION
Unless the Rapid Amortisation Period or the Regulated Amortisation
Period has earlier commenced each Class of Loan Note will be redeemed on
its Scheduled Redemption Date as specified in the relevant Loan Note
Supplement. To the extent that the principal amount which is deposited
to the Series 2005-B Loan Note Issuer Distribution Account on the
Scheduled Redemption Date in reduction of the class of Investor Interest
corresponding to any Class of Loan Note (such amount, the "RELEVANT
INVESTOR AMOUNT") is less than the Principal Amount Outstanding on such
Class of Loan Notes on the Scheduled Redemption Date, then that Class of
Loan Notes will be redeemed pro rata to the extent of the Relevant
Investor Amount and the Rapid Amortisation Period will commence with
effect from such Scheduled Redemption Date. On each Payment Date which
thereafter occurs during the Rapid Amortisation Period, such Class of
Loan Notes will be redeemed pro rata to the extent of the principal
amount which is deposited to the Series 2005-B Loan Note Issuer
Distribution Account on such date in reduction of the corresponding
Class of Investor Interest until the earlier of (a) such time as the
relevant Class of Loan Notes has been repaid in full and (b) the Series
2005-B Termination Date specified in the relevant Loan Note Supplement.
6.2 MANDATORY EARLY REDEMPTION
If the Rapid Amortisation Period or the Regulated Amortisation Period
commences in respect of any Class of Loan Notes prior to its Scheduled
Redemption Date, then on each Payment Date which thereafter occurs, such
Class of Loan Note will be redeemed pro rata to the extent of the
principal amount which is deposited on such date to the Series 2005-B
Loan Note Issuer Distribution Account in reduction of the corresponding
Class of Investor Interest until the earlier of (a) such time as such
Class of Loan Notes has been repaid in full and (b) the Series 2005-B
Termination Date.
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6.3 FINAL REDEMPTION
If the Loan Notes of any Class have not previously been redeemed in full
pursuant to Condition 6.1, 6.2 or 6.3 above, such Class of Loan Notes
will be redeemed at their then Principal Amount Outstanding on the Final
Redemption Date together with all accrued and unpaid interest, Deferred
Interest and Additional Interest.
7. PAYMENTS
7.1 LOAN NOTES
Payments of principal (or, as the case may be, Redemption Amounts) and
interest (or, as the case may be, Interest Amounts) in respect of Loan
Notes will, subject as mentioned below, be made to the relevant
registered holder of the Loan Notes by a cheque payable in the currency
in which such payment is due drawn on, or, at the
option of the Loan Note Holder by transfer to an account specified by
such Loan Note Holder.
7.2 PAYMENTS SUBJECT TO FISCAL LAWS; PAYMENTS ON LOAN NOTES
All payments are subject in all cases to any applicable fiscal or other
laws, regulations and directives, but without prejudice to the
provisions of Condition 9. No commission or expenses shall be charged to
the Loan Note Holders in respect of such payments.
7.3 APPOINTMENT OF THE REGISTRAR
Subject to Condition 15, the Registrar shall act solely as an agent of
the Loan Note Issuer and shall not assume any obligation or relationship
of agency or trust for or with any Loan Note Holder. The Loan Note
Issuer reserves the right at any time to vary or terminate the
appointment of the Registrar, and to appoint additional or other agents
or another party to act as Registrar, provided that the Loan Note Issuer
will at all times maintain a Registrar which shall be outside the United
Kingdom.
7.4 NON-BUSINESS DAYS
Subject as provided in the relevant Loan Note Supplement, if any date
for payment in respect of any Loan Note is not a business day, the Loan
Note Holder shall not be entitled to payment until the next following
business day nor to any interest or other sum in respect of such
postponed payment. In this paragraph, "BUSINESS DAY" shall mean any day
which is a Trans-european Automated Realtime Gross settlement Express
Transfer system (TARGET) settlement day, other than a Saturday, a Sunday
or a day on which banking institutions in: London, England; Edinburgh,
Scotland; Jersey, Channel Islands; or New York, New York are authorised
or obliged by law or executive order to be closed.
8. TAXATION
All payments in respect of the Loan Notes will be made without
withholding or deduction for, or on account of, any present or future
taxes, duties or charges of whatsoever nature unless the Loan Note
Issuer, the Jersey Account Bank Operator or, where applicable, the
Security Trustee is required by applicable law to make any
- 31 -
payment in respect of the Loan Notes subject to any withholding or
deduction for, or on account of, any present or future taxes, duties or
charges of whatsoever nature. In that event, the Loan Note Issuer, the
Jersey Account Bank Operator or the Security Trustee (as the case may
be) shall make such payment after such withholding or deduction has been
made and shall account to the relevant authorities for the amount so
required to be withheld or deducted. Neither the Loan Note Issuer, nor
the Jersey Account Bank Operator nor the Security Trustee will be
obliged to make any additional payments to the Loan Note Holder, in
respect of such withholding or deduction. The Loan Note Issuer or the
Jersey Account Bank Operator may require the Loan Note Holders to
provide such certifications and other documents as required by
applicable law in order to qualify for exemptions from applicable tax
laws.
9. LOAN NOTE EVENTS OF DEFAULT
9.1 OCCURRENCE OF LOAN NOTE EVENTS OF DEFAULT
On the occurrence of any of the following events in respect of a Series
(each a "LOAN NOTE EVENT OF DEFAULT"):
9.1.1 Non-payment: the Loan Note Issuer fails to pay any amount of
principal or interest in respect of the Loan Notes on the due
date for payment thereof;
9.1.2 Breach of other obligations: the Loan Note Issuer defaults in
the performance or observance of any of its other obligations
under or in respect of the Loan Notes, the relevant Loan Note
Supplement or the Security Trust Deed and (except where such
default is incapable of remedy) such default remains unremedied
for 30 days after the Security Trustee has given written notice
thereof to the Loan Note Issuer, certifying that (save in the
case of obligations owed to The Bank of New York in any of its
capacities or to its successors or assigns) such default is, in
the opinion of the Security Trustee, materially prejudicial to
the interests of the Loan Note Holders; or
9.1.3 Termination of Swap Agreement: the early termination, without
replacement within 30 days or such termination, of any swap
agreement entered into by Arran Funding Limited relating to
payments under the Series of Notes relating to Series 2005-B; or
9.1.4 Unsatisfied judgment: a judgment or order for the payment of any
amount is rendered against the Loan Note Issuer and continues
unsatisfied and unstayed for a period of 30 days after the date
thereof or, if later, the date therein specified for payment; or
9.1.5 Security enforced: a secured party takes possession or a
receiver, administrative receiver, administrator, examiner,
manager or other similar officer is appointed, of the whole or
any part of the undertaking, assets and revenues of the Loan
Note Issuer or an enforcement action is begun or execution is
levied against any of the assets of the Loan Note Issuer; or
- 32 -
9.1.6 Insolvency etc: (i) the Loan Note Issuer becomes insolvent or is
unable to pay its debts as they fall due, (ii) an administrator
or liquidator of the Loan Note Issuer or the whole or any part
of the undertaking, assets and revenues of the Loan Note Issuer
is appointed (or application for any such appointment is made),
(iii) the Loan Note Issuer takes any action for a readjustment
or deferment of any of its obligations or makes a general
assignment or an arrangement or composition with or for the
benefit of its creditors or declares a moratorium in respect of
any of its indebtedness or any guarantee of indebtedness given
by it or (iv) the Loan Note Issuer ceases or threatens to cease
to carry on all or any substantial part of its business; or
9.1.7 Winding up etc: an order is made or an effective resolution is
passed for the winding up, liquidation or dissolution of the
Loan Note Issuer is not taken, fulfilled or as the case may be,
carried out; or
9.1.8 Failure to take action etc: any action, condition or thing at
any time required to be taken, fulfilled or done in order (i) to
enable the Loan Note Issuer lawfully to enter into, exercise its
rights and perform and comply with its obligations under and in
respect of the Loan Notes and the Related Documents or (ii) to
ensure that those obligations are legal, valid, binding and
enforceable (except as such enforceability may be limited by
applicable bankruptcy, insolvency, moratorium, reorganisation or
other similar laws affecting the enforcement of the rights of
creditors generally and as such enforceability may be limited by
the effect of general principles of equity) is not taken,
fulfilled or done; or
9.1.9 Unlawfulness: it is or will become unlawful for the Loan Note
Issuer to perform or comply with any of its obligations under or
in respect of the Loan Notes or the Related Documents; or
9.1.10 Government intervention: (i) all or any substantial part of the
undertaking, assets and revenues of the Loan Note Issuer is
condemned, seized or otherwise appropriated by any person acting
under the authority of any national, regional or local
government or (ii) the Loan Note Issuer is prevented by any such
person from exercising normal control over all or any
substantial part of its undertaking, assets and revenues,
the Security constituted by the Security Trust Deed in respect of such
Series shall immediately become enforceable (as provided in the Security
Trust Deed).
9.2 The Security Trustee shall not be bound to take any such proceedings or
steps as are contemplated by any provision of Clause 8 of the Trust Deed
or any other proceedings pursuant to or in connection with the Trust
Deed or any relevant Loan Note Supplement, the Loan Notes or any of them
or to give any notice pursuant to Loan Note Condition 9 unless directed
or requested to do so by the Note Trustee of a particular Series and
then only if it shall have been indemnified and/or secured to its
satisfaction.
9.3 Subject to the Security Trustee being requested and/or directed by the
Note Trustee of a particular Series and subject also to it having been
indemnified and/or secured to its
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satisfaction following the occurrence of a Loan Note Event of Default in
respect of that Series, the Security Trustee shall be required to demand
all amounts of principal and interest owing in respect of the Loan Notes
to be paid immediately and to take such steps as it shall think fit to
enforce any security it holds in relation to a particular Series.
9.4 VARIATION OF LOAN NOTE EVENTS OF DEFAULT
The Loan Note Events of Default set out in the Series 2005-B Loan Note
Supplement shall apply without variation or amendment in respect of
Series 2005-B.
9.5 REALISATION OF THE CHARGED ASSETS UPON REDEMPTION
In the event of the Security constituted under the Security Trust Deed
becoming enforceable, the Security Trustee shall, but in each case
without any liability as to the consequence of such action and without
having regard to the effect of, or being required to account for, such
action to, the Secured Creditors in relation to such Series, have the
right to enforce its rights under the Security Documents (including the
appointment of a receiver), in relation to the relevant Charged Assets
in relation to such Series only, provided that the Security Trustee
shall not be required to take any action that would involve the Security
Trustee in any personal liability or expense unless previously
indemnified and/or secured to its satisfaction.
The provisions of the Security Trust Deed are expressed to apply
separately to each Series. Accordingly, the occurrence of a Loan Note
Event of Default under one Series does not per se constitute and nor
does it trigger a Loan Note Event of Default under any other Series.
10. ENFORCEMENT
(a) Only the Security Trustee may pursue the remedies available
under the Security Trust Deed, the Conditions or any of the
Transaction Documents to enforce the rights of the Secured
Creditors in relation to the Charged Assets of the Series
2005-B. No Secured Creditor of such Series is entitled to
proceed directly against the Loan Note Issuer or any assets of
the Loan Note Issuer unless the Security Trustee, having become
bound to proceed in accordance with the terms of the Trust Deed,
any Loan Note Supplement, any Supplementary Security Document
executed in relation to the Loan Notes or the Conditions, fails
or neglects to do so within a reasonable period and such failure
or neglect is continuing. However, the Security Trustee shall
not be bound to take any action to enforce the Security or
pursue the remedies available under the Security Trust Deed, the
Conditions (including under Condition 9.2) or any of the
Transaction Documents or otherwise take any action unless it is
indemnified and/or secured to its satisfaction and has, if so
required by the Conditions, been instructed to do so by the
Priority Secured Creditor.
(b) After the date falling three months after the Series Termination
Date or, if earlier, realisation of the Security in respect of
such Series which has become enforceable and distribution of the
net proceeds thereof in accordance with
- 34 -
Condition 3, neither the Security Trustee nor any Secured
Creditor in respect of such Series may take any further steps
against the Loan Note Issuer, or any of its assets to recover
any sums due but unpaid in respect of the Loan Notes or
otherwise and the relevant Related Agreement will provide that
the Counterparty may not take any further steps against the Loan
Note Issuer, or any of its assets to recover any sums due to it
but unpaid in respect of the relevant Related Agreement in
respect of such Series and all claims and all rights to claim
against the Loan Note Issuer in respect of each such sum unpaid
shall be extinguished.
(c) No Secured Creditor, nor the Security Trustee on its behalf, may
institute against, or join any person in instituting against the
Loan Note Issuer any bankruptcy, winding-up, re-organisation,
arrangement, insolvency or liquidation proceeding (except for
the appointment of a receiver and manager pursuant to the terms
of the Security Trust Deed) or other proceeding under any
similar law nor shall any of them have any claim in respect of
any such sums over or in respect of any assets of the Loan Note
Issuer which are Security for any other Series. The Secured
Creditors accept and agree that the only remedy of the Security
Trustee against the Loan Note Issuer of any Series after any of
the Loan Notes in a Series have become due and payable pursuant
to Condition 9 is to enforce the Security for the Series 2005-B
pursuant to the provisions of the Security Trust Deed and any
Supplementary Security Document executed in relation to such
Series.
(d) The net proceeds of enforcement of the Security for the Series
2005-B may be insufficient to pay all amounts due to the Secured
Creditors in respect of such Series, in which event claims in
respect of all such amounts will be extinguished.
(e) No Loan Note Holder may institute any proceedings against the
Loan Note Issuer to enforce its rights under or in respect of
the Loan Notes or the Security Trust Deed or any relevant Loan
Note Supplement unless (1) the Security Trustee has become bound
to institute proceedings and has failed to do so within a
reasonable time and (2) the failure is continuing. Each Loan
Noteholder shall have the benefit of the mandatory provisions of
the Trustee Indenture Act 1939.
11. PRESCRIPTION
Claims against the Loan Note Issuer for payment in respect of the Loan
Notes shall be prescribed and become void unless made within ten years
(in the case of principal) or five years (in the case of interest) from
the appropriate Relevant Date in respect thereof.
12. REPLACEMENT OF LOAN NOTES
If any Loan Note is lost, stolen, mutilated, defaced or destroyed it may
be replaced, subject to applicable laws and any relevant stock exchange
requirements, at the specified office of the Loan Note Issuer, upon
payment by the claimant of the expenses incurred in
- 35 -
connection with such replacement and on such terms as to evidence,
security, indemnity and otherwise as the Loan Note Issuer may require.
Mutilated or defaced Loan Notes must be surrendered before replacements
will be issued.
13. MEETINGS OF LOAN NOTE HOLDERS, MODIFICATION, WAIVER, AUTHORISATION AND
SUBSTITUTION
13.1 MEETINGS OF LOAN NOTE HOLDERS
The Trust Deed contains provisions for convening joint and separate
meetings of each Class of Loan Note Holders to consider any matter
affecting their interests, including the sanctioning by an Extraordinary
Resolution of such Loan Note Holders of the relevant Class of any
modification of the Loan Notes of the relevant Class (including these
Conditions as they relate to the Loan Notes of such relevant class) or
the provisions of any of the Transaction Documents, Provided that no
Basic Term Modification (as defined in the Security Trust Deed) by the
Loan Note Holders of any Class shall be effective unless such
modification is sanctioned by an Extraordinary Resolution of the Loan
Note Holders of the other classes of Loan Notes.
The quorum at any meeting of the Loan Note Holders of any Class of Loan
Notes for passing an Extraordinary Resolution shall be one or more
persons holding or representing a clear majority of the aggregate
Principal Amount Outstanding of the Loan Notes of the relevant Class;
Provided however, that, at any meeting the business of which includes
the sanctioning of a Basic Terms Modification (as defined in the
Security Trust Deed), the necessary quorum for passing an Extraordinary
Resolution shall be one or more persons holding or representing 75 per
cent., or more of the aggregate Principal Amount Outstanding of the Loan
Notes of the relevant Class.
Except in the case of a Basic Terms Modification (as defined in the
Security Trust Deed), an Extraordinary Resolution of any Subordinated
Secured Creditor shall only be effective if the Security Trustee is of
the opinion that it will not be materially prejudicial to the interests
of the Priority Secured Creditor or (if the Security Trustee is not of
that opinion) it is sanctioned by an Extraordinary Resolution of the
Priority Secured Creditor. Except in certain circumstances, the Trust
Deed imposes no such limitations on the powers of the Priority Secured
Creditor, the exercise of which will be binding on each subordinated
Secured Creditor irrespective of the effect on their interests.
An Extraordinary Resolution passed at any meeting of the Loan Note
Holders of any Class of Loan Notes shall be binding on all Loan Note
Holders of the relevant class, whether or not they are present at the
meeting. The majority required for an Extraordinary Resolution,
including the sanctioning of the Basic Terms Modification (as defined in
the Security Trust Deed), shall be 75 per cent. of the votes cast on
that Extraordinary Resolution.
13.2 MODIFICATION OR WAIVER
The Security Trustee may agree, without the consent of the Loan Note
Holders to (a) any modification (except a Basic Term Modification) of,
or to the waiver or authorisation of
- 36 -
any breach or proposed breach of, the Loan Notes including these
Conditions or any Transaction Document, which is not, in the opinion of
the Security Trustee, materially prejudicial to the interests of the
Loan Note Holders or (b) any modification of the Loan Notes (including
these Conditions) or any Transaction Document, which in the Security
Trustee's opinion is to correct a manifest error or is of a formal minor
or technical nature. Any such modification, waiver, authorisation or
determination shall be binding on the Loan Note Holders and, unless the
Security Trustee agrees otherwise, any such modification or waiver shall
be notified to the Loan Note Holders in accordance with Condition 14 as
soon as practicable thereafter.
13.3 SUBSTITUTION AND ADDITION
As more fully set forth in the Trust Deed (and subject to the conditions
and qualifications therein) subject to such amendment of the Trust Deed
and such other conditions as the Security Trustee may require, but
without the consent of the Loan Note Holders, the Security Trustee may
also agree to the substitution of any other body corporate in place of
the Loan Note Issuer as principal debtor under the Trust Deed and the
Loan Notes and in the case of such a substitution or addition the
Security Trustee may agree, without the consent of the Loan Note
Holders, to a change of the law governing the Loan Notes and/or the
Trust Deed provided that such change would not in the opinion of the
Security Trustee be materially prejudicial to the interests of the Loan
Note Holders. Any such substitution or addition shall be notified to the
Loan Note Holders in accordance with Condition 14 as soon as practicable
thereafter.
14. NOTICES
(a) Notices to the Loan Note Holders shall be deemed to have been duly
validly given if published in a leading English language daily newspaper
published in London (which is expected to be the Financial Times). Any
such notice shall be deemed to have been given on the date of first
publication.
(b) Any notices specifying an Interest Amount, an amount of Additional
Interest or of Deferred Interest, a Redemption Amount or a Principal
Amount Outstanding shall be deemed to have been duly given if the
information contained in such notice appears on the relevant page of the
Reuters Screen, Bloomberg or such other medium for the electronic
display of data as may be approved by the Security Trustee and notified
to Loan Note Holders (the "RELEVANT SCREEN"). Any such notice shall be
deemed to have been given on the first date on which such information
appeared on the Relevant Screen. If it is impossible or impracticable to
give notice in accordance with this paragraph, then notice of the
matters referred to in this Condition shall be given in accordance with
the preceding paragraph.
15. REGISTRAR
The Registrar will act solely as agent of the Loan Note Issuer and will
not otherwise assume any obligation or duty or relationship of agency or
trust to or with the Loan Note Holders unless a Loan Note Event of
Default has occurred, when it will act as agent of the Security Trustee.
Such agreement may be amended by the parties thereto with the
- 37 -
prior written approval of the Security Trustee subject to its obtaining
the consent of the Loan Note Holders.
The Loan Note Issuer reserves the right at any time with the consent of
the Security Trustee to vary or terminate the appointment of the
Registrar and to appoint another Registrar outside the United Kingdom.
Notice of any termination or appointment and of any changes in specified
offices will be given to the Loan Note Holders promptly by the Issuer in
accordance with Condition 14.
16. GOVERNING LAW
16.1 GOVERNING LAW
The Trust Deed, the relevant Loan Note Supplement and the Loan Notes are
governed by and shall be construed in accordance with English law save
that those parts of the Trust Deed and the Loan Note Supplement
concerned with the creation, subsistence or enforcement of the Loan Note
Issuer Jersey Security Interest shall be governed by and construed in
accordance with Jersey law.
16.2 SUBMISSION TO JURISDICTION
The Loan Note Issuer has, in the Trust Deed, irrevocably agreed for the
benefit of the Secured Creditors that the courts of England shall have
jurisdiction to hear and determine any suit, action or proceedings, and
to settle any disputes, which may arise out of or in connection with the
Loan Notes (respectively, "PROCEEDINGS" and "DISPUTES") and, for such
purposes, irrevocably submits to the jurisdiction of such courts.
- 38 -
PART 2
ADDITION TO CLAUSE 7 (LOAN NOTE ISSUER BANK ACCOUNTS) OF
THE SECURITY TRUST DEED
1. ESTABLISHMENT AND MAINTENANCE OF SERIES 2005-B LOAN ACCOUNTS
1.1 The Loan Note Issuer shall procure the establishment and maintenance of
the Series 2005-B Loan Note Issuer Distribution Account and the Series
2005-B Loan Note Issuer Expense Account respectively.
1.2 The Loan Note Issuer shall record all monies received or payments made
by it in respect of Series 2005-B in the manner set out in this Series
2005-B Loan Note Supplement and shall cause the Series 2005-B Loan Note
Issuer Distribution Account and the Series 2005-B Loan Note Issuer
Expense Account to be credited with the corresponding amounts.
1.3 The Loan Note Issuer shall ensure that:
(a) Amounts received in the Series 2005-B Loan Note Issuer
Distribution Account under the Series 2005-B Trust Supplement as
a distribution to the Loan Note Issuer by the Receivables
Trustee on such date in respect of the Investor Interest
referable to Series 2005-B are credited to the relevant ledger
on each Payment Date upon receipt of each payment under Clause
5.10 (Payments of Amounts representing Finance Collections),
Clause 5.11 (Payments Principal Amounts on Transfer Dates) and
Clause 5.15 (Available Spread);
(b) the Series 2005-B Loan Note Issuer Expense Account will be
credited on each Distribution Date with the Loan Note Issuer
Costs Amount (and shall be debited from the Series 2005-B Loan
Note Issuer Distribution Account in accordance with Clause
3.2.1(c)) and distributed by the Receivables Trustee to the Loan
Note Issuer on such date in respect of the Investor Interest
referable to Series 2005-B.
2. APPLICATION OF MONIES ON EACH PAYMENT DATE/DISTRIBUTION DATE
On each Payment Date, which for the avoidance of doubt shall in the case
of Series 2005-B be the same day as the relevant Distribution Date, all
moneys received or held by the Loan Note Issuer in the Series 2005-B
Loan Note Issuer Distribution Account or, where specified, the Series
2005-B Loan Note Issuer Expense Account, shall be applied or transferred
(and the relevant ledger debited) to make the following payments in the
following order of priority, and in each case, only if and to the extent
that payments or provisions of a higher order of priority have been made
in full (other than in the event of a shortfall in relation to the
satisfaction of the amounts detailed in items (a) to (c) below, in which
case item (c) below will be paid in priority to item (b) below, to the
extent of such shortfall):
- 39 -
(a) an amount equal to the Trustee Payment Amount (as defined in the
Series 2005-B Trust Supplement) referable to Series 2005-B to be
paid to the Receivables Trustee as additional consideration for
granting of the Loan Note Issuer's Series 2005-B interest in the
Receivables Trust;
(b) in no order of priority between them, but pro rata according to
the respective amounts thereof:
(i) an amount equal to the Servicer Fee Payment Amount (as
defined in the Series 2005-B Trust Supplement) to be
paid to the Servicer;
(ii) an amount equal to the Cash Management Fee Payment
Amount (as defined in the Series 2005-B Trust
Supplement) to be paid to the Receivables Trustee as
additional consideration for the granting of the Loan
Note Issuer's Series 2005-B interest in the Receivables
Trust;
(c) an amount equal to the Loan Note Issuer Costs Amount referable
to the Series 2005-B to be transferred to the Series 2005-B Loan
Note Issuer Expense Account to be utilised in the discharge of
such amounts;
(d) an amount equal to the sum of the Class A Monthly Distribution
Amount, Class B Monthly Distribution Amount and Class C Monthly
Distribution Amount will be used by the Loan Note Issuer to pay
interest due and unpaid on the Series 2005-B Loan Note shall be
paid to the Series 2005-B Loan Note Holder.
(e) on a Payment date during the Regulated Amortisation Period or
the Rapid Amortisation Period, or on the Series 2005-B Scheduled
Redemption Date, towards payment of principal amounts due and
unpaid on the Loan Note allocated and identified by
class/subclass shall be paid to the Series 2005-B Loan Note
Holder, or to its order, with respect to Series 2005-B.
(f) an amount equal to the Loss Makeup (default) Amount and Loss
Makeup (charge off) Amount (each as defined in the Series 2005-B
Trust Supplement) and any Refunded Utilised Principal
Collections Amount (as defined in the Series 2005-B Trust
Supplement) referable to the Series 2005-B to be paid to the
Receivables Trustee as additional consideration for the granting
of the Loan Note Issuer's Series 2005-B interest in the
Receivables Trust;
(g) an amount equal to the Investor Indemnity Amount (as defined in
the Series 2005-B Trust Supplement) for the Series 2005-B to be
paid to the Receivables Trustee as additional consideration for
the granting of the Loan Note Issuer's Series 2005-B interest in
the Receivables Trust;
(h) an amount equal to the Loan Note Issuer Return (as defined in
the Series 2005-B Trust Supplement) for the Series 2005-B
transferred to the Series 2005-B Loan Note Issuer Expense
Account in respect of that Series, to the credit the profit
ledger of the Loan Note Issuer on the Series 2005-B Loan Note
Issuer Expense Account;
- 40 -
(i) amounts remaining after distribution in accordance with the
payments made pursuant to items (a) to (h) above, if any, shall
be identified as "Excess Spread" and be paid in respect of each
series as further interest to the Issuer ("FURTHER INTEREST");
and
(j) an amount equal to the Deferred Subscription Price, if any,
received by the Loan Note Issuer on that Distribution Date from
the Issuer in respect of a particular Series, ("DEFERRED
SUBSCRIPTION PRICE AMOUNT") shall be paid to the Receivables
Trustee in respect of that Series, identified as "Additional
Consideration" for the grant of the Loan Note Issuer's Series
2005-B interest in the Receivables Trust.
On or prior to the fifth Business Day prior to the relevant Payment Date the
Loan Note Issuer shall, if required, provide to the Series 2005-B Loan Note
Holder a copy of part D (Information Regarding Sub-Class Allocations) of the
Monthly Statement furnished to it by the Receivables Trustee in accordance with
Clause 5.1 (Information Covenant) of the Loan Note Supplement, showing, where
applicable, the notional allocations for each sub-class of the sums paid above
to be used to allocate the amount of principal and interest paid under the loan
note to be allocated to the relevant ledger within the Series 2005-B Issuer
Distribution Account.
3. APPLICATION OF MONIES POST ENFORCEMENT
3.1 Notwithstanding the security rights created by and pursuant to this
Series 2005-B Loan Note Supplement but subject always to the provisions
of the Jersey Security Law in respect of the Series 2005-B Loan Note
Issuer Jersey Security Interest, the Security Trustee and each of the
Secured Creditors hereby agrees, and the Loan Note Issuer concurs, that
from the time of the service of an Enforcement Notice, no amount
relating to Series 2005-B may be withdrawn from any of the Series 2005-B
Loan Note Issuer Accounts except to the extent that it is applied in
accordance with the order of priorities set out in Paragraph 2 or as
otherwise permitted by the provisions of this Series 2005-B Loan Note
Supplement or any other Transaction Document that is applicable after
the giving of a Loan Note Enforcement Notice in relation to Series
2005-B.
3.2 Notwithstanding the security rights created by this Series 2005-B Loan
Note Supplement, but subject always to the provisions of the Jersey
Security Law in respect of the Series 2005-B Loan Note Issuer Jersey
Security Interest, the Security Trustee and each of the Secured
Creditors hereby agrees, and the Loan Note Issuer concurs, that any
monies whatsoever recovered by each of them or on their behalf whether
by the Security Trustee or otherwise after the giving of a Enforcement
Notice in relation to Series 2005-B, shall be held on trust by them and
forthwith paid to the Security Trustee (and pending such payment shall
be held on trust for the Security Trustee) for application in accordance
with the order of priorities set out in Paragraph 2 above (in each case
only if and to the extent that payments of higher priority have been
made in full).
- 41 -
SCHEDULE 2
NOTICE OF ASSIGNMENT
(FOR THE PURPOSES OF THE SECURITY INTERESTS (JERSEY) LAW 1983, AS AMENDED
(THE JERSEY SECURITY LAW))
To: person from whom assignor would have claimed collateral but for
the assignment
From: RBS Cards Securitisation Funding Limited (the "LOAN NOTE
ISSUER")
and from: The Bank of New York, London Branch as security trustee (the
"SECURITY TRUSTEE")
We hereby give you notice that by a Series 2005-B loan note supplement (the
"SERIES 2005-B LOAN NOTE SUPPLEMENT") dated 15 December 2005 and made between
the Loan Note Issuer, the Security Trustee, The Royal Bank of Scotland plc (as
Transferor), Natwest (as Transferor), South Gyle Receivables Trustee Limited
(as Receivables Trustee) and The Royal Bank of Scotland International Limited
(as Registrar) supplemental to a Security Trust Deed dated 27 March 2000 and
made between the foregoing parties, for the purposes of creating a security
interest therein in favour of the Security Trustee in accordance with the
Jersey Security Law, the Loan Note Issuer has assigned the following property
to the extent that the same is situate in Jersey at any relevant time to the
Security Trustee:
specify relevant property for the addressee
(together, the "ASSIGNED PROPERTY")
We irrevocably and unconditionally authorise and instruct you (notwithstanding
any previous instructions of any kind which the Loan Note Issuer may have given
to you) to disclose to the Security Trustee such information relating to the
Assigned Property as it may from time to time require.
This notice may not be varied or revoked without the prior consent of the
Security Trustee.
We shall be grateful if you will sign and forward to the Security Trustee the
enclosed form of acknowledgement.
Terms used in this notice will have the same meaning as in the Series 2005-B
Loan Note Supplement unless otherwise defined in this notice or the context
requires otherwise.
- 42 -
This notice shall be governed by and construed in accordance with the laws of
Jersey.
Date: *
.......................... .........................
For and on behalf of the LOAN NOTE Signed by * acting as attorney-in-fact
ISSUER as assignor under the Series for and on behalf of the SECURITY TRUSTEE
2005-B Loan Note Supplement and as as secured party under the Series 2005-B
debtor for the purposes of the Loan Note Supplement and for the purposes
Jersey Security Law of the Jersey Security Law
- 43 -
ACKNOWLEDGEMENT
To: Arran Funding Limited
The Bank of New York, London Branch
From: addressee of Notice of Assignment
We hereby acknowledge receipt of a notice (the "NOTICE") dated * addressed to
us by you and RBS Cards Securitisation Funding Limited.
We confirm that we accept the authorisations and instructions contained in the
Notice and we undertake to act in accordance and comply with the terms of the
Notice.
Terms used herein shall, unless the context requires otherwise, have the same
meaning as in the Notice.
This acknowledgement shall be governed by and construed in accordance with the
laws of Jersey.
Date *
..........................
For and on behalf of
*
- 44 -
SCHEDULE 3
THE ASSIGNED DOCUMENTS
- NONE -
- 45 -
SCHEDULE 4
PROGRAMME AMENDMENTS TO SECURITY TRUST DEED
[RESERVED]
- 46 -
SCHEDULE 5
NOTICE OF ASSIGNMENT - LNI - 2005-B TRUST PROPERTY
(FOR THE PURPOSES OF THE SECURITY INTEREST (JERSEY) LAW, 1983) AS AMENDED) (THE
"JERSEY SECURITY LAW")
To: South Gyle Receivables Trustee Limited (the "Receivables
Trustee")
From: RBS Cards Securitisation Funding Limited (the "Loan Note
Issuer")
And From: The Bank of New York, London Branch, as security trustee (the
"Security Trustee")
We hereby give you notice that by a Series 2005-B loan note supplement (the
"Series 2005-B Loan Note Supplement") dated 15 December 2005 and made between
the Loan Note Issuer (1), the Security Trustee (2), The Royal Bank of Scotland
plc (as Transferor) (3), National Westminster Bank Plc (as Transferor) (4),
South Gyle Receivables Trustee Limited (as Receivables Trustee) (5), and The
Royal Bank of Scotland International Limited (as Registrar) (6) supplemental to
a Security Trust Deed dated 27th March 2000 and made between the foregoing
parties, for the purposes of creating a security interest therein in favour of
the Security Trustee in accordance with the Jersey Security Law, the Loan Note
Issuer has assigned the following property to the extent that the same is
situate in Jersey at any relevant time to the Security Trustee:
all its right, title and interest, both legal and beneficial (and all rights
and interests arising in respect thereof) in the Loan Note Issuer Series 2005-B
Trust Property (the "Assigned Property").
We irrevocably and unconditionally authorise and instruct you (notwithstanding
any previous instructions of any kind which the Loan Note Issuer may have given
to you) to disclose to the Security Trustee such information relating to the
Assigned Property as it may from time to time require.
This notice may not be varied or revoked without the prior consent of the
Security Trustee.
We shall be grateful if you will sign and forward to the Security Trustee the
enclosed form of acknowledgement.
Terms used in this notice shall have the same meaning as in the Series 2005-B
Loan Note Supplement unless otherwise defined in this notice or the context
requires otherwise.
This notice shall be governed by and construed in accordance with the laws of
Jersey.
- 47 -
Date:
.................................... ...................................
For and on behalf of the Loan Note Signed by
Issuer as assignor under the Trustee as secured party under
Series 2005-B Loan Note Supplement the Series 2005-B Loan Note
and as debtor for the purposes of Supplement and for the purposes of
the Jersey Security Law the Jersey Security Law
- 48 -
Acknowledgement
To: RBS Cards Securitisation Funding Limited
The Bank of New York, London Branch
From: South Gyle Receivables Trustee Limited
We hereby acknowledge receipt of a notice (the "Notice") dated 15 December 2005
addressed to us by you.
We confirm that we accept the authorisations and instructions contained in the
Notice and we undertake to act in accordance and comply with the terms of the
Notice.
Terms used herein shall, unless the context requires otherwise, have the same
meaning as in the Notice.
This acknowledgement shall be governed by and construed in accordance with the
laws of Jersey.
Date:
..........................
For and on behalf of
South Gyle Receivables Trustee Limited
- 49 -
SCHEDULE 6
NOTICE OF ASSIGNMENT - LNI - RELEVANT AGREEMENTS
(FOR THE PURPOSES OF THE SECURITY INTEREST (JERSEY) LAW, 1983) AS AMENDED) (THE
"JERSEY SECURITY LAW")
To: [ ]
From:
And From: The Bank of New York, London Branch, as security trustee (the
"Security Trustee")
We hereby give you notice that by a Series 2005-B loan note supplement (the
"Series 2005-B Loan Note Supplement") dated 15 December 2005 and made between
the Loan Note Issuer (1), the Security Trustee (2), The Royal Bank of Scotland
plc (as Transferor) (3), National Westminster Bank Plc (as Transferor) (4),
South Gyle Receivables Trustee Limited (as Receivables Trustee) (5), and The
Royal Bank of Scotland International Limited (as Registrar) (6) supplemental to
a Security Trust Deed dated 27th March 2000 and made between the foregoing
parties, for the purposes of creating a security interest therein in favour of
the Security Trustee in accordance with the Jersey Security Law, the Loan Note
Issuer has assigned the following property to the extent that the same is
situate in Jersey at any relevant time to the Security Trustee:
all its right, title, interest and benefit present and future in and to any
agreement relating solely to Series 2005-B which the Loan Note Issuer is or may
at any time be expressed to have the benefit of or to have any rights under or
to have any other interest in and to both the documents listed in Schedule 3 of
the Series 2005-B Loan Note Supplement and to any other agreement or document
relating to Series 2005-B (other than for the avoidance of doubt the
Receivables Trust Deed and Trust Cash Management Agreement, as supplemented by
the Series 2005-B Trust Supplement and the Loan Note Issuer Corporate Services
Agreement) which the Loan Note Issuer is or may at any time be, expressed to
have the benefit of or to have any rights under or to have any other interest
in unless otherwise charged or secured by way of security under Clause
- 50 -
4.4 of the Series 2005-B Loan Note Supplement, (including, without limitation,
all supplements and accretions thereto, all rights to receive payment of any
amounts which may become payable thereunder and all payments received by the
Loan Note Issuer thereunder and all items expressed to be held on trust for the
Loan Note Issuer thereunder or comprised therein, all rights to serve notices
or give consents and directions or make demands thereunder or take such steps
as are required to cause payments to become due and payable thereunder and all
rights of actions in respect of any breach thereof and all rights to receive
damages or obtain other relief in respect thereof) (together the "Assigned
Property").
We irrevocably and unconditionally authorise and instruct you (notwithstanding
any previous instructions of any kind which the Loan Note Issuer may have given
to you) to disclose to the Security Trustee such information relating to the
Assigned Property as it may from time to time require.
This notice may not be varied or revoked without the prior consent of the
Security Trustee.
We shall be grateful if you will sign and forward to the Security Trustee the
enclosed form of acknowledgement.
Terms used in this notice shall have the same meaning as in the Series 2005-B
Loan Note Supplement unless otherwise defined in this notice or the context
requires otherwise.
This notice shall be governed by and construed in accordance with the laws of
Jersey.
Date: [ ]
.................................... ...................................
For and on behalf of the Loan Note Signed by
Issuer as assignor under the Series For and on behalf of the Security
2005-B Loan Note Supplement and as Trustee as secured party under the
debtor for the purposes of the Series 2005-B Loan Note Supplement
Jersey Security Law and for the purposes of the Jersey
Security Law
- 51 -
Acknowledgement
To: RBS Cards Securitisation Funding Limited
The Bank of New York, London Branch
From:
We hereby acknowledge receipt of a notice (the "Notice") dated [ ]
addressed to us by you and RBS Cards Securitisation Funding Limited.
We confirm that we accept the authorisations and instructions contained in the
Notice and we undertake to act in accordance and comply with the terms of the
Notice.
Terms used herein shall, unless the context requires otherwise, have the same
meaning as in the Notice.
This acknowledgement shall be governed by and construed in accordance with the
laws of Jersey.
Date: [ ]
........................................ .......................................
For and on behalf of For and on behalf of
[ ] [ ]
........................................ .......................................
- 52 -
For and on behalf of For and on behalf of
[ ] [ ]
........................................ .......................................
For and on behalf of For and on behalf of
[ ] [ ]
........................................ .......................................
For and on behalf of For and on behalf of
[ ] [ ]
........................................ .......................................
Signed by for and on behalf of
[ ]
- 53 -
SCHEDULE 7
NOTICE OF ASSIGNMENT - LNI - JERSEY BANK ACCOUNTS
(FOR THE PURPOSES OF THE SECURITY INTEREST (JERSEY) LAW, 1983) AS AMENDED) (THE
"JERSEY SECURITY LAW")
To: The Royal Bank of Scotland International Limited
From: RBS Cards Securitisation Funding Limited (the "Loan Note Issuer")
And From: The Bank of New York, London Branch, as security trustee (the
"Security Trustee")
We hereby give you notice that by a Series 2005-B loan note supplement (the
"Series 2005-B Loan Note Supplement") dated 15 December 2005 and made between
the Loan Note Issuer (1), the Security Trustee (2), The Royal Bank of Scotland
plc (as Transferor) (3), National Westminster Bank Plc (as Transferor) (4),
South Gyle Receivables Trustee Limited (as Receivables Trustee) (5), and The
Royal Bank of Scotland International Limited (as Registrar) (6) supplemental to
a Security Trust Deed dated 27th March 2000 and made between the foregoing
parties (the "Security Trust Deed "), for the purposes of creating a security
interest therein in favour of the Security Trustee in accordance with the
Jersey Security Law, the Loan Note Issuer has assigned the following property
to the extent that the same is situate in Jersey at any relevant time to the
Security Trustee:
all its right, title, interest and benefit present and future in and to the
Series 2005-B Loan Note Issuer Distribution Account and the Series 2005-B Loan
Note Issuer Expenses Account and to any Additional Loan Note Issuer Accounts
for Series 2005-B (as such term is defined in Clause 7.1 of the Security Trust
Deed which may at any time be opened in accordance with Clause 7.1 of the
Security Trust Deed) and in and to which all sums of money which may now or
hereafter from time to time be credited to the Series 2005-B Loan Note Issuer
Distribution Account and the Series 2005-B Loan Note Issuer Expenses Account or
in respect of any amounts representing or derived from the Loan Note Issuer
Series 2005-B Trust Property to any bank or other accounts in which the Loan
Note Issuer may at any time have or acquire any right, title, interest or
benefit together with all interest accruing from time to time thereon and the
debts represented thereby and all its right, title, interest and benefit
present and future therein (together, the "Assigned Property").
We irrevocably and unconditionally authorise and instruct you (notwithstanding
any previous instructions of any kind which the Loan Note Issuer may have given
to you) to disclose to the Security Trustee such information relating to the
Assigned Property as it may from time to time require.
This notice may not be varied or revoked without the prior consent of the
Security Trustee.
We shall be grateful if you will sign and forward to the Security Trustee the
enclosed form of acknowledgement.
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Terms used in this notice shall have the same meaning as in the Series 2005-B
Loan Note Supplement unless otherwise defined in this notice or the context
requires otherwise.
This notice shall be governed by and construed in accordance with the laws of
Jersey.
Date: 15 December 2005
.................................... ...................................
For and on behalf of the Loan Note Signed by
Issuer as assignor under the Series For and on behalf of the Security
2005-B Loan Note Supplement and as Trustee as secured party under the
debtor for the purposes of the Series 2005-B Loan Note Supplement
Jersey Security Law and for the purposes of the Jersey
Security Law
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Acknowledgement
To: Arran Funding Limited
The Bank of New York, London Branch
From: The Royal Bank of Scotland International Limited
We hereby acknowledge receipt of a notice (the "Notice") dated 15 December 2005
addressed to us by you and RBS Cards Securitisation Funding Limited.
We confirm that we accept the authorisations and instructions contained in the
Notice and we undertake to act in accordance and comply with the terms of the
Notice.
Terms used herein shall, unless the context requires otherwise, have the same
meaning as in the Notice.
This acknowledgement shall be governed by and construed in accordance with the
laws of Jersey.
Date: 15 December 2005
..........................
For and on behalf of
The Royal Bank of Scotland International Limited
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EXHIBIT A - PART I
FORM OF SERIES 2005-B LOAN NOTE FOR ARRAN FUNDING LIMITED
RBS CARDS SECURITISATION FUNDING LIMITED
(INCORPORATED IN JERSEY WITH REGISTERED NUMBER 76199)
[POUND] SERIES 2005-B CLASS A, CLASS B AND CLASS C LOAN NOTE
SCHEDULED REDEMPTION DATE 15 DECEMBER 2012
Constituted by the Security Trust Deed dated 27 March 2000, as amended,
between, among others, RBS Cards Securitisation Funding Limited ("RBS CARDS"),
The Royal Bank of Scotland plc and National Westminster Bank Plc (the "SECURITY
TRUST DEED").
NOT AN INTEREST IN OR RECOURSE OBLIGATION OF THE ROYAL BANK OF SCOTLAND PLC
OR NATIONAL WESTMINSTER BANK PLC
This certifies that upon execution of this Series 2005-B Loan Note in
accordance with the Security Trust Deed, RBS Cards, for value received and
subject to and in accordance with the Conditions in the Series 2005-B Loan Note
Supplement, promises to pay to the Registered Holder (as defined below), as
holder of the Series 2005-B Loan Note the principal sum of [POUND] plus
interest thereon, in the amount and in the manner set out in the Security Trust
Deed as supplemented by the Series 2005-B Loan Note Supplement dated 15
December 2005 to the Security Trust Deed.
Terms defined in the Master Framework Agreement and the Series 2005-B Loan Note
Supplement shall have the same meaning in this Series 2005-B Loan Note.
This Loan Note is unsubordinated and has no Enhancement, other than the
Enhancement set out in the Series 2005-B Supplement dated 15 December 2005 to
the Receivables Trust Deed And Trust Cash Management Agreement.
PLEASE NOTE THE FOLLOWING:
1. No transfer of this Series 2005-B Loan Note shall be permitted except in
accordance with Clause 4 of the Security Trust Deed and the Conditions.
2. The entries in the Loan Note Register shall be conclusive in the absence
of manifest error but subject to the provisions of Clause 2.1(a) of the
Series 2005-B Loan Note Supplement.
3. This Loan Note is evidence of entitlement only.
4. Only the Registered Holder is entitled to payments in respect of the
Series 2005-B Loan Note represented by this Loan Note and title to this
Series 2005-B Loan Note passes only on due registration in the Loan Note
Register.
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IN WITNESS WHEREOF, RBS Cards has executed this Series 2005-B Loan Note as a
deed.
RBS CARDS SECURITISATION FUNDING LIMITED
By:
Name:
Title: Director
in the presence of:
Date:
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EXHIBIT A - PART II
FORM OF SERIES 2005-B LOAN NOTE FOR SUBSEQUENT HOLDER
RBS CARDS SECURITISATION FUNDING LIMITED
(INCORPORATED IN JERSEY WITH REGISTERED NUMBER 76199)
[POUND] SERIES 2005-B CLASS A, CLASS B AND CLASS C LOAN NOTE
SCHEDULED REDEMPTION DATE 15 DECEMBER 2012
Constituted by the Security Trust Deed dated 27 March 2000 between, among
others, RBS Cards Securitisation Funding Limited ("RBS CARDS"), The Royal Bank
of Scotland plc and National Westminster Bank Plc (the "SECURITY TRUST DEED").
NOT AN INTEREST IN OR RECOURSE OBLIGATION OF THE ROYAL BANK OF SCOTLAND PLC
OR NATIONAL WESTMINSTER BANK PLC
This certifies that upon execution of this Series 2005-B Loan Note in
accordance with the Security Trust Deed, RBS Cards, for value received and
subject to and in accordance with the Conditions in the Series 2005-B Loan Note
Supplement, promises to pay to the Registered Holder (as defined below), as
holder of the Series 2005-B Loan Note the principal sum of [POUND] plus
interest thereon, in the amount and in the manner set out in the Security Trust
Deed as supplemented by the Series 2005-B Loan Note Supplement dated 15
December 2005 to the Security Trust Deed.
Terms defined in the Master Framework Agreement and the Series 2005-B Loan Note
Supplement shall have the same meaning in this Series 2005-B Loan Note.
This Loan Note is unsubordinated and has no Enhancement, other than the
Enhancement set out in the Series 2005-B Supplement dated 15 December 2005 to
the Receivables Trust Deed And Trust Cash Management Agreement.
PLEASE NOTE THE FOLLOWING:
1. No transfer of this Series 2005-B Loan Note shall be permitted except in
accordance with Clause 4 of the Security Trust Deed and the Conditions.
2. The entries in the Loan Note Register shall be conclusive in the absence
of manifest error but subject to the provisions of Clause 2.1(a) of the
Series 2005-B Loan Note Supplement.
3. This Loan Note is evidence of entitlement only.
4. Only the Registered Holder is entitled to payments in respect of the
Series 2005-B Loan Note represented by this Loan Note and title to this
Series 2005-B Loan Note passes only on due registration in the Loan Note
Register.
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IN WITNESS WHEREOF, RBS Cards has executed this Series 2005-B Loan Note as a
deed.
RBS CARDS SECURITISATION FUNDING LIMITED
By:
Name:
Title: Director
in the presence of:
Date:
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FORM OF TRANSFER
FOR VALUE RECEIVED ........................... being the registered holder of
this Loan Note Certificate, hereby transfers to................................
................ ...............................................................
of.............................................................................
................................................................................
................................................................................
.........................
[POUND]..................................... in principal amount of the
[POUND]* Series 2005-B Class A, Class B, Class C Loan Note (the "LOAN NOTE") of
RBS Cards Securitisation Funding Limited (the "ISSUER") and irrevocably
requests and authorises The Royal Bank of Scotland International Limited ("THE
REGISTRAR"), in its capacity as registrar in relation to the Loan Notes (or any
successor to the Registrar in its capacity as such) to effect the relevant
transfer by means of appropriate entries in the register kept by it.
Dated: .......................................
By: .......................................
(duly authorised)
RESTRICTIONS ON TRANSFER
Any Loan Note Holder may make a transfer of the whole (but not of any part) of
its Loan Note or create or grant any Encumbrance in respect of such Loan Note
only with the prior written consent of the Security Trustee, the Transferors
and any Additional Transferor (such consent not to be unreasonably withheld)
Provided, however that no such transfer or Encumbrance will be permitted
unless:
(i) The Loan Note Issuer shall have received, prior to such transfer or
Encumbrance taking effect, written confirmation from the Person to which
such transfer is to be made or in whose favour such Encumbrance is to be
granted or created of that such transfer or Encumbrance will not cause
the holder of the relevant Loan Note to be a person other than a person
in the United Kingdom;
(ii) such transfer or Encumbrance will not cause the number of Persons in
whose names the Loan Note will or have been registered in the Loan Note
Register to exceed ten; and
(iii) the Loan Note Holder making such transfer or subjecting the Loan Note to
such Encumbrance shall be solely responsible for any costs, expenses or
taxes (excluding any stamp duty amount which shall be incurred by the
Person to whom the Loan Note is transferred) which are incurred by the
Loan Note Issuer, the Loan Note Holder or any other Person in relation
to such transfer or Encumbrance.
Capitalised terms used in this Form of Transfer shall bear the same meanings as
set out in the Security Trust Deed.
- 61 -
- 62 -
LOAN NOTE ISSUER
EXECUTED as a Deed by )
RBS CARDS SECURITISATION FUNDING )
LIMITED )
by a director )
in the presence of: )
PROCESS AGENT
Clifford Chance Secretaries Limited
200 Aldersgate Street
London EC1A 4JJ
TRANSFERORS
EXECUTED as a Deed by )
THE ROYAL BANK OF SCOTLAND PLC )
acting by its duly authorised attorney )
in the presence of: )
EXECUTED as a Deed by )
NATIONAL WESTMINSTER BANK PLC )
acting by its duly authorised attorney )
in the presence of: )
TRANSFEROR BENEFICIARIES
EXECUTED as a Deed by )
THE ROYAL BANK OF SCOTLAND PLC )
acting by its duly authorised attorney )
in the presence of: )
EXECUTED as a Deed by )
NATIONAL WESTMINSTER BANK PLC )
acting by its duly authorised attorney )
in the presence of: )
- 63 -
TRUST CASH MANAGER
EXECUTED as a Deed by )
THE ROYAL BANK OF SCOTLAND PLC )
acting by its duly authorised attorney )
in the presence of: )
SERVICER
EXECUTED as a Deed by )
THE ROYAL BANK OF SCOTLAND PLC )
acting by its duly authorised attorney )
in the presence of: )
SECURITY TRUSTEE
EXECUTED as a Deed by acting as )
Attorney-in-fact and on behalf of )
THE BANK OF NEW YORK, LONDON BRANCH )
in the presence of: )
- 64 -
RECEIVABLES TRUSTEE
EXECUTED as a Deed by )
SOUTH GYLE RECEIVABLES TRUSTEE )
FUNDING LIMITED )
acting by a director )
in the presence of: )
PROCESS AGENT
Clifford Chance Secretaries Limited
200 Aldersgate Street
London EC1A 4JJ
REGISTRAR
EXECUTED as a Deed by )
THE ROYAL BANK OF SCOTLAND )
INTERNATIONAL LIMITED )
acting by its duly authorised signatory )
in the presence of: )
PROCESS AGENT
Clifford Chance Secretaries Limited
200 Aldersgate Street
London EC1A 4JJ
ACCOUNT BANK
EXECUTED as a Deed by )
THE ROYAL BANK OF SCOTLAND )
INTERNATIONAL LIMITED )
acting by its duly authorised signatory )
in the presence of: )
PROCESS AGENT
Clifford Chance Secretaries Limited
200 Aldersgate Street
London EC1A 4JJ
- 65 -
JERSEY BANK ACCOUNT OPERATOR
EXECUTED as a Deed by )
THE ROYAL BANK OF SCOTLAND )
INTERNATIONAL LIMITED )
acting by its duly authorised signatory )
in the presence of: )
PROCESS AGENT
Clifford Chance Secretaries Limited
200 Aldersgate Street
London EC1A 4JJ
- 66 -