Exhibit 4.10
CLIFFORD LIMITED LIABILITY PARTNERSHIP
CHANCE
DRAFT
[*] 2006
RBS CARDS SECURITISATION FUNDING LIMITED
as Investor Beneficiary
THE ROYAL BANK OF SCOTLAND PLC
as Servicer and Transferor Beneficiary
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SUPPLEMENTAL BENEFICIARIES SERVICING AGREEMENT
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THIS DEED is made on [o] May 2006
BETWEEN:
(1) RBS CARDS SECURITISATION FUNDING LIMITED a company incorporated in
Jersey with registered number 76199 and having its registered office at
Royal Bank House, 71 Bath Street, St. Helier, Jersey JE4 8PJ Channel
Islands (as "INVESTOR BENEFICIARY" in respect of each Series and
Investor Interest within the Receivables Trust); and
(2) THE ROYAL BANK OF SCOTLAND PLC, an institution authorised under the
Banking Act 1987, acting through its business unit "RBS CARDS", having
its principal place of business at 36 St. Andrew Square, Edinburgh EH2
2YB (in its capacities as "SERVICER" and " TRANSFEROR BENEFICIARY" of
the Receivables Trust).
INTRODUCTION
(A) The parties hereto entered into a beneficiaries servicing agreement
dated 27 March 2000 as amended and restated on 28 September 2000 (the
"BENEFICIARIES SERVICING AGREEMENT").
(B) The parties hereto now wish to supplement the Beneficiaries Servicing
Agreement in order to give effect to certain provisions of Regulation
AB, as promulgated by the U.S. Securities and Exchange Commission
("REGULATION AB").
THIS DEED WITNESSES AS FOLLOWS:
1. DEFINITIONS
Save where the contrary is indicated or the context otherwise requires,
words and phrases as defined in or incorporated by reference into the
Beneficiaries Servicing Agreement shall have the same meanings herein.
2. AMENDMENT
With effect from the date of this Deed, the Beneficiaries Servicing
Agreement shall be amended so as to conform with the amendments
contained herein. Thereafter, without prejudice to any existing rights
and obligations, the Beneficiaries Servicing Agreement as so amended
shall continue in full force and effect as amended hereto.
In order to give effect to certain provisions of Regulation AB, the
parties hereto agree that the covenants contained in Clause 2.4 of the
Beneficiaries Servicing Agreement are supplemented as follows:
2.4.1 ANNUAL CERTIFICATE OF SERVICER (OR CO-SERVICER)
The Servicer shall deliver to the Transferor and each Rating Agency on
or before the 90th day following the end of each fiscal year, beginning
with the fiscal year ending December 31, 2006, the statement of
compliance required under Item 1123 of Regulation AB, as promulgated by
the U.S. Securities Commission ("REGULATION AB") with respect to such
fiscal year, which statement will be in the form of an officer's
certificate of the Servicer
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(with appropriate insertions) to the effect that (a) a review of the
activities of the Servicer during such fiscal year and of its
performance under this Agreement was made under the supervision of the
officer signing such certificate and (b) to the best of such officer's
knowledge, based on such review, the Servicer has fulfilled all its
obligations under this Agreement in all material respects throughout
such fiscal year or, if there has been a failure to fulfill any such
obligation in any material respect, specifying each such failure known
to such officer and the nature and status thereof.
2.4.2 ANNUAL SERVICING REVIEW
If required by Rules 13a-18 and 15d-18 of the Securities Exchange Act of
1934 (the "EXCHANGE ACT") and Item 1122 of Regulation AB (the
"ASSESSMENT RULES"), the Servicer shall deliver to the Beneficiaries on
or before the 90th day following the end of each fiscal year, beginning
with the fiscal year ending December 31, 2006, a report (an "ASSESSMENT
OF COMPLIANCE") regarding the Servicer's assessment of compliance with
the applicable Servicing Criteria during the preceding calendar year as
required. As of the date hereof, the Assessment Rules require a report
by an authorised officer of the Servicer that contains the following:
(a) A statement by such officer of his or her responsibility for
assessing compliance with the Servicing Criteria applicable to
the Servicer;
(b) A statement by such officer that such officer used the Servicing
Criteria to assess compliance with the Servicing Criteria
applicable to the Servicer;
(c) An assessment by such officer of the Servicer's compliance with
the applicable Servicing Criteria for the period consisting of
the preceding calendar year, including disclosure of any
material instance of non-compliance with respect thereto during
such period, which assessment shall be based on the activities
it performs with respect to asset-backed securities transactions
taken as a whole involving the Servicer that are backed by the
same asset type as the Receivables;
(d) A statement that a registered public accounting firm has issued
an attestation report on the Servicer's Assessment of Compliance
(an "ATTESTATION REPORT") for the period consisting of the
preceding calendar year, which Attestation Report(s) must be
made in accordance with the standards for attestation reports
issued or adopted by the U.S. Public Company Accounting
Oversight Board; and
(e) A statement as to which of the Servicing Criteria, if any, are
not applicable to the Servicer, which statement shall be based
on the activities it performs with respect to asset-backed
securities transactions taken as a whole involving the Servicer
that are backed by the same asset type as the Receivables.
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2.4.3 ANNUAL SERVICING REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS; COPIES OF
REPORTS AVAILABLE; COMPLIANCE REQUIREMENTS
(a) If required by the Assessment Rules, on or before the 90th day
following the end of each fiscal year, beginning with the fiscal
year ending December 31, 2006, the Servicer shall cause a firm
of nationally recognised independent public accountants (who may
also render other services to the Servicer or the Beneficiary)
to furnish to the Servicer, the Beneficiary and each Rating
Agency each attestation report on the Assessments of Compliance
with respect to the Servicer during the related fiscal year
delivered by such accountants pursuant to Rule 13a-18 or Rule
15d-18 of the Exchange Act and Item 1122 of Regulation AB, which
Attestation Report(s) must be made in accordance with the
standards for attestation reports issued or adopted by the U.S.
Public Company Accounting Oversight Board.
(b) A copy of each certificate and report provided pursuant to
Clauses 2.4.1, 2.4.2 and 2.4.3 of this Agreement may be obtained
by any Beneficiary, and any person nominated by a Beneficiary,
by a request in writing to the Servicer addressed to the
[Corporate Trust Office].
(c) The Servicer shall cause each sub contractor determined by the
Servicer (or any Co-Servicer, as applicable) to be
"participating in the servicing function" within the meaning of
Item 1122 of Regulation AB to deliver to the Servicer an
Assessment of Compliance and accountants' Attestation Report.
(d) If the Servicer cannot deliver the related Assessment of
Compliance or Attestation Report by the date required hereunder,
the [Beneficiary] may permit a cure period for the Servicer to
deliver such Assessment of Compliance or Attestation Report, but
in no event more than 30 days.
3. COUNTERPARTS
This Deed may be executed in any number of counterparts each of which
when executed and delivered shall be an original, but all the
counterparts together shall constitute one and the same instrument.
4. GOVERNING LAW
This Deed shall be governed by and construed in accordance with English
law.
5. JURISDICTION
Each of the parties hereto agrees for the benefit of the others that the
courts of England shall have jurisdiction to hear and determine any
suit, action or proceedings, and to settle any disputes, which arise out
of or in connection with this Deed (respectively, "PROCEEDINGS" and
"DISPUTES") and, for such purposes, irrevocably submits to the
jurisdiction of such courts.
5.1 APPROPRIATE FORUM
Each of the parties hereto irrevocably waives any objection which it
might now or hereafter have to the courts of England being nominated as
the forum to hear and determine any
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Proceedings and to settle any Disputes, and agrees not to claim that any
such court is not a convenient or appropriate forum.
5.2 NON-EXCLUSIVITY
The submission to the jurisdiction of the courts of England shall not
(and shall not be construed so as to) limit the right of any party to
take Proceedings in any court of competent jurisdiction, nor shall the
taking of Proceedings in any one or more jurisdictions preclude the
taking of Proceedings in any other jurisdiction (whether concurrently or
not) if and to the extent permitted by law.
6. CONTRACT (RIGHTS OF THIRD PARTIES) ACT
A person who is not a party to this Deed has no right under the Contract
(Rights of Third Parties) Act 1999 to enforce any term of this Deed but
this does not affect any right or remedy of a third party which exists
or is available apart from that Act.
IN WITNESS HEREOF the parties hereto have executed and delivered this Deed on
the date written at the start of the Deed.
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EXECUTION PAGE
INVESTOR BENEFICIARY
EXECUTED as a Deed by )
RBS CARDS SECURITISATION )
FUNDING LIMITED )
[pursuant to a resolution of the board] )
PROCESS AGENT
Clifford Chance Secretaries Limited
200 Aldersgate Street
London EC1A 4JJ
TRANSFEROR BENEFICIARY
EXECUTED as a Deed by )
THE ROYAL BANK OF SCOTLAND PLC )
acting by its duly authorised attorney )
_____________________________ )
in the presence of:
_____________________________(signature)
_____________________________(name)
_____________________________(address)
SERVICER
EXECUTED AS A DEED by )
THE ROYAL BANK OF SCOTLAND PLC )
by its authorised signatories: )
_____________________________ )
in the presence of:
_____________________________(signature)
_____________________________(name)
_____________________________(address)
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