EXHIBIT 10.3
[Graphic Omitted] LIMITED LIABILITY PARTNERSHIP
EXECUTION VERSION
SOUTH GYLE RECEIVABLES TRUSTEE LIMITED
- and -
RBS CARDS SECURITISATION FUNDING LIMITED
- and -
THE ROYAL BANK OF SCOTLAND PLC
- and -
THE BANK OF NEW YORK
------------------------------------------
MASTER FRAMEWORK AGREEMENT
DATED 27 MARCH
AS AMENDED AND RESTATED
ON 28 SEPTEMBER 2000 AND 27 OCTOBER 2005
------------------------------------------
CONTENTS
CLAUSE PAGE
1. Interpretation......................................................................................3
2. Common Terms........................................................................................3
Schedule 1 MASTER DEFINITIONS SCHEDULE...........................................................5
1. Definitions.........................................................................................5
2. Principles Of Interpretation And Construction......................................................32
Schedule 2 COMMON TERMS.........................................................................32
General Legal Terms................................................................................32
1. Further Assurance..................................................................................32
2. Entire Agreement...................................................................................32
3. Security Trustee Party To Transaction Documents....................................................32
4. Change Of Receivables Trustee Or Security Trustee..................................................32
5. Services Non-Exclusive.............................................................................32
6. Limited Recourse; Non-Petition.....................................................................32
7. Obligations As Corporate Obligations...............................................................32
8. Amendment..........................................................................................32
9. Exercise Of Rights And Remedies....................................................................32
10. Partial Invalidity.................................................................................32
11. No Partnership.....................................................................................32
12. Continuation Of Obligations........................................................................32
13. Assignment And Subcontracting......................................................................32
14. Notice Of Assignment...............................................................................32
15. Third Party Transaction Rights.....................................................................32
16. Confidentiality....................................................................................32
17. Notices............................................................................................32
18. Counterparts.......................................................................................32
19. Variation..........................................................................................32
20. Waiver.............................................................................................32
21. Rights Cumulative..................................................................................32
Payment Provisions.................................................................................32
22. Calculations And Payments..........................................................................32
23. Matters Relating To Tax............................................................................32
24. Payments Free Of Withholding, Etc..................................................................32
25. Economic And Monetary Union........................................................................32
26. Costs..............................................................................................32
Part C - Governing Law Provisions.........................................................................32
27. Governing Law......................................................................................32
28. Jurisdiction.......................................................................................32
Schedule 3 ELIGIBILITY CRITERIA.................................................................32
Eligible Accounts..................................................................................32
Schedule 4 REPRESENTATIONS AND WARRANTIES.......................................................32
Representations Of The Transferors And Each Additional Transferor Pursuant To The Receivables
Securitisation Agreement..........................................................................32
Part 1 Representations Of The Transferors And Each Additional Transferor As To Matters Of Law......32
Part 1....................................................................................................32
Part 2 Representations Of The Transferors And Each Additional Transferor As To Matters Of Fact.....32
Part 3 Representations Of The Transferors And Each Additional Transferor Relating To Receivables...32
Representations And Warranties Of The Servicer And Any Co-Servicer Pursuant To The Beneficiaries
Servicing Agreement 71 Representations And Warranties Of The Receivables Trustee Pursuant To
The Receivables Trust Deed And Trust Cash Management Agreement.....................................32
Schedule 5 COVENANTS............................................................................32
Covenants Of The Transferors And Each Additional Transferor Pursuant To The Receivables
Securitisation Agreement..............................................................................32
Covenants Of The Servicer And Any Co-Servicer Pursuant To The Beneficiaries Servicing Agreement...........32
Covenants Of The Trust Cash Manager And Any Co-Trust Cash Managers Pursuant To The Receivables
Trust Deed And Trust Cash Management Agreement.......................................................32
Covenants Of The Receivables Trustee Pursuant To The Receivables Trust Deed And Trust Cash
Management Agreement..................................................................................32
Schedule 6 NOTICES DETAILS......................................................................32
Schedule 7 TRANSACTION DOCUMENTS................................................................32
THIS MASTER FRAMEWORK AGREEMENT is made the 27th day of March 2000 and amended
and restated on 28 September 2000 and 27th October 2005,
BETWEEN:
(1) SOUTH GYLE RECEIVABLES TRUSTEE LIMITED whose principal office is at 22
Grenville Street, St Helier, Jersey, Channel Islands, JE4 8PX (the
"RECEIVABLES TRUSTEE" which expression shall include such company and all
other persons or companies for the time being acting as the receivables
trustee or receivables trustees under the Receivables Securitisation
Agreement);
(2) THE BANK OF NEW YORK acting by its office at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇
▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ (the "SECURITY TRUSTEE" which expression shall include
such company and all other persons or companies for the time being acting
as the trustee or trustees under the Security Trust Deed);
(3) THE ROYAL BANK OF SCOTLAND PLC, acting through its division RBS Cards,
(registered number 90312) whose registered office is at ▇▇ ▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ("RBS");
(4) RBS CARDS SECURITISATION FUNDING LIMITED (registered number 76199) whose
registered office is at Royal Bank House, ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇ ("LOAN NOTE ISSUER");
(5) THE ROYAL BANK OF SCOTLAND PLC, (registered number 90312) whose
registered office is at ▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇,
in its capacity as the servicer under the Beneficiaries Servicing
Agreement ("SERVICER" which expression shall include such company and all
other persons or companies for the time being acting as the servicer);
and
(6) THE ROYAL BANK OF SCOTLAND PLC, (registered number 90312) whose
registered office is at ▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇,
in its capacity as the trust cash manager under the Receivables Trust
Deed and Trust Cash Management Agreement (the "TRUST CASH MANAGER" which
expression shall include such company and all other persons or companies
for the time being acting as the trust cash manager).
INTRODUCTION:
(A) Each of the Transferors carries on the business of issuing credit cards
in the United Kingdom.
(B) Each of the Transferors has agreed to sell and the Receivables Trustee
has agreed to purchase certain credit card receivables, for the
consideration and upon the terms set out in the Receivables
Securitisation Agreement.
1
(C) The Transaction Parties have agreed to enter into the Transaction
Documents pursuant to which the Master Definitions, Common Terms,
Representations and Warranties, Covenants and other provisions set out in
this Agreement shall apply to and be incorporated into all or some of the
Transaction Documents as set out in each of such Transaction Documents as
provided in this Agreement.
THE PARTIES AGREE AS FOLLOWS:
2
1. INTERPRETATION
1.1 Unless otherwise defined herein or the context requires otherwise, words
and expressions used in this Agreement shall have the meanings and
constructions ascribed to them in the Master Definitions Schedule as set
out in Schedule 1 to this Agreement.
1.2 Subject to Clause 1.3 below, where any person which is a party to a
Transaction Document acts in more than one capacity, the provisions of
this Agreement shall apply to such person as though it were a separate
party in each such capacity except insofar as they may require such
person in one capacity to give any notice or information to itself in
another capacity.
1.3 The agreements, representations and warranties contained in this
Agreement made or given by any party to this Agreement in an express
capacity under a Transaction Document shall be deemed to be the
agreements, representations and warranties of that party solely in such
capacity for so long as that party continues acts in each such capacity
under that Transaction Document.
2. COMMON TERMS
2.1 The Common Terms shall apply to this Agreement as if set out in full
herein.
2.2 If a provision of any Transaction Document is inconsistent with a
provision in this Master Framework Agreement, the provisions of the
Transaction Document shall prevail.
This Master Framework Agreement has been executed by the Parties.
IN WITNESS whereof the parties hereto have executed this Agreement on the day
and year first before written.
3
EXECUTION PAGE
RECEIVABLES TRUSTEE
Signed on behalf of PROCESS AGENT
SOUTH GYLES RECEIVABLES ▇▇▇▇▇▇▇▇ Chance Secretaries Limited
TRUSTEE LIMITED ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
By: ▇▇▇▇▇▇ ▇▇▇ ▇▇▇
/s/ ▇▇▇▇▇▇ Kerhoat
SECURITY TRUSTEE
Signed on behalf of
THE BANK OF NEW YORK
By:
/s/ ▇▇▇ ▇▇▇▇▇▇
RBS, SERVICER, TRUST CASH MANAGER
Signed on behalf of
THE ROYAL BANK OF SCOTLAND PLC
By:
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
LOAN NOTE ISSUER
Signed on behalf of PROCESS AGENT
RBS CARDS SECURITISATION ▇▇▇▇▇▇▇▇ Chance Secretaries Limited
FUNDING LIMITED ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
By: ▇▇▇▇▇▇ ▇▇▇ ▇▇▇
/s/ ▇▇▇▇▇ ▇▇▇▇▇
4
SCHEDULE 1
MASTER DEFINITIONS SCHEDULE
1. DEFINITIONS
2.1 DEFINITIONS
Except where the context otherwise requires, the following defined terms
used in the Transaction Documents have the meanings set out below (as the
same may be amended and supplemented from time to time):
"ABSOLUTE BARE TRUST" shall have the meaning specified in Clause 2.1 of
the Receivables Trust Deed and Trust Cash Management Agreement;
"ABSOLUTE BARE TRUST PROPERTY" shall have the meaning specified in Clause
2.1 of the Receivables Trust Deed and Trust Cash Management Agreement;
"ACCESSION NOTICE" means a notice in such form as may be approved by a
Transferor, executed by such Transferor and any Additional Transferor,
pursuant to which such Additional Transferor is appointed an Additional
Transferor as provided in Clause 2.7 of the RSA and, if applicable,
pursuant to which such Additional Transferor may also be appointed as a
Co-Trust Cash Manager pursuant to Clause 9.1(b) of the Receivables Trust
Deed and Trust Cash Management Agreement and/or a Co-Servicer pursuant to
Clause 2.1.3 of the Beneficiaries Servicing Agreement and, in either
case, specifying the Servicing or Trust Cash Management which such Co-
Servicer or Co-Trust Cash Manager shall be authorised and responsible for
carrying out;
"ACCEPTANCE PRICE" shall mean, with respect to any Offer of Receivables,
the sum of [GBP]10,000;
"ACCOUNT" shall mean each MasterCard(R) or VISA(R) revolving credit card
account originated by or on behalf of or purchased by a Transferor or any
Additional Transferor, such Account being established pursuant to a Card
Agreement;
"ACCOUNT CREATION DATE" means, in relation to any Account, the date on
which that Account becomes available to the relevant Obligor pursuant to
the terms of a Card Agreement;
"ACCOUNT INFORMATION" shall mean the specific account identification
numbers or other information contained in the computer files or
microfiche lists delivered from time to time to the Receivables Trustee
by a Transferor or any Additional Transferor pursuant to the RSA or the
Receivables Trust Deed and Trust Cash Management Agreement, as the case
may be;
"ACCUMULATION PERIOD" shall mean, with respect to any Series or any Class
within a Series, a period following the Revolving Period during which
Collections of Principal Receivables which are Eligible Receivables are
accumulated in an account for the benefit of such Series or such Class
within a Series, as detailed in the related Supplement;
5
"ACQUIRED INTERCHANGE" shall mean, in respect of a Monthly Period, an
amount equal to the product of:
(i) the total amount of Interchange paid or payable to the Transferors
or any Additional Transferor with respect to transactions with a
Date of Processing relating to such Monthly Period; and
(ii) a fraction the numerator of which is the aggregate amount of
cardholder charges for goods and services eligible for Interchange
in the Designated Accounts with respect to such Monthly Period and
the denominator of which is the aggregate amount of cardholder
charges for goods and services eligible for Interchange in all
MasterCard(R) and VISA(R)consumer revolving credit card accounts
owned by the Transferors or such Additional Transferor (including
Designated Accounts) with respect to such Monthly Period;
"ACQUISITION" shall have the meaning specified in Clause 4.4 of the
Receivables Trust Deed and Trust Cash Management Agreement;
"ACQUISITION DATE" shall have the meaning, with respect to any
Acquisition, specified in Clause 4.5(b) of the Receivables Trust Deed and
Trust Cash Management Agreement;
"ACQUISITION NOTICE" shall have the meaning, with respect to any
Acquisition, specified in Clause 4.5(b) of the Receivables Trust Deed and
Trust Cash Management Agreement;
"ADDITION DATE" shall mean, with respect to any Additional Account the
Receivables arising under which are the subject of an Offer pursuant to
Clause 2.2 of the RSA, the date on which the Additional Account will be
identified as a Designated Account in accordance with any Offer;
"ADDITIONAL ACCOUNT" shall mean an Account designated by a Transferor as
a Designated Account on any Addition Date;
"ADDITIONAL BENEFICIARY" shall mean each Investor Beneficiary other than
the Initial Investor Beneficiary who acquires a beneficial entitlement in
the Receivables Trust pursuant to an Acquisition;
"ADDITIONAL INELIGIBLE RECEIVABLE" shall mean a Receivable which is
specified as such in the Subsequent Offer to which it is subject and
which would have been an Eligible Receivable had it not been so
specified;
"ADDITIONAL JURISDICTION" shall mean a Permitted Additional Jurisdiction
or a Restricted Additional Jurisdiction;
"ADDITIONAL INTEREST" has the meaning specified in the relevant Loan Note
Conditions;
"ADDITIONAL LOAN NOTE ISSUER ACCOUNT" means each additional account
opened in the name of the Loan Note Issuer as specified in Clause 7.1 of
the Security Trust Deed;
6
"ADDITIONAL SELECTION DATE" shall mean, in respect of Existing Accounts
offered in a Subsequent Offer, the day on which such Existing Accounts
are selected as Designated Accounts and in relation to Future Accounts
offered in a Subsequent Offer, the date specified as such in the relevant
Subsequent Offer;
"ADDITIONAL TRANSFEROR" shall mean each nominated subsidiary of Group plc
which accedes to the RSA as an Additional Transferor pursuant to Clause
2.7 thereof;
"ADDITIONAL TRANSFEROR OPERATING ACCOUNT" shall mean each account
described as such in the Receivables Trust Deed and Trust Cash Management
Agreement;
"ADDITIONAL TRANSFEROR PROCEEDS ACCOUNT" shall mean the account described
as such in Clause 14.3 of the RSA;
"ADDITIONAL TRANSFEROR SECTION 75 LIABILITY" shall mean any liability of
an Additional Transferor (as a "CREDITOR") from time to time to make a
payment to an Obligor regarding a Designated Account (as a "DEBTOR")
pursuant to Section 75 of the Consumer Credit ▇▇▇ ▇▇▇▇;
"ADDITIONAL TRANSFEROR SECTION 75 INDEMNITY CLAIM" shall mean the amount
of any Additional Transferor Section 75 Liability claimed from the
Receivables Trustee by the Additional Transferor pursuant to the Trust
Section 75 Indemnity PROVIDED, HOWEVER, that such Additional Transferor
Section 75 Indemnity Claim shall not exceed the amount of the Credit
Advance relating to the transaction giving rise to the Additional
Transferor Section 75 Liability;
"ADDITIONAL TRUST ACCOUNTS" shall mean each additional account opened in
the name of the Receivables Trustee as specified in Clause 5.1(d) of the
Receivables Trust Deed and Trust Cash Management Agreement and shall
include each Trust Account opened in the name of the Receivables Trustee
for the benefit of the Loan Note Issuer, a Series or any Class within a
Series;
"ADJUSTED INVESTOR INTEREST" shall have, with respect to any Series or
any Class within a Series, the meaning specified in the related
Supplement;
"ADJUSTED TRANSFEROR INTEREST" means in relation to a particular
Transferor Beneficiary at any time the aggregate of the Outstanding Face
Amount of Eligible Receivables that are Principal Receivables sold by
that Transferor as Eligible Receivables to the Receivables Trustee as
reduced by the aggregate of:
(1) the total consideration received by that Transferor in cash for the
Eligible Receivables that are Principal Receivables (excluding any
amount received as Deferred Consideration);
(2) Principal Collections distributed to that Transferor Beneficiary;
(3) that Transferor Beneficiary's proportionate share of Principal
Receivables that are Defaulted Receivables;
7
(4) that Transferor Beneficiary's proportionate share of the part of
additional consideration paid by Investor Beneficiaries to the
Receivables Trustee and identified as refunded utilised principal
collections and loss make-up; and
(5) reductions in respect of that Transferor's payment obligations
arising from Ineligible Receivables or in respect of a Credit
Agreement;
"AFFILIATE" of any Person shall mean any other Person controlling,
controlled by or under common control with such Person;
"AGENCY AGREEMENT" means the agreement so named dated on or before the
Initial Issue Date between, inter alios, the Issuer, the Agent and the
Note Trustee;
"AGENT" means the Principal Paying Agent and the paying agents each in
respect of any Series;
"AGGREGATE ADJUSTED INVESTOR INTEREST" shall mean at any time the sum of
the Adjusted Investor Interests of all Applicable Series;
"AGGREGATE INVESTOR DEFAULT AMOUNT" shall have, with respect to any
Series, the meaning specified in the related Supplement;
"AGGREGATE INVESTOR INTEREST" shall mean, as of any date of
determination, an Investor Beneficiary's aggregate entitlement under the
Receivables Trust on such date of determination;
"AGGREGATE INVESTOR PERCENTAGE" shall mean with respect to Principal
Receivables which are Eligible Receivables, Finance Charge Receivables
and Receivables in Defaulted Accounts, as the case may be as of any date
of determination, the sum of the Investor Percentages of all Applicable
Series on such date of determination PROVIDED, HOWEVER, that the
Aggregate Investor Percentage shall not exceed 100%;
"AGGREGATE LOAN NOTE ISSUER PAYMENT" has the meaning defined in Clause 12
of the Security Trust Deed;
"AGGREGATE TRUSTEE PAYMENT AMOUNT" shall have the meaning specified in
Clause 7.15(a) of the Receivables Trust Deed and Trust Cash Management
Agreement;
"ALLOCATED INELIGIBLE COLLECTIONS" shall have the meaning specified in
Clause 5.3(c) of the Receivables Trust Deed and Trust Cash Management
Agreement;
"AMORTISATION PERIOD" shall mean, with respect to any Series or any Class
within a Series, a period following the Revolving Period or (as the case
may be) the Accumulation Period during which amounts representing
Principal Collections are paid to Investor Beneficiaries within such
Series or Class, which shall be the controlled amortisation period, the
regulated amortisation period, the rapid amortisation period, or other
amortisation period, in each case as defined with respect to such Series
or Class in the related Supplement;
8
"ANNUAL FEE RECEIVABLES" shall have the meaning specified in Clause
5.2(f) of the Receivables Trust Deed and Trust Cash Management Agreement;
"ANNUAL FEES" shall mean in respect of an Account, the annual fees (or
similar fees) payable thereunder as specified or defined in the Card
Agreement applicable to that Account;
"ANNUAL TRUST CASH MANAGER'S REPORT" shall mean a report substantially in
the form attached as Exhibit D to the Receivables Trust Deed and Trust
Cash Management Agreement, with such changes as the Trust Cash Manager
may determine to be necessary or desirable, PROVIDED, HOWEVER, that no
such change shall serve to exclude information required by the
Receivables Trust Deed and Trust Cash Management Agreement or any
Supplement;
"APPLICABLE SERIES" shall mean, with respect to any date of
determination, a Series with an Investor Interest of greater than zero;
"APPOINTMENT DAY" shall have the meaning specified in Clause 6.3(a) of
the Receivables Trust Deed and Trust Cash Management Agreement;
"ARRAN FUNDING MASTER FRAMEWORK AGREEMENT" means the agreement so named
dated on or before the Initial Issue Date between, inter alios, the
Issuer and the Note Trustee;
"ARRAN FUNDING NOTE TRUST DEED" means the deed so named dated on or
before the Initial Issue Date between the Issuer and the Note Trustee;
"ASSET AGREEMENT" means the Receivables Securitisation Agreement, the
Beneficiaries Servicing Agreement, the Receivables Trust Deed and Trust
Cash Management Agreement and any Supplements;
"ASSOCIATED DEBT" means, with respect to a Loan Note in respect of any
Series, any Notes issued by the Loan Note Holder in respect of such
Series;
"AUTHORISED NEWSPAPER" shall mean a newspaper of general circulation in
the City of London printed in the English language and customarily
published on each Business Day, whether or not published on Saturdays,
Sundays and holidays;
"AVAILABLE AMOUNT" shall have the meaning specified in Clause 4.9(b) of
the Receivables Trust Deed and Trust Cash Management Agreement;
"AVERAGE PRINCIPAL RECEIVABLES" shall mean, for any period, an amount
equal to (a) the sum of the aggregate Outstanding Face Amount of
Principal Receivables which are Eligible Receivables at the end of each
day during such period divided by (b) the number of days in such period;
"BANK PORTFOLIO" shall mean the total portfolio of Accounts owned by the
Transferors or, as the case may be, any Additional Transferor;
"BENEFICIARIES DEED" shall mean the agreement so named between the
Beneficiaries with respect to the Receivables Trust Deed and Trust Cash
Management Agreement;
9
"BENEFICIARIES SERVICING AGREEMENT" shall mean the agreement between the
Servicer and the Beneficiaries dated 27 March 2000 ;
"BENEFICIARY" shall mean a beneficiary of the Receivables Trust, namely
each Investor Beneficiary, Enhancement Provider (if so provided in the
related Supplement) and each Transferor Beneficiary;
"BENEFICIARY INTEREST" shall mean any Aggregate Investor Interest or
Transferor Interest and, in addition, any beneficial interest of the
Enhancement Provider (if specified as a Beneficiary in the related
Supplement);
"BLOCK VOTING INSTRUCTIONS" has the meaning defined in Schedule 3 of the
Security Trust Deed;
"BUSINESS DAY" shall mean any day other than a Saturday, a Sunday or a
day on which banking institutions in London, England, New York, New York,
Jersey, Channel Islands, or Edinburgh, Scotland (or, with respect to any
Series, any additional city specified in the related Supplement) are
authorised or obliged by law or executive order to be closed;
"CANCELLED ACCOUNT" shall mean an Account which has had its charging
privileges permanently withdrawn PROVIDED, HOWEVER, that a Designated
Account will become a "CANCELLED ACCOUNT" on the day on which its
charging privileges are removed;
"CARD" shall mean a MasterCard[R] or VISA[R] credit card or charge card
issued by the Transferor or any Additional Transferor to an Obligor
pursuant to a Card Agreement;
"CARD AGREEMENT" shall mean an agreement between either Transferor or any
Additional Transferor and an Obligor on the relevant Transferor's or, as
the case may be, Additional Transferor's standard form providing, inter
alia, for the establishment of MasterCard(R) and VISA(R) credit card
accounts and the terms and conditions of use by an Obligor of a Card, as
such agreement may be amended, modified or otherwise changed from time to
time;
"CARD GUIDELINES" shall mean each Transferor's or, as the case may be,
each Additional Transferor's usual policies, procedures and practices
relating to the operation of its credit card business including, without
limitation, the usual policies, procedures and practices adopted by it as
the grantor of credit in relation to such Receivables and/or (as the case
may be) its usual policies, procedures and practices for dealing with
matters relating to the obligations and liabilities of such Transferor or
such Additional Transferor with regard to the Consumer Credit ▇▇▇ ▇▇▇▇,
for determining the creditworthiness of its credit card customers, the
extension of credit to credit card customers, and relating to the
maintenance of credit card accounts, as such policies, procedures and
practices may be amended or varied from time to time;
"CARD OPERATING ACCOUNTS" means (1) the RBS Securitisation Operating
Account held by RBS at a branch of RBS located at The Younger Building, ▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇, (2) the RBSA Securitisation
Operating Account held by RBSA at a branch of
10
RBS located at ▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇ and (3) any
Additional Transferor Operating Account or (4) such other bank accounts
held at such other bank as may be designated as such from time to time
for the purposes of Clause 14.1 of the RSA;
"CASH AVAILABLE FOR ACQUISITION" shall mean, on any date of
determination, the amount of Principal Collections which may be utilised
to fund the purchase of beneficial entitlement to Receivables;
"CASH MANAGEMENT FEE" shall mean the meaning specified in Clause 9.2(a)
of the Receivables Trust Deed and Trust Cash Management Agreement;
"CASH PRICE" shall mean, in respect of Receivables offered to be assigned
to or held on trust for the Receivables Trustee in any Offer relating to
Receivables on an Existing Account, an amount equal to (a) the
Outstanding Face Amount of the Eligible Principal Receivables comprised
in the New Designated Accounts (as defined in the Offer) on the Pool
Selection Date, in respect of any Initial Offer, or the related
Additional Selection Date, in respect of any Subsequent Offer PLUS (b)
any Future Receivables which would have been Eligible Principal
Receivables had the New Designated Account been a Designated Account with
effect from the Pool Selection Date or relevant Additional Selection Date
(as applicable) arising on such New Designated Accounts between the Pool
Selection Date or relevant Additional Selection Date (as applicable) and
the date of acceptance of the Offer LESS (c) any Principal Collections in
respect of Principal Receivables specified in (a) above received between
the Pool Selection Date or relevant Additional Selection Date (as
applicable) and the date of acceptance of the Offer LESS (d) any
Collections which would have been Principal Collections had the New
Designated Account been a Designated Account with effect from the Pool
Selection Date or Relevant Additional Selection Date (as applicable)
received in respect of such Future Receivables specified in (b) above on
or before the date of acceptance of the Offer; and in respect of
Receivables offered to be assigned to or held on trust for the
Receivables Trustee in any Offer relating to Receivables on a Qualifying
Future Account, an amount equal to the Outstanding Face Amount of the
Eligible Principal Receivables comprised in such Qualifying Future
Account on the Addition Date relating to such Account.
"CERTIFICATE" shall mean any one of the Trust Certificates;
"CHARGED ASSETS" means, at any time, the property, assets, rights,
titles, interests and benefits comprised in or subject to the security
interests constituted by or pursuant to the Security Trust Deed and any
Loan Note Supplement;
"CLASS" shall mean, with respect to any Series, any one of the classes of
Related Debt secured on, inter alia, the Loan Note issued by the Investor
Beneficiary in respect of such Series, as the context may require;
"CLOSING DATE" shall mean, with respect to any Series and the related
Additional Beneficiaries or existing Beneficiaries, the date the duly
authenticated and annotated Trust Certificates relating to such Series
are delivered to such Additional Beneficiaries, or existing
Beneficiaries' Trust Certificates are annotated, as evidence of their
beneficial entitlement to Trust Property as specified in the related
Supplement;
11
"CLOSING DOCUMENTS LIST" shall mean the document so named specifying
certain documents, notifications and other matters required as a
condition precedent to the making of an Initial Offer by each of the
Transferors or, as the case may be, any Additional Transferor, in each
case initialled by the relevant Transferor or relevant Additional
Transferor and the Receivables Trustee by way of identification;
"COLLATERAL INTEREST" shall have the meaning, with respect to any Series
or any Class within a Series, specified in the related Supplement;
"COLLECTIONS" shall mean:
(i) all payments received by the Servicer or any Co-Servicer in respect
of Receivables in the form of cash, cheques, SWIFT payments, wire
transfers, direct debits, bank giro credits or other form of
payment in accordance with the Card Agreements in effect from time
to time in relation thereto;
(ii) any such payments under guarantees obtained by a Transferor or any
Additional Transferor in respect of the obligations of Obligors to
make payments on the Accounts;
(iii) any Insurance Proceeds in respect of Accounts;
(iv) any amounts paid in cash by a Transferor or any Additional
Transferor pursuant to Clauses 10.4 or 11.1 of the RSA in respect
of Receivables; and
(v) any consideration paid in respect of the assignment or release of
Receivables in Defaulted Accounts Provided that such consideration
shall be deemed to be first, a payment in respect of Principal
Receivables to the extent of Principal Receivables owing in each
such Defaulted Account, and second, Finance Charge Receivables
owing in each such Defaulted Account to the extent of any remaining
consideration,
(and a Collection received on a Designated Account in excess of the
aggregate amount of Receivables which have then arisen on that Account
shall be deemed to be a payment in respect of Principal Receivables to
the extent of such excess);
"COMBINED AGGREGATE INVESTOR INTEREST" means the sum of the Aggregate
Investor Interests of all Investor Beneficiaries;
"COMMON TERMS" means the terms specified in Schedule 2;
"COMPANION SERIES" shall mean (i) each Series which has been paired with
another Series (which Series may be prefunded or partially prefunded)
such that the reduction of the Investor Interest of such Series results
in the increase of the Investor Interest of such other Series, as
described in the related Supplements, and (ii) such other Series;
"CO-SERVICER" has the meaning set out in Clause 2.1.3 of the
Beneficiaries Servicing Agreement;
12
"CO-TRUST CASH MANAGER" has the meaning set out in Clause 9.1(b) of the
Receivables Trust Deed and Trust Cash Management Agreement;
"CREDIT ADJUSTMENT" shall mean that amount of the Outstanding Face Amount
of any Principal Receivable (i) which was created in respect of any
merchandise refused or returned by the Obligor or as to which the Obligor
has asserted any defence, dispute, set-off or counterclaim (including a
Transferor Section 75 Liability or Additional Transferor Section 75
Liability) or (ii) which is reduced by the Transferor, any Additional
Transferor or the Servicer or any Co-Servicer by any rebate, refund,
charge-back or adjustment (including Servicer or Co-Servicer errors) or
(iii) which was created as a result of a fraudulent or counterfeit
charge;
"CREDIT ADVANCE" shall mean the original Outstanding Face Amount of any
Principal Receivable created in respect of any transaction by an Obligor;
"CUT-OFF DATE" shall mean, in respect of each Offer, the date specified
in the relevant Supplement;
"DAILY ACTIVITY REPORT" has the meaning specified in Clause 5.2 of the
RSA;
"DAILY REPORT" has the meaning given to it in Clause 9.5(a) of the
Receivables Trust Deed and Trust Cash Management Agreement;
"DATE OF PROCESSING" shall mean, in respect of any transaction in respect
of Designated Accounts, the Business Day after the overnight processing
which resulted in that transaction being first recorded on the computer
master file of Accounts used by the Servicer or any Co-Servicer (without
regard to the effective date of such recording);
"DEALER AGREEMENT" means the agreement so named between, inter alios, the
Issuer and the dealers named therein concerning the subscription of the
Notes to be issued pursuant to the Programme;
"DEEMED COLLECTION" shall mean in respect of Receivables in respect of a
Designated Account, the amount payable in respect of:
(i) the amount of any Reduction;
(ii) the amount of any Credit Adjustment; and
(iii) where any rebate of insurance premia has resulted in a write-off of
any residual balance of Principal Receivables outstanding, the
amount of such write-off;
"DEFAULTED ACCOUNT" shall mean each Account with respect to which, in
accordance with the Card Guidelines or the Servicer's or any Co-
Servicer's customary and usual servicing procedures for servicing credit
card receivables comparable to the Receivables assigned to or held on
trust for the Receivables Trustee, the Servicer or any Co-Servicer has
(a) charged-off the Receivables in such Account as uncollectible or (b)
designated such Account to be non-
13
performing where no Collections have been made in respect of Receivables
which have been outstanding for a period determined by the Servicer in
accordance with its customary and usual servicing procedures, PROVIDED,
HOWEVER, that a Designated Account will become a Defaulted Account on the
day on which the Receivables thereunder are recorded as charged-off as
uncollectible or designated to be non-performing on the Servicer's or Co-
Servicer's computer master file of Accounts;
"DEFAULTED ACCOUNTS INSTRUCTION NOTICE" shall mean a notice from the
Beneficiaries to the Receivables Trustee substantially in the form set
out in Schedule 1 to the Receivables Trust Deed and Trust Cash Management
Agreement;
"DEFAULT AMOUNTS" shall mean, with respect to any Defaulted Account, the
amount of Principal Receivables (other than Ineligible Receivables) in
such Defaulted Account on the day such Account became a Defaulted Account
and the words "DEFAULT AMOUNT" shall be construed accordingly;
"DEFAULTED RECEIVABLE" means any Receivable in a Defaulted Account;
"DEFERRED CONSIDERATION" shall mean amounts calculated pursuant to the
Receivables Trust Deed and Trust Cash Management Agreement and related
Supplement which are payable by the Receivables Trustee to each
Transferor or any Additional Transferor on each Distribution Date by way
of additional consideration for the assignment or holding on trust of the
Receivables arising on Designated Accounts;
"DEFERRED INTEREST" has the meaning specified in the relevant Loan Note
Conditions;
"DELIVERY" means, in respect of any securities, delivery of such
securities, free and clear of all encumbrances, claims, equities and
transfer restrictions and in suitable form for delivery and transfer in
accordance with the relevant provisions of the Security Trust Deed and
"DELIVER" and "DELIVERED" shall be construed accordingly;
"DELIVERY DATE" shall mean the date of any transfer made in accordance
with the Security Trust Deed;
"DESIGNATED ACCOUNT" shall mean an Existing Account which has been
designated from the Bank Portfolio of a Transferor or, as the case may
be, any Additional Transferor and identified by a specific number
identifying such Account in an Offer from such Transferor or such
Additional Transferor, or a Future Account which satisfies the Future
Accounts Criteria set out in an Offer of Receivables on such Account, and
which is in each case an Account the Receivables arising under which have
been (or will, upon coming into existence, be) assigned to or held on
trust for the Receivables Trustee as a result of acceptance of such Offer
in accordance with Clause 3.4 of the RSA PROVIDED, HOWEVER, that the term
shall also be deemed to:
(i) in the case of an Existing Account, include such Account on the
date it became a Transferred Account;
14
(ii) in the case of an Existing Account, include each Additional Account
as of the Addition Date relating to an Offer which was accepted in
respect of such Additional Accounts;
(iii) in the case of a Qualifying Future Account, include such Account
only with effect from the date on which such Account becomes a
Qualifying Future Account; and
(iv) cease to include any Redesignated Account on the Redesignation Date
with respect thereto;
"DETERMINATION DATE" shall mean, unless otherwise specified in a
Supplement, the second Business Day prior to each Transfer Date;
"DIRECTOR'S CERTIFICATE" means, in respect of a company, a certificate
delivered by a director of such company;
"DISCOUNT OPTION RECEIVABLES" shall mean that amount of Receivables which
is the Discount Percentage of Principal Receivables arising in the
Designated Accounts;
"DISCOUNT OPTION RECEIVABLES COLLECTIONS" shall mean Collections in
respect of Discount Option Receivables;
"DISCOUNT PERCENTAGE" shall mean a fixed or variable percentage of the
amount of Principal Receivables arising in the Designated Accounts, as
nominated by a Transferor or any Additional Transferor (at its option)
from time to time;
"DISPOSAL" shall have the meaning specified in Clause 4.3(a) of the
Receivables Trust Deed and Trust Cash Management Agreement;
"DISTRIBUTION DATE" shall mean, unless otherwise specified in a
Supplement, the fifteenth day in each month or, if such day is not a
Business Day, the next succeeding Business Day;
"EARLY COLLECTION" has the meaning specified in Clause 10.2 of the RSA;
"ELIGIBLE PRINCIPAL RECEIVABLES" shall mean Principal Receivables which
are Eligible Receivables;
"ELIGIBLE ACCOUNT" shall mean an Account which complies with the criteria
set out in the Third Schedule to this Master Framework Agreement;
"ELIGIBLE RECEIVABLES" shall mean Receivables which comply with the
criteria set out in the Third Schedule to this Master Framework
Agreement, as at:
(i) in the case of Existing Receivables which are the subject of the
first Offer made by the Transferors or any Additional Transferor,
the Flagging Date in respect of that Offer; or
15
(ii) in the case of any Existing Receivable which is the subject of any
subsequent Offer made by a Transferor or any Additional Transferor,
the Addition Date with respect to that Offer; or
(iii) in the case of any Future Receivable, the Date of Processing with
respect to the transaction which gives rise to that Receivable or
(if different) the date on which the Receivables Trustee first
acquires that Receivable pursuant to the terms and subject to the
conditions of the RSA.
"ELIGIBLE RECEIVABLES POOL" shall mean the aggregate amount of (a) the
Outstanding Face Amount of all Principal Receivables which are Eligible
Receivables and (b) all Finance Charge Receivables assigned or purported
to be assigned to or held on trust for the Receivables Trustee (or other
property which is deemed to represent such Receivables) which constitute
part of the Trust Property;
"ELIGIBLE SERVICER" shall mean an entity which, at the time of its
appointment as Servicer or Co-Servicer, (a) is servicing a portfolio of
consumer revolving credit card accounts or other consumer revolving
credit accounts, (b) is legally qualified and has the capacity to service
the Accounts, (c) is qualified (or licensed) to use the software that the
Servicer or relevant Co-Servicer is then currently using to service the
Accounts or obtains the right to use, or has its own, software which is
adequate to perform its duties under the Beneficiaries Servicing
Agreement and, (d) has in the opinion of each Rating Agency demonstrated
the ability to professionally and competently service a portfolio of
similar accounts in accordance with customary standards of skill and
care;
"ELIGIBLE TRUST CASH MANAGER" shall mean an entity which, at the time of
its appointment as Trust Cash Manager or Co-Trust Cash Manager, (a) is
legally qualified and has the capacity to carry out the functions of the
Trust Cash Manager as set out in the Receivables Trust Deed and Trust
Cash Management Agreement ("TRUST CASH MANAGEMENT"), (b) is qualified (or
licensed) to use the software that the Trust Cash Manager or relevant Co-
Trust Cash Manager is then currently using to carry out trust cash
management or obtains the right to use, or has its own, software which is
adequate to perform trust cash management and, (c) has in the opinion of
each Rating Agency the ability to professionally and competently carry
out trust cash management in accordance with customary standards of skill
and care;
"ENCUMBRANCE" shall mean any mortgage, charge, pledge, lien or other
encumbrance securing any obligation of any person or any other type of
preferential arrangement (including, without limitation, title transfer
and retention arrangements) having similar effect;
"ENFORCEMENT NOTICE" shall have the meaning ascribed to it in the
Security Trust Deed;
"ENHANCEMENT" shall mean, with respect to any Series, the subordination,
the cash collateral guarantee or account, collateral interest, letter of
credit, surety bond, insurance policy, spread account, reserve account,
cross-support feature or any other contract or agreement for the
16
benefit of such Series or any Class within such Series as designated in
the applicable Supplement;
"ENHANCEMENT INVESTED AMOUNT" shall if applicable have the meaning, with
respect to any Series, specified in the related Supplement;
"ENHANCEMENT PROVIDER" shall mean, with respect to any Series, the
Person, if any, designated as such in the related Supplement;
"EXCESS FINANCE CHARGE AMOUNTS" shall have the meaning specified in
Clause 3.2(c) of the Receivables Trust Deed and Trust Cash Management
Agreement;
"EXISTING ACCOUNT" in relation to an Offer shall mean an Account the
Account Creation Date in relation to which falls on or before the
relevant Offer Date;
"EXISTING RECEIVABLES" shall mean all Receivables which are specified by
(a) each Transferor or any Additional Transferor in an Initial Offer as
being in existence under the Designated Accounts on the Cut-off Date with
respect to the Initial Offer Date and with respect to Designated Accounts
comprised in such Offer or (b) each Transferor or any Additional
Transferor in a subsequent Offer as being in existence under the
Designated Accounts comprised in such Offer on the Addition Date relating
thereto;
"EXPENSES LOAN AGREEMENT" means the expenses loan agreement dated on or
before the Initial Issue Date between RBS, the Issuer and the Note
Trustee whereby RBS has agreed to make available an expenses loan to the
Issuer from time to time;
"FINAL TERMS" means each final terms document substantially in the form
set out in the Prospectus which will be completed at the time of the
agreement to issue each Series of Notes and which will constitute final
terms for the purposes of Article 5.4 of the Prospectus Directive;
"FINANCE CHARGE AMOUNT" shall mean the amounts referable to any Series
from time to time representing the beneficial entitlement of such Series
to Finance Charge Collections (or amounts deemed to represent Finance
Charge Collections) as specified in Part 5 of the Schedule to the related
Supplement which shall also where appropriate specify how such amounts
are to be distributed between the Beneficiaries within such Series;
"FINANCE CHARGE COLLECTIONS" shall mean Collections in respect of Finance
Charge Receivables PROVIDED, HOWEVER, that the amount of Finance Charge
Collections shall be reduced for the purposes of any calculation
hereunder or in respect of any Supplement on any date of determination by
the amount of any Incorrect Payments previously incorrectly allocated as
Finance Charge Collections which are to be repaid on such date of
determination;
"FINANCE CHARGE COLLECTIONS LEDGER" shall have the meaning specified in
Clause 5.1(a)(iii) of the Receivables Trust Deed and Trust Cash
Management Agreement;
17
"FINANCE CHARGE RECEIVABLES" shall mean all Receivables arising under a
Designated Account which fall within the paragraphs (iii), (iv) (subject
to any certificate to the contrary by a Transferor or any Additional
Transferor pursuant to Clause 8.4 of the RSA) or (v) (subject to any
certificate to the contrary by a Transferor or any Additional Transferor
pursuant to Clause 8.5 of the RSA) of the definition of "RECEIVABLES"
hereunder and, in respect of any Monthly Period, includes Discount Option
Receivables, and further includes any amounts payable in respect of the
assignment or holding on trust of Receivables on Defaulted Accounts;
"FINANCE DATE" means the date upon which the Finance ▇▇▇▇ 2000 receives
Royal Assent;
"FINANCIAL MARKETS" means the Financial Markets division of RBS;
"FITCH" shall mean Fitch Ratings Limited, or any successor to its rating
business;
"FLAGGING DATE" shall mean, in respect of the Initial Offer by a
Transferor 27 March 2000 and, in respect of an Initial Offer by an
Additional Transferor, the date specified in such Offer;
"FLOATING INVESTOR PERCENTAGE" shall have the meaning specified in the
related Supplement;
"FLOATING PERCENTAGE" means "FLOATING INVESTOR PERCENTAGE" or "Floating
Transferor Percentage";
"FLOATING TRANSFEROR PERCENTAGE" shall mean in respect of any Monthly
Period and in relation to any Transferor that Transferor's pro rata share
of 100 minus the Floating Investor Percentage Aggregate;
"FOREIGN TRANSACTION PARTY" means any Transaction Party which is not
incorporated in or does not have a fixed address for service of process
in England and Wales or Scotland;
"FUTURE ACCOUNT" in relation to an Offer shall mean an Account the
Account Creation Date in relation to which falls after the relevant Offer
Date and which satisfies the criteria set out in such Offer;
"FUTURE ACCOUNTS CRITERIA" shall mean the criteria specified in an Offer
as the criteria which are to be used to determine whether, and if so from
which date, any Future Account is a Designated Account;
"FUTURE RECEIVABLES" shall mean all Receivables on a Designated Account
which are not Existing Receivables;
"GOVERNMENTAL AUTHORITY" shall mean any entity exercising executive,
legislative, judicial, regulatory or administrative functions of or
pertaining to government;
"GROUP" shall mean, with respect to any Series, the group of Series in
which the related Supplement specifies that such Series shall be
included;
18
"GROUP PLC" means The Royal Bank of Scotland Group plc;
"INCORRECT PAYMENTS" shall have the meaning specified in Clause 5.3(b) of
the Receivables Trust Deed and Trust Cash Management Agreement;
"INCORRECT WITHDRAWAL" shall mean any use of monies representing Trust
Property by the Transferors or the Servicer or any Co-Servicer or any
bank operating the Card Operating Accounts, any Additional Transferor
Operating Account or any other party, whether by way of withdrawal, set-
off or otherwise, prior to payment of such monies into the Trustee
Collection Account in accordance with the Relevant Documents;
"INDEPENDENT" means, when used with respect to any specified person, that
the person (1) is in fact independent of the Loan Note Issuer and any
other obligor under the Loan Notes and any other person with an ownership
interest in the Receivables Trust and of any affiliate of any of the
foregoing persons, (2) does not have any direct financial interest or any
material indirect financial interest in the Loan Note Issuer or in any
such other obligor or any such other person with such an ownership
interest in the Receivables Trust or in any affiliate of any of the
foregoing persons, and (3) is not connected with the Loan Note Issuer or
any such other obligor or any affiliate of the Loan Note Issuer or any
such other person with such an ownership interest in the Receivables
Trust as an officer, employee, promoter, underwriter, trustee, partner,
director, or person performing similar functions;
"INDEPENDENT CERTIFICATE" means a certificate or opinion to be delivered
to the Security Trustee under the circumstances described in Clause
22.1.3 of the Security Trust Deed made by an independent appraiser or
other expert appointed by an issuer order and approved by the Security
Trustee in the exercise of reasonable care, and such opinion or
certificate shall state that the signer has read the definition of
"INDEPENDENT" and that the signer is Independent within the meaning
thereof;
"INELIGIBLE COLLECTIONS" shall mean Collections in respect of Ineligible
Receivables;
"INELIGIBLE RECEIVABLES" shall mean Principal Receivables which do not
comply with all of the criteria set out in the Third Schedule to this
Master Framework Agreement, as at:
(i) in the case of Existing Receivables which are the subject of the
first Offer made by the Transferors or any Additional Transferor,
the Flagging Date in respect of that Offer; or
(ii) in the case of any Existing Receivable which is the subject of any
subsequent Offer made by the Transferors or any Additional
Transferor, the Addition Date with respect to that Offer; or
(iii) in the case of any Future Receivable, the Date of Processing with
respect to the transaction which gives rise to that Receivable or
(if different) the date on which the Receivables Trustee first
acquires that Receivable pursuant to the terms and subject to the
conditions of the RSA;
19
as well as any Receivable specified as an "ADDITIONAL INELIGIBLE
RECEIVABLE" in any Subsequent Offer and any Non-Conforming Receivable
once it is identified as such by the Servicer;
"INELIGIBLE RECEIVABLES POOL" shall mean the Outstanding Face Amount of
all Ineligible Receivables assigned or purported to be assigned to or
held on trust for the Receivables Trustee (or other property which is
deemed to represent such Receivables ) which constitute part of the Trust
Property;
"INELIGIBLES BARE TRUST" shall have the meaning specified in Clause 2.1
of the Receivables Trust Deed and Trust Cash Management Agreement;
"INELIGIBLES BARE TRUST PROPERTY" shall have the meaning specified in
Clause 2.1 of the Receivables Trust Deed and Trust Cash Management
Agreement;
"INITIAL ASSIGNMENT" shall mean a transfer in respect of an Initial
Offer;
"INITIAL CLOSING DATE" shall mean 27 March 2000;
"INITIAL INVESTOR BENEFICIARY" shall mean RBS Cards Securitisation
Funding Limited, or any successor;
"INITIAL INVESTOR INTEREST" shall mean, with respect to any Investor
Beneficiary for a Series, the amount stated in the related Supplement;
"INITIAL ISSUE DATE" means the date of the first issue of Notes by the
Issuer pursuant to the relevant Final Terms and the relevant supplement
to the Arran Funding Note Trust Deed;
"INITIAL OFFER" shall mean an offer made by a Transferor or an Additional
Transferor to assign Receivables to the Receivables Trustee or, in the
case of Scottish Receivables, hold on trust the Scottish Receivables for
the Receivables Trustee (pursuant to a declaration of trust in respect of
such Receivables), in accordance with Clause 2.1 of the RSA;
"INITIAL OFFER DATE" shall mean, in respect of the Initial Offer made by
a Transferor, 27 March 2000 and, in respect of an Initial Offer made by
NatWest or an Additional Transferor, the date specified in such Offer;
"INITIAL TRANSFER" means, in relation to an Account, the transfer of
Receivables, if any, which takes place upon the acceptance by the
Receivables Trustee of the Initial Offer in respect of that Account;
"INITIAL TRANSFEROR BENEFICIARIES" shall mean each of RBS and RBSA in
their respective capacities as Transferor Beneficiaries of the
Receivables Trust;
"INSOLVENCY EVENT" shall have the meaning specified in Clause 6.1(f) of
the Receivables Trust Deed and Trust Cash Management Agreement;
20
"INSOLVENCY PROCEEDS" shall have the meaning specified in Clause 6.3(c)
of the Receivables Trust Deed and Trust Cash Management Agreement;
"INSURANCE PROCEEDS" shall mean any amounts recovered by the Servicer or
any Co-Servicer pursuant to any credit insurance policies covering any
Obligor with respect to Receivables under that Obligor's Account;
"INTERCHANGE" shall mean the interchange fees payable to a Transferor or
any Additional Transferor in respect of the Bank Portfolio in its
capacity as a credit card issuer through VISA International, Inc. and
MasterCard International Incorporated;
"INTEREST DETERMINATION DATE" has the meaning defined in the relevant
Loan Note Conditions;
"INVESTMENT PROCEEDS" shall mean the meaning specified in Clause 5.1(g)
of the Receivables Trust Deed and Trust Cash Management Agreement;
"INVESTOR ACQUIRED INTERCHANGE AMOUNT" shall mean the meaning specified
in Clause 5.2(b)(viii) of the Receivables Trust Deed and Trust Cash
Management Agreement;
"INVESTOR ACQUISITION" shall have the meaning specified in Clause
4.5(a)(ii) of the Receivables Trust Deed and Trust Cash Management
Agreement;
"INVESTOR BENEFICIARY" shall mean any Person in its capacity as an
investor beneficiary of the Receivables Trust, which may include any
investor beneficiary subordinate to another investor beneficiary as a
provider of Enhancement as specified in any Supplement;
"INVESTOR CASH AVAILABLE FOR ACQUISITION" shall mean with respect to each
Series the amount allocated to the Investor Beneficiaries within such
Series which is available to fund the acquisition of beneficial
entitlement to Receivables as more particularly described in the
Receivables Trust Deed and Trust Cash Management Agreement and the
related Supplement;
"INVESTOR CASH MANAGEMENT FEE" shall mean the meaning specified in Clause
9.2(b) of the Receivables Trust Deed and Trust Cash Management Agreement;
"INVESTOR CERTIFICATE" shall mean a certificate of title issued by the
Receivables Trustee evidencing a beneficial interest in the Receivables
Trust, executed by a Transferor and any Additional Transferor and
authenticated by or on behalf of the Receivables Trustee substantially in
the form (or forms in the case of a Series with multiple Investor
Beneficiaries) of the investor certificate attached to the Receivables
Trust Deed and Trust Cash Management Agreement or the related Supplement
which evidences the principal amount of the beneficial interest of such
Investor Beneficiary in the Receivables Trust or such other evidence of
beneficial entitlement to Trust Property deemed to be an "INVESTOR
CERTIFICATE" in any related Supplement;
21
"INVESTOR DEFAULT AMOUNT" shall have, with respect to any Series, the
meaning stated in the related Supplement;
"INVESTOR FINANCE CHARGE AMOUNT" shall have the meaning specified in
Clause 5.2(b)(vii) of the Receivables Trust Deed and Trust Cash
Management Agreement;
"INVESTOR INTEREST" shall mean that part of the aggregate beneficial
interest of any Investor Beneficiary in the Receivables Trust which was
acquired by such Investor Beneficiary with the proceeds of a single
Series and shall be calculated in accordance with the provisions of the
related Supplement;
"INVESTOR PERCENTAGE" shall have, with respect to Principal Receivables
which are Eligible Receivables, Finance Charge Receivables and
Receivables in Defaulted Accounts and any Series, the meaning stated in
the related Supplement;
"INVESTOR SERVICING FEE" shall have, with respect to each Series as
specified in Clause 2.2(b) of the Beneficiaries Servicing Agreement, the
meaning specified in the related Supplement;
"INVESTOR TRUSTEE PAYMENT AMOUNT" shall have, with respect to each Series
as specified in Clause 7.15(b) of the Receivables Trust Deed and Trust
Cash Management Agreement, the meaning specified in the related
Supplement;
"ISSUE DATE" means, in relation to any series of Notes, the date of issue
of such Notes by the Issuer;
"ISSUER" means Arran Funding Limited, a public limited company
incorporated in Jersey, Channel Islands with registered number 76198;
"ISSUER CORPORATE SERVICES AGREEMENT" means the corporate services
agreement between, inter alios, Mourant & Co Limited and the Issuer dated
on or before the Initial Issue Date;
"ISSUER DISTRIBUTION ACCOUNT BANK AGREEMENT" shall mean the bank account
agreement made between the Issuer and The Royal Bank of Scotland
International Limited with respect to all Series dated on or before the
Initial Issue Date;
"JERSEY BANK ACCOUNT OPERATOR" means The Royal Bank of Scotland
International Limited in such capacity pursuant to the Jersey Bank
Account Operating Agreement;
"JERSEY BANK ACCOUNT OPERATING AGREEMENT" means the agreement so named
dated on or about the date hereof between, inter alios, the Issuer and
The Royal Bank of Scotland International Limited;
"LIABILITY" means any loss, damage, cost, charge, claim, demand, expense,
judgement, action, proceeding or other liability whatsoever (including,
without limitation, in respect of taxes, duties, levies, imposts and
other charges) and including any value added tax or similar tax charged
or chargeable in respect thereof and legal fees and expenses on a full
indemnity basis;
22
"LOAN NOTE CONDITIONS" means the terms and conditions of the Loan Notes
set out in Schedule 2 of the Security Trust Deed, as may be modified,
amended or supplemented in respect of any Loan Note or series of Loan
Notes by the relevant Loan Note Supplement;
"LOAN NOTE EVENT OF DEFAULT" means, in relation to any Loan Note, an
event of default specified in the Security Trust Deed or in the Loan Note
Supplement relating to such Loan Note;
"LOAN NOTE HOLDER" shall mean, from time to time, in respect of a Loan
Note for a Series, the beneficial owner of the Loan Note for such Series;
"LOAN NOTE ISSUER" shall mean RBS Cards Securitisation Funding Limited;
"LOAN NOTE ISSUER COSTS PAYMENT AMOUNT" shall have the meaning ascribed
to it in the relevant Series Supplement;
"LOAN NOTE ISSUER DISTRIBUTION ACCOUNT BANK AGREEMENT" shall mean, in
respect of any Series, the bank account agreement made between RBS Cards
Securitisation Funding Limited and The Royal Bank of Scotland
International Limited for such Series;
"LOAN NOTE ISSUER EXPENSES ACCOUNT" shall mean the account of that name
established by the Loan Note Issuer Distribution Account Bank Agreement
and any sub-account or ledger with respect to each Series therefor or
replacement thereof at any Qualifying Institution outside the United
Kingdom;
"LOAN NOTE SUPPLEMENT" shall mean, with respect to any Loan Note or
series of Loan Notes, a supplement to the Security Trust Deed in
accordance with clause 2 of the Security Trust Deed;
"LOAN NOTES" shall mean all loan notes, the obligations under which are
secured by the Loan Note Issuer's interest as a Beneficiary of the
Receivables Trust, issued by the Loan Note Issuer in respect of each
Series and "LOAN NOTE" means anyone of them;
"MATERIAL ADVERSE EFFECT" shall mean a material adverse effect on the
interests of any Investor Beneficiary which shall be construed to include
any Investor Beneficiary which is a member of a Series with Related Debt
outstanding as more particularly specified in any related Supplement;
"MAXIMUM ADDITION AMOUNT" shall mean, unless otherwise provided in a
Supplement, with respect to any Addition Date, the number of Additional
Accounts originated by a Transferor or any Additional Transferor after
the Pool Selection Date designated as Designated Accounts pursuant to
Clause 2.2 of the RSA without prior Rating Agency confirmation of its
then existing rating of any outstanding Related Debt as described in
paragraph 2(b) of the Second Schedule to the RSA which would either:
(i) with respect to any of the three consecutive Monthly Periods
beginning with the Monthly Period commencing on the first day of
the month immediately following
23
the first 3 month date after Cut-off Date be equal to 15% of the
number of Designated Accounts as of the first day of the calendar
year during which such Monthly Periods commence (or the Cut-off
Date, in the case of 2000); or
(ii) with respect to any twelve-month period be equal to 20% of the
number of Designated Accounts as of the first day of such twelve-
month period,
PROVIDED, HOWEVER, that if the aggregate principal balance in the
Additional Accounts specified in paragraph (i) or (ii) above, as the case
may be, shall exceed either:
(A) 15% of the aggregate amount of Principal Receivables which are
Eligible Receivables determined as of the first day of the third
preceding Monthly Period (or in the case of any Addition Date
occurring on or before 1 June 2000, the aggregate amount of
Principal Receivables which are Eligible Receivables on the Initial
Closing Date) after the deduction of the aggregate amount of
Principal Receivables which are Eligible Receivables as of the
Addition Date relating to an Offer which was accepted in respect of
each such Additional Account, in all of the Accounts owned by a
Transferor and each Additional Transferor that have been designated
as Designated Accounts since the first day of the third preceding
Monthly Period or the Initial Closing Date, as the case may be; or
(B) 20% of the aggregate amount of Principal Receivables determined as
of the first day of the calendar year in which such Addition Date
occurs (or in the case of an Addition Date occurring on or before 1
January 2001, the aggregate amount of Principal Receivables which
are Eligible Receivables on the Initial Closing Date) after the
deduction of the aggregate amount of Principal Receivables, which
are Eligible Receivables as of the Addition Date relating to an
Offer which was accepted in respect of each such Additional
Account, in all of the Accounts owned by a Transferor and each
Additional Transferor after the Cut-off Date that have been
designated as Designated Accounts since the first day of such
calendar year or the Initial Closing Date, as the case may be,
then the Maximum Addition Amount shall be the number of Additional
Accounts, the total principal balance of which is the lesser of the
aggregate amount of Principal Receivables which are Eligible Receivables
specified in either Clause (A) or Clause (B) of this proviso;
"MINIMUM AGGREGATE PRINCIPAL RECEIVABLES" shall mean, unless otherwise
provided in a Supplement relating to any Series, as of any date of
determination, an amount equal to the sum of the numerators used in the
calculation of the Investor Percentages for Principal Collections for all
Applicable Series on such date PROVIDED, HOWEVER, that with respect to
any Applicable Series in its Controlled Accumulation Period with an
Investor Interest as of such date of determination equal to the Principal
Funding Account Balance relating to such Applicable Series, the numerator
used in the calculation of the Investor Percentage for Principal
Collections relating to such Applicable Series shall, solely for the
purpose of the definition of Minimum Aggregate Principal Receivables, be
deemed to equal zero;
24
"MINIMUM TRANSFEROR INTEREST" shall mean 7% (or, subject as provided
below, such other percentage as specified in any related Supplement) of
the Average Principal Receivables PROVIDED, HOWEVER, that a Transferor or
any Additional Transferor may reduce the Minimum Transferor Interest upon
(i) 30 days' prior notice to the Receivables Trustee, each Rating Agency
and any Enhancement Provider entitled to receive such notice pursuant to
the relevant Supplement, (ii) written confirmation from each Rating
Agency that such reduction will not result in the reduction or withdrawal
of the respective ratings of each Rating Agency for any outstanding
Associated Debt and (iii) delivery to the Receivables Trustee and each
such Enhancement Provider of an Officer's Certificate stating that the
relevant Transferor reasonably believes that such reduction will not,
based on the facts known to such officer at the time of such
certification, then or thereafter cause a Pay Out Event to occur with
respect to any Investor Beneficiary PROVIDED FURTHER, HOWEVER, that the
Minimum Transferor Interest shall not at any time mean less than 2% of
the Average Principal Receivables;
"MONTHLY PERIOD" shall mean, unless otherwise defined in any Supplement,
the period from and including the first day of a calendar month to and
including the last day of the same calendar month;
"MONTHLY SERVICER'S REPORT" shall mean a report substantially in the form
attached as Exhibit A to the Beneficiaries Servicing Agreement with such
changes as the Servicer and any Co-Servicer, in consultation with the
relevant Rating Agency may determine to be necessary or desirable;
"MONTHLY TRUST CASH MANAGER'S REPORT" shall mean a report substantially
in the form attached as Exhibit D to the Receivables Trust Deed and Trust
Cash Management Agreement, with such changes as the Trust Cash Manager
may determine to be necessary or desirable PROVIDED, HOWEVER, that no
such change shall serve to exclude information required by the
Receivables Trust Deed and Trust Cash Management Agreement or any
Supplement;
"MOODY'S" shall mean ▇▇▇▇▇'▇ Investors Service, Inc or any successor to
its rating business;
"NATWEST" means the National Westminster Bank plc;
"NATWEST BRANDED RECEIVABLE" means any Receivable which was originated or
acquired by NatWest or any person that was an Affiliate of NatWest prior
to 6 March 2000;
"NEW DESIGNATED ACCOUNTS" in respect of an Offer, has the meaning given
to it in such Offer;
"NET CASH PRICE" in respect of an Offer, means the Cash Price specified
in the Offer less the Acceptance Price;
"NOMINAL AMOUNT" shall have the meaning specified in Clause 4.9(b) of the
Receivables Trust Deed and Trust Cash Management Agreement;
"NON-CONFORMING ACCOUNT" means a Designated Account where it is
identified by the relevant Transferor that the relevant credit agreement
would be enforceable only on an order
25
of the court but where the court would not have discretion to grant an
enforcement order in respect of such credit agreement as of the
applicable Pool Selection Date or Additional Selection Date, as the case
may be;
"NON-CONFORMING RECEIVABLES" means the Principal Receivables and Finance
Charge Receivables arising on a Non-Conforming Account which are treated
as Ineligible Receivables from the date of identification by the Servicer
as arising on a Non-Conforming Account (and a "NON-CONFORMING RECEIVABLE"
shall be construed accordingly);
"NOTE TRUSTEE" means the Bank of New York acting as the note trustee
under the Arran Funding Note Trust Deed (or any successor note trustee);
"NOTES" means the notes in registered form in the currency and
denomination amount set forth in the relevant Final Terms of the
Prospectus and issued from time to time by the Issuer constituted by the
relevant supplement to the Arran Funding Note Trust Deed with respect to
each Series relating to such notes;
"NOTICE OF ASSIGNMENT" shall mean a notice substantially in the form set
out in Schedule 7 of the RSA, and given to any Obligor, to the effect
that Receivables paid and payable by the Obligor (and if applicable the
related benefit of any related guarantee or guarantees) have been
assigned to the Receivables Trustee;
"NOTIFICATION EVENT" shall mean any one or more of the events listed in
Schedule 5 of the RSA;
"OBLIGOR" or "OBLIGORS" shall mean with respect to any Account, the
person or persons obliged directly or indirectly to make payments in
respect of Receivables generated on that Account;
"OFFER" shall mean an Initial Offer or a Subsequent Offer;
"OFFER DATE" shall mean, in the case of an Initial Offer, the Initial
Offer Date; in the case of a Subsequent Offer of Receivables on Existing
Accounts, the relevant Addition Date; and in the case of a Subsequent
Offer of Receivables on Future Accounts, the date on which such
Subsequent Offer is made;
"OFFICER'S CERTIFICATE" shall mean a certificate given by an officer of
the Trust Cash Manager or the Servicer, or any Co-Trust Cash Manager or
Co-Servicer, involved in or responsible for Trust Cash Management or
Servicing respectively, whose name appears on a list of officers
furnished to the Receivables Trustee by the Trust Cash Manager and the
Servicer, and any Co-Trust Cash Manager and any Co-Servicer, as such
lists may from time to time be amended;
"OPERATING BANK" shall mean a Qualified Institution at which the Trustee
Collection Account and Trustee Acquisition Account and other Trust
Accounts are maintained and any other Qualified Institution at which such
Trust Accounts are maintained from time to time;
26
"OPINION OF COUNSEL" shall mean a written legal opinion provided by a
legal adviser, who may be an adviser of the Person providing the opinion,
and who shall be reasonably acceptable to the Receivables Trustee;
"OUTSTANDING FACE AMOUNT" shall mean, in respect of a Principal
Receivable on any date, the amount which is the outstanding balance due
in respect thereof at the close of business in London on the Business Day
immediately preceding such date;
"PAY OUT COMMENCEMENT DATE" shall mean, (i) with respect to each Series,
the date on which a Trust Pay Out Event is deemed to occur pursuant to
Clause 6.1 of the Receivables Trust and Trust Cash Management Agreement
or (ii) with respect to any Series, the date on which a Series Pay Out
Event is deemed to occur pursuant to the Supplement for such Series;
"PAY OUT EVENT" shall mean, with respect to each Series, a Trust Pay Out
Event or a Series Pay Out Event;
"PERIODIC FINANCE CHARGES" shall mean, in respect of an Account, the
finance charges (due to periodic charges) or any similar term as
specified or defined in the Card Agreement applicable to that Account;
"PERMITTED ADDITIONAL JURISDICTION" shall mean in respect of a Receivable
and an Obligor a jurisdiction (other than England and Wales, Scotland and
Northern Ireland) agreed by each Transferor, each Additional Transferor
and the Receivables Trustee and approved by each Rating Agency as being
acceptable as a Permitted Additional Jurisdiction;
"PERMITTED INVESTMENTS" shall mean any one or more of the following:
(i) demand or time deposits, certificates of deposit and other short-
term unsecured debt obligations at or of any institution outside
the United Kingdom PROVIDED THAT, in each case, at the time the
deposit is made or the certificate or obligation is acquired the
then current rating of the unsecured and unguaranteed debt
obligations of that institution (or, where the investment in
question is guaranteed, of the guaranteeing institution) is A-1+,
F-1+ and P-1 or (if different) the then highest rating conferred in
respect of such obligations by Standard and Poor's, Fitch IBCA (if
the institution is publicly rated by Fitch IBCA) and Moody's
(respectively); or
(ii) short-term unsecured debt obligations (including commercial paper)
issued by a body corporate outside the UK provided that the then
current rating of the unsecured and unguaranteed debt obligations
of that body corporate (or where the debt obligations in question
are guaranteed, of the guaranteeing institution) is A-1+, F-1+ and
P-1, or (if different) the then highest rating conferred in respect
of such obligations by Standard and Poor's, Fitch IBCA (if the
institution is publicly rated by Fitch IBCA) and Moody's
(respectively),
27
PROVIDED FURTHER, that for the purposes of the Spread Account, references
in this definition to a rating in the "highest rating" shall be modified
to require a rating from any one of the following rating agencies of at
least A-2 by Standard & Poor's, P-2 by Moody's or (if such investment is
publicly rated by Fitch IBCA) F-2 by Fitch IBCA;
"PERSON" shall be construed as a reference to any person, individual,
corporation, limited liability company, partnership, joint venture,
association, joint-stock company, trust, unincorporated organisation,
governmental entity or other entity of similar nature (whether or not
having separate legal personality);
"POOL INDEX FILE" shall mean the file on the computer system used by a
Transferor or an Additional Transferor to identify the Designated
Accounts and which is designated "POOL INDEX FILE";
"POOL SELECTION DATE" shall mean, in respect of the Initial Offer by the
Transferors, 31 January 2000 and, in respect of any Initial Offer by
NatWest or an Additional Transferor, the date specified in such Initial
Offer;
"PRECEDING MONTHLY PERIOD" shall have the meaning specified in Exhibit D
of the Receivables Trust Deed and Trust Cash Management Agreement;
"PRINCIPAL AMOUNTS" shall mean amounts payable to any Series from time to
time representing the beneficial entitlement of such Series to Principal
Collections (or amounts deemed to represent Principal Collections) as
specified in Part 5 of the Schedule of the related Supplement which shall
also specify how such amounts are to be calculated;
"PRINCIPAL COLLECTIONS" shall mean Collections in respect of Principal
Receivables which are Eligible Receivables;
"PRINCIPAL COLLECTIONS LEDGER" shall have the meaning specified in Clause
5.1(a)(iii) of the Receivables Trust Deed and Trust Cash Management
Agreement;
"PRINCIPAL FUNDING ACCOUNT" shall mean the account described in any
Supplement to the Receivables Trust Deed and Trust Cash Management
Agreement;
"PRINCIPAL FUNDING ACCOUNT BALANCE" shall have the meaning, with respect
to any Series, specified in the related Supplement (if applicable);
"PRINCIPAL PAYING AGENT" shall mean The Bank of New York or any successor
principal paying agent appointed in accordance with the Agency Agreement;
"PRINCIPAL RECEIVABLES" shall mean Receivables on a Designated Account
(other than Finance Charge Receivables) PROVIDED, HOWEVER, that the
amount of Principal Receivables on a Designated Account on any day shall
be reduced by the aggregate amount of credit balances existing in such
Designated Account on that day PROVIDED FURTHER, HOWEVER, that any
Receivable arising on a Designated Account which the relevant Transferor
is unable to
28
assign to, and does not hold on trust for the Receivables Trustee for any
reason shall not be included in calculating the aggregate amount of
Principal Receivables;
"PRINCIPAL SHORTFALLS" shall mean, with respect to a Transfer Date, the
aggregate amount for all Series that the related Supplements specify are
"SERIES PRINCIPAL SHORTFALLS" for such Transfer Date;
"PRINCIPAL TERMS" shall mean the meaning specified in Clause 4.6(a)(v) of
the Receivables Trust Deed and Trust Cash Management Agreement;
"PROCEEDS ACCOUNT" means in respect of RBS, the RBS Cards Proceeds
Account, in respect of RBSA, the RBSA Proceeds Account and in respect of
any Additional Transferor, the relevant Additional Transferor Proceeds
Account;
"PROGRAMME" means the Arran Funding medium term note programme
established by the Issuer pursuant to which the Issuer may issue from
time to time a series of Notes in accordance with the terms of the Arran
Funding Note Trust Deed;
"PROSPECTUS" means, initially, the prospectus which constitutes a base
prospectus for the purposes of Article 5.4 of the Prospectus Directive
and which was filed with the United States Securities and Exchange
Commission annexed to the S-3 registration statement under file number
333-128502, and thereafter, any updated, amended or supplemented
prospectus filed thereafter;
"PROSPECTUS DIRECTIVE" means Directive 2003/71/EC;
"PURCHASE PRICE" shall mean, in respect of Receivables assigned to or
held on trust by the Receivables Trustee in any Offer, an amount equal to
(a) the Outstanding Face Amount of the Principal Receivables comprised in
the New Designated Accounts (as defined in the Offer) on the Pool
Selection Date, in respect of the Initial Offer, or the related
Additional Selection Date, in respect of a Subsequent Offer PLUS (b) any
Future Receivables which would have been Principal Receivables had the
New Designated Account been Designated Account with effect from the Pool
Selection Date or relevant Additional Selection Date (as applicable)
arising on such New Designated Accounts between the Pool Selection Date
or relevant Additional Selection Date (as applicable) and the date of
acceptance of the Offer LESS (c) any Collections which would have been
Principal Collections had the New Designated Account been Designated
Account with effect from the Pool Selection Date as Relevant Additional
Selection Date (as applicable) received during that time PLUS (d) any
Deferred Purchase Price in respect of such Receivables;
"QUALIFYING FUTURE ACCOUNT" shall mean a Future Account which satisfies
the Future Accounts Criteria set out in the relevant Offer with effect
from the Addition Date determined in accordance with such Future Accounts
Criteria;
"QUALIFIED INSTITUTION" or "QUALIFYING INSTITUTION" means (i) an
institution outside the United Kingdom which at all times has a short-
term unsecured debt rating of at least A-1+ by Standard & Poor's and P-1
by Moody's or (ii) an institution acceptable to each Rating
29
Agency provided that in the case of The Royal Bank of Scotland
International Limited the rating criteria shall apply to The Royal Bank
of Scotland plc;
"RAPID ACCUMULATION PERIOD" shall for any Series, have the meaning
specified in the related Supplement;
"RATING AGENCY" shall mean, with respect to each Series, the rating
agency or agencies, if any, selected by the Transferor Beneficiary to
provide a rating for Related Debt, as specified in the related
Supplement;
"RBSA" means RBS Advanta;
"RBSI" means The Royal Bank of Scotland International Limited;
"RBSA PROCEEDS ACCOUNT" shall mean the account described as such in
Clause 14.3 of the RSA;
"RBS CARDS" means the Retail Direct -- Cards Business division of RBS;
"RBS" shall mean The Royal Bank of Scotland plc in any capacity and its
successors in interest and permitted assigns;
"RBS CARDS PROCEEDS ACCOUNT" shall mean the account described as such in
Clause 14.3 of the RSA;
"RECEIVABLES" shall mean all amounts owing by an Obligor to a Transferor
or any Additional Transferor under an Account from time to time,
including (without limitation):
(i) amounts owing for payment in respect of the acquisition of
merchandise and/or services;
(ii) cash advances;
(iii) amounts relating to Transaction Fees, Periodic Finance Charges and
charges for credit insurance;
(iv) amounts relating to Special Fees; and
(v) Annual Fee Receivables,
"RECEIVABLES TRUST" shall mean the trusts constituted pursuant to the
Receivables Trust Deed and Trust Cash Management Agreement as set out in
Clause 2.1 of the Receivables Trust Deed and the Trust Cash Management
Agreement;
"RECEIVABLES TRUST DEED AND TRUST CASH MANAGEMENT AGREEMENT" shall mean
the Receivables Trust Deed and Trust Cash Management Agreement dated 27
March 2000, between, among others, the Receivables Trustee, the Trust
Cash Manager, the Initial Transferor Beneficiaries and the Loan Note
Issuer and all amendments thereof and supplements thereto, including any
Supplement;
30
"RECEIVABLES TRUSTEE" shall mean South Gyle Receivables Trustee Limited
in its capacity as trustee of the Receivables Trust pursuant to the terms
of the Receivables Trust Deed and Trust Cash Management Agreement and its
permitted successors and any Person appointed as a successor trustee, co-
trustee or separate trustee of the Receivables Trust in accordance with
the provisions of the Receivables Trust Deed and Trust Cash Management
Agreement or by operation of law;
"RECEIVER" means a Person, or Persons, appointed in writing by the
Security Trustee who is to be a receiver, a receiver and manager or an
administrative receiver (and who shall not be the Security Trustee or an
Affiliate of the Security Trustee);
"RECORD DATE" shall mean, with respect to any Distribution Date and any
Transfer Date, the last Business Day of the preceding Monthly Period;
"REDESIGNATED ACCOUNT" shall mean a Defaulted Account, Zero Balance
Account, Cancelled Account or any other Account which has ceased to be a
Designated Account pursuant to Clause 7 of the RSA;
"REDESIGNATION DATE" has the meaning specified in Clause 7.1 of the RSA;
"REDESIGNATION NOTICE" has the meaning specified in Clause 7.2 of the
RSA;
"REDUCTION" has the meaning specified in Clause 10.1 of the RSA;
"RELATED DEBT" shall mean, with respect to an Investor Interest in
respect of any Series, any Loan Note issued by the Investor Beneficiary
holding such Investor Interest in respect of such Series, as further
specified, with respect to such Series, in the related Supplement for
such Series;
"RELEVANT ACCOUNT" means an Account which is the subject of an Initial
Transfer on or after the Finance Date;
"RELEVANT DATE" shall have the meaning specified in Clause 5.2(a)(i) of
the Receivables Trust Deed and Trust Cash Management Agreement;
"RELEVANT DOCUMENTS" shall mean the Receivables Trust Deed and Trust Cash
Management Agreement, the RSA, the Master Framework Agreement, the
Beneficiaries Servicing Agreement, each Accession Notice, each Series
Supplement and each other document executed in connection with an
Acquisition (including any documents executed in connection with Related
Debt), any mandate and other agreement relating to a Trust Account or a
bank account in respect of which the Receivables Trustee has a beneficial
interest, the Trust Section 75 Indemnity, and any other document, other
than a Card Agreement, contemplated by and executed in connection with
any of the preceding documents;
"RELEVANT INFORMATION" shall have the meaning specified in Clause 7.18 of
the Receivables Trust Deed and Trust Cash Management Agreement;
31
"REMOVAL DATE" has the meaning specified in Clause 7.6 of the RSA;
"REMOVED ACCOUNT" shall mean a Redesignated Account which has ceased to
be designated as "RBS/RBSA -- 2000" or as "NatWest -- 2005" in the Pool
Index File pursuant to Clause 7.6 of the RSA;
"REQUIREMENT OF LAW" for any Person shall mean a requirement of the
memorandum of association or articles of association or other
organisational or governing documents of such Person, and any law,
treaty, rule, requirement or regulation, or determination of an
arbitrator or Governmental Authority, in each case applicable to or
binding upon such Person or to which such Person is subject;
"RESERVE ACCOUNT" shall mean the account described in any Supplement to
the Receivables Trust Deed and Trust Cash Management Agreement;
"RESTRICTED ADDITIONAL JURISDICTION" shall mean in respect of a
Receivable and an Obligor a jurisdiction other than England and Wales,
Scotland, Northern Ireland or any Permitted Additional Jurisdiction;
"REVOLVING PERIOD" shall have, with respect to any Series, the meaning
specified in the related Supplement;
"RSA" shall mean the Receivables Securitisation Deed made as a deed
between each Transferor and the Receivables Trustee dated the Initial
Closing Date (as amended and restated from time to time);
"SCHEDULE OF CALCULATIONS" shall mean the meaning specified in Clause
7.1(n) of the Receivables Trust Deed and Trust Cash Management Agreement;
"SCOTTISH ADDITIONAL ACCOUNT NOTICE" means a notice in respect of
Scottish Receivables arising on Additional Accounts in substantially the
form set out in the Fourth Schedule of the RSA;
"SCOTTISH ASSIGNATION" means an assignation of Scottish Receivables in
substantially the form set out in the Sixth Schedule of the RSA;
"SCOTTISH DECLARATION OF TRUST" means a declaration of trust over
Scottish Receivables in substantially the form set out in the Third
Schedule of the RSA;
"SCOTTISH RECEIVABLE" means any Receivable that is governed by Scots law;
"SECURITISED PORTFOLIO" shall mean the total portfolio of Designated
Accounts, the Receivables (or, in the case of Scottish Receivables, the
beneficial interest to such Scottish Receivables) arising on which are
held by the Receivables Trustee on behalf of the Beneficiaries;
"SECURITY" means the security created by the Security Trust Deed;
32
"SECURITY TRUST DEED" means the security trust deed dated the Initial
Closing Date between, inter alios, the Security Trustee and the Loan Note
Issuer;
"SECURITY TRUSTEE" means The Bank of New York, London Branch, in its
capacity as Security Trustee pursuant to the Security Trust Deed;
"SERIES" shall have the meaning specified in Clause 4.5(b)(i) of the
Receivables Trust Deed and Trust Cash Management Agreement;
"SERIES COLLECTION ACCOUNT" shall mean the account described in Clause
5.1(c)(i) of the Receivables Trust Deed and Trust Cash Management
Agreement;
"SERIES PAY OUT EVENT" shall have, with respect to any Series or any
Class within a Series, the meaning specified in the related Supplement;
"SERIES FINANCE CHARGE COLLECTIONS LEDGER" shall have the meaning
specified in Clause 5.1(c)(iii) of the Receivables Trust Deed and Trust
Cash Management Agreement;
"SERIES PRINCIPAL COLLECTIONS LEDGER" shall have the meaning specified in
Clause 5.1(c)(iii) of the Receivables Trust Deed and Trust Cash
Management Agreement;
"SERIES RETURN" shall mean, in respect of each Series, any amount which
is payable to the Investor Beneficiaries of such Series with a view to
enabling the Investor Beneficiaries to make and retain a profit, such
amount being calculated in accordance with the terms of the relevant
Supplement;
"SERIES SERVICING FEE PERCENTAGE" shall mean, with respect to any Series,
the amount specified in the related Supplement;
"SERIES TERMINATION DATE" shall mean with respect to any Series, the date
specified in the related Supplement;
"SERIES TRUST CASH MANAGEMENT FEE PERCENTAGE" shall mean, with respect to
any Series, the amount specified in the related Supplement;
"SERVICER" shall mean initially RBS Cards, a division of The Royal Bank
of Scotland plc, in its capacity as servicer of the Receivables
constituting Trust Property pursuant to the provisions of the
Beneficiaries Servicing Agreement and thereafter any Person appointed as
Successor Servicer in accordance with the Beneficiaries Servicing
Agreement, and shall include any Co-Servicer with respect to the
functions of the Servicer which such Co-Servicer is to perform, as
specified in Clause 2.1 of the Beneficiaries Servicing Agreement;
"SERVICER DEFAULT" shall have the meaning specified in Clause 4.1 of the
Beneficiaries Servicing Agreement;
"SERVICING" means the functions and duties of the Servicer as specified
in the Beneficiaries Servicing Agreement, or such of them as may be
specified in any Accession Notice as applying to any Co-Servicer;
33
"SERVICING FEE" shall have the meaning specified in Clause 2.2.1 of the
Beneficiaries Servicing Agreement;
"SHARED EXCESS FINANCE CHARGE COLLECTIONS" shall mean, with respect to
any Transfer Date, the aggregate amount for all Series that the related
Supplements specify are to be treated as "SHARED EXCESS FINANCE CHARGE
COLLECTIONS" for such Transfer Date;
"SHARED PRINCIPAL COLLECTIONS" shall mean, on any day the aggregate
amount for all Series that the related Supplements specify are to be
treated as "SHARED PRINCIPAL COLLECTIONS" that day;
"SOLVENCY CERTIFICATE" shall mean a certificate of a duly authorised
officer substantially in the form set out in Schedule 8 to the RSA;
"SPECIAL FEES" shall mean draft fees, service transaction fees, foreign
exchange commission and other fees which may from time to time be
assessed by a Transferor or any Additional Transferor (whether for itself
or on behalf of another party) on Accounts as may be permitted by the
Card Agreements relating thereto;
"SPREAD ACCOUNT" shall mean the account described in the Receivables
Trust Deed and Trust Cash Management Agreement or in any Supplement
thereto;
"STANDARD & POOR'S" shall mean Standard & Poor's Ratings Group or any
successor of its rating business;
"SUBSCRIPTION AGREEMENT" means each subscription agreement in respect of
a Series of Notes substantially in the form set out in the Dealer
Agreement;
"SUBSEQUENT OFFER" shall mean an offer made by a Transferor or an
Additional Transferor to assign or hold on trust Receivables to or for
the Receivables Trustee in accordance with Clause 2.2 of the RSA;
"SUBSEQUENT ASSIGNMENT" means a transfer in relation to a subsequent
offer;
"SUCCESSOR CASH MANAGER" shall mean the meaning specified in Clause
11.3(a) of the Receivables Trust Deed and Trust Cash Management
Agreement;
"SUCCESSOR SERVICER" shall have the meaning specified in Clause 4.6.2 of
the Beneficiaries Servicing Agreement;
"SUPPLEMENT" or "SERIES SUPPLEMENT" shall mean, with respect to any
Series, a supplement to the Receivables Trust Deed and Trust Cash
Management Agreement complying with the terms of Clause 4.6 of the
Receivables Trust Deed and Trust Cash Management Agreement;
"SWAP AGREEMENT" means the relevant currency swap agreement and/or the
interest rate swap agreement in respect of a class or sub-class of Notes
(if any) of each Series;
34
"TAX" shall mean any tax, levy, impost, duty or other charge of a similar
nature (including, without limitation, any penalty or interest payable in
connection with any failure to pay or any delay in paying any of the
same);
"TERMINATION NOTICE" shall have, with respect to any Series, the meaning
specified in Clause 11.1(f) of the Receivables Trust Deed and Trust Cash
Management Agreement;
"THE STOCK EXCHANGE" means The London Stock Exchange Limited;
"TRANSACTION DOCUMENTS" means the documents set out in Schedule 7;
"TRANSACTION FEES" shall mean all fees as specified in the Card Agreement
applicable to each Account other than Special Fees and Annual Fees;
"TRANSACTION PARTIES" means the parties to this Agreement and each a
"TRANSACTION PARTY";
"TRANSFER" means, in relation to an Account, the transfer of Receivables,
if any, which takes place upon the acceptance by the Receivables Trustee
of the Offer in respect of that Account;
"TRANSFER DATE" shall mean, unless otherwise specified in the related
Supplement, with respect to any Series, the Business Day immediately
prior to each Distribution Date;
"TRANSFERORS" shall mean The Royal Bank of Scotland plc, RBS Advanta, and
should NatWest accede to the Receivables Trust Deed and Trust Cash
Management Agreement, National Westminster Bank plc, each in their
respective capacity as transferor of certain Receivables to the
Receivables Trustee pursuant to the provisions of the RSA and
"TRANSFEROR" shall mean any one of them as the context may require;
"TRANSFEROR ACQUIRED INTERCHANGE AMOUNT" shall have the meaning specified
in Clause 5.2(b)(vi) of the Receivables Trust Deed and Trust Cash
Management Agreement;
"TRANSFEROR ACQUISITION" shall have the meaning specified in Clause
4.5(a)(i) of the Receivables Trust Deed and Trust Cash Management
Agreement;
"TRANSFEROR BENEFICIARIES" means the Initial Transferor Beneficiaries
and/or any further Transferor Beneficiaries and "TRANSFEROR BENEFICIARY"
means any of them as the context may require;
"TRANSFEROR CASH AVAILABLE FOR ACQUISITION" shall have the meaning
specified in Clause 5.2(f)(ii)(A) of the Receivables Trust Deed and Trust
Cash Management Agreement;
"TRANSFEROR CASH MANAGEMENT FEE" shall have the meaning specified in
Clause 9.2(c) of the Receivables Trust Deed and Trust Cash Management
Agreement;
"TRANSFEROR CERTIFICATE" shall mean a certificate of title issued by the
Receivables Trustee evidencing a beneficial interest in the Receivables
Trust, executed by a Transferor (or each Additional Transferor as
applicable) and authenticated by the Receivables Trustee, substantially
in the form of Exhibit A to the Receivables Trust Deed and Trust Cash
35
Management Agreement and exchangeable as provided in Clause 4.2 of the
Receivables Trust Deed and Trust Cash Management Agreement, which
evidences the aggregate beneficial entitlement of any Transferor
Beneficiary in the Receivables Trust PROVIDED, HOWEVER, that at any time
there shall be only one Transferor Certificate in respect of each
Transferor (or each Additional Transferor as applicable);
"TRANSFEROR FINANCE CHARGE AMOUNT" shall have the meaning specified in
Clause 5.2(b)(v) of the Receivables Trust Deed and Trust Cash Management
Agreement, being the aggregate amount payable to the Transferor
Beneficiaries on each Business Day representing their aggregate
beneficial entitlement to Finance Charge Collections or amounts deemed to
represent Finance Charge Collections on such Business Day;
"TRANSFEROR INELIGIBLE INTEREST" shall mean, on any date of
determination, the aggregate amount of the Ineligible Receivables Pool;
"TRANSFEROR INTEREST" shall mean, on any date of determination, the
Adjusted Transferor Interest for the relevant Transferor;
"TRANSFEROR SECTION 75 LIABILITY" shall mean any liability of a
Transferor (as a "CREDITOR") from time to time to make a payment to an
Obligor regarding a Designated Account (as a "DEBTOR") pursuant to
Section 75 of the Consumer Credit ▇▇▇ ▇▇▇▇;
"TRANSFEROR SECTION 75 INDEMNITY CLAIM" shall mean the amount of any
Transferor Section 75 Liability claimed from the Receivables Trustee by a
Transferor pursuant to the Trust Section 75 Indemnity PROVIDED, HOWEVER,
that such Transferor Section 75 Indemnity Claim shall not exceed the
amount of the Credit Advance relating to the transaction giving rise to
that Transferor Section 75 Liability;
"TRANSFEROR SERVICING FEE" shall have the meaning specified in Clause
2.2.3 of the Beneficiaries Servicing Agreement;
"TRANSFERRED ACCOUNT" shall mean:
(i) a Designated Account with respect to which a new credit card
account number has been issued by the Servicer, any Co-Servicer or
a Transferor or any Additional Transferor in circumstances
resulting from a lost or stolen card in relation to a Designated
Account or lost or stolen cheques or from the transfer of a
Designated Account from one programme to another programme and not
requiring standard application and credit evaluation procedures
under the Card Guidelines, as applicable; and
(ii) a Designated Account resulting from the conversion of a Designated
Account that was a standard account to a premium account or from a
premium account to a standard account, if applicable, and which in
either case can be traced or identified in the Pool Index File with
the designation "RBS-2005", "NatWest-2005" or such
36
other designation by reference to or by way of the computer files
or microfiche lists delivered to the Receivables Trustee;
"TRUST ACCOUNTS" shall mean each of the Trustee Collection Account, the
Trustee Acquisition Account, the Series Collection Account, the Reserve
Account, the Spread Account, the Principal Funding Account and each
Additional Trust Account and "TRUST ACCOUNT" shall mean any one thereof
as the context requires;
"TRUST ACCOUNTS BANK AGREEMENT" shall mean, in respect of any Series, the
bank agreement made between the Receivables Trustee and The Royal Bank of
Scotland International Limited for such Series;
"TRUST CASH MANAGEMENT" means the functions and duties of the Trust Cash
Manager as specified in the Receivables Trust Deed and Trust Cash
Management Agreement, or such of them as may be specified in any
Accession Notice as applying to any Co-Trust Cash Manager;
"TRUST CASH MANAGEMENT FEE" shall have the meaning specified in Clause
9.2(a) of the Receivables Trust Deed and Trust Cash Management Agreement;
"TRUST CASH MANAGER" shall mean initially RBS Cards in its capacity as
trust cash manager of the Receivables and Collections pursuant to the
provisions of the Receivables Trust Deed and Trust Cash Management
Agreement and thereafter, any person appointed as successor Trust Cash
Manager in accordance with the Receivables Trust Deed and Trust Cash
Management Agreement and shall include any Co-Trust Cash Manager with
respect to the functions of the Trust Cash Manager which such Co-Trust
Cash Manager is to perform, as specified in Clause 9.1(b) of the
Receivables Trust Deed and Trust Cash Management Agreement;
"TRUST CASH MANAGER DEFAULT" shall have the meaning specified in Clause
11.1 of the Receivables Trust Deed and Trust Cash Management Agreement;
"TRUST CERTIFICATE" shall mean any one of the Investor Certificates of
any Series or any Transferor Certificate;
"TRUST CERTIFICATE REGISTER" shall mean the register maintained pursuant
to Clause 4.2(a) of the Receivables Trust Deed and Trust Cash Management
Agreement, recording the identity of the Beneficiaries of the Receivables
Trust from time to time as evidenced by the Trust Certificates issued to
such Beneficiaries and transfers and acquisitions relating to the
beneficial entitlements evidenced thereby;
"TRUST PAY OUT EVENT" shall have, with respect to each Series, the
meaning specified in Clause 6.1 of the Receivables Trust Deed and Trust
Cash Management Agreement;
"TRUST PROPERTY" shall mean:
37
(i) until such time as monies transferred by the Beneficiaries have
been applied in accordance with the terms of the RSA all monies
which may from time to time be provided by the Beneficiaries to the
Receivables Trustee to fund the purchase of the Receivables,
pursuant to the terms and subject to the conditions of the RSA;
(ii) the Eligible Receivables and Ineligible Receivables and any other
property acquired by the Receivables Trustee pursuant to the terms
and subject to the conditions of the RSA;
(iii) all monies, investments and property from time to time representing
or derived from or to be applied in respect of item (ii) above
including, without limitation:
(A) all monies due or to become due with respect to Receivables
(including all Finance Charge Receivables) assigned to or held
on trust for the Receivables Trustee;
(B) all proceeds of such Receivables and Insurance Proceeds
relating to such Receivables;
(C) the right to receive the benefit of Acquired Interchange as
provided for in the RSA;
(D) monies deposited from time to time in the Trust Accounts; and
(E) the rights to any Enhancement with respect to any Investor
Beneficiary;
(iv) all rights vested by the Relevant Documents or by law in favour of
the Receivables Trustee by virtue of an Incorrect Withdrawal in
respect of monies representing Trust Property (as set out in (iii)
above);
(v) all representations, covenants, indemnities and other contractual
provisions in favour of the Receivables Trustee (other than any
such made or granted solely for its own benefit) made or granted in
or pursuant to any of the Relevant Documents and all rights to make
demands, bring proceeding or take any other action in respect
thereof;
(vi) all other property other than any amounts standing to the credit of
the bank account in Jersey referred to in Clause 7.13(b)(ii) of the
Receivables Trust Deed and Trust Cash Management Agreement which
may from time to time be held by or on behalf of South Gyle
Receivables Trustee Limited its capacity as Receivables Trustee;
and
(vii) all rights vested by law in the Receivables Trustee by virtue of
its holding the Trust Property (as set out in (i) to (vi) inclusive
above);
"TRUST SECTION 75 INDEMNITY" shall mean the agreement of even date
herewith between the Transferors and the Receivables Trustee in respect
of the Transferor Section 75 Liability (as amended from time to time) and
any subsequent agreement between an Additional
38
Transferor and the Receivables Trustee in respect of the Additional
Transferor Section 75 Liability;
"TRUSTEE ACQUISITION ACCOUNT" shall mean the account described in Clause
5.1(b)(i) of the Receivables Trust Deed and Trust Cash Management
Agreement;
"TRUSTEE COLLECTION ACCOUNT" shall mean the account described in Clause
15 of the RSA or any sub-account therefor or replacement thereof at any
Qualifying Institution outside the United Kingdom;
"TRUSTEE FEE" shall mean the meaning specified in Clause 7.16 of the
Receivables Trust Deed and Trust Cash Management Agreement;
"TRUSTEE PAYMENT AMOUNT" shall mean those amounts required to pay the
costs and expenses of the Receivables Trustee payable in accordance with
the provisions of Clause 7.15(a) of the Receivables Trust Deed and Trust
Cash Management Agreement;
"UNAVAILABLE PRINCIPAL COLLECTIONS" shall have the meaning specified in
Clause 3.2(c) of the Receivables Trust Deed and Trust Cash Management
Agreement;
"UNDIVIDED INTEREST" shall mean the proportional beneficial entitlement
of a Beneficiary in the Undivided Bare Trust which may be evidenced by a
Trust Certificate;
"UNDIVIDED BARE TRUST" shall have the meaning specified in Clause 2.1 of
the Receivables Trust Deed and Trust Cash Management Agreement;
"UNDIVIDED BARE TRUST PROPERTY" shall have the meaning specified in
Clause 2.1 of the Receivables Trust Deed and Trust Cash Management
Agreement;
"VAT" shall mean, and be construed as, a reference to value added tax as
imposed by VATA and related legislation including any similar tax which
may be imposed in place thereof from time to time;
"VATA" shall mean the Value Added Tax ▇▇▇ ▇▇▇▇; and
"ZERO BALANCE ACCOUNT" shall mean, for any date of determination, a
Designated Account specified by the Servicer or any Co-Servicer as an
Account which has had a nil balance of Receivables generated thereon or
outstanding thereunder for such period of time that the Servicer or Co-
Servicer (1) has identified such Account as a Zero Balance Account
pursuant to the Card Guidelines or the Servicer's or any Co-Servicer's
customary and usual servicing procedures, and (2) has removed or will
remove such Account from the Pool Index File and the Servicer's or any
Co-Servicer's computer master file of Accounts on such date.
39
2. PRINCIPLES OF INTERPRETATION AND CONSTRUCTION
2.1 KNOWLEDGE OF RBS CARDS
References in any Transaction Document to the expression "so far as RBS
Cards/the Servicer is aware" or "to the best of the knowledge,
information and belief of RBS Cards/the Servicer" or any similar
expression in respect of any matter shall be deemed to mean the actual
knowledge of senior officers of RBS Cards located at Edinburgh, together
with the knowledge which such persons could have had, had the relevant
company actually carried out the procedures regularly used by RBS Cards
in the day to day operation of their credit card business.
2.2 INTERPRETATION
Any reference in the Transaction Documents to:
a document being in an "AGREED FORM" means that the form of the document
in question has been agreed between the proposed parties thereto and that
a copy thereof has been signed for the purposes of identification by
▇▇▇▇▇▇▇▇ Chance Limited Liability Partnership;
"BOOK VALUE" means, in respect of any asset, the book value of such asset
as determined in accordance with the accounting practices of RBS Cards as
practised at the date of this Agreement;
"CONTINUING", in respect of an Loan Note Event of Default, shall be
construed as a reference to an Loan Note Event of Default which has not
been waived in accordance with the terms hereof;
a "HOLDING COMPANY" of a company or corporation shall be construed as a
reference to any company or corporation of which the first -mentioned
company or corporation is a subsidiary;
"INCLUDING" shall be construed as a reference to "INCLUDING WITHOUT
LIMITATION", such that any list of items or matters appearing after the
word "including" shall be deemed not to be an exhaustive list, but shall
be deemed rather to be a representative list, of those items or matters
forming a part of the category described prior to the word "including";
"INDEBTEDNESS" shall be construed so as to include any obligation
(whether incurred as principal or as surety) for the payment or repayment
of money, whether present or future, actual or contingent;
a "LAW" shall be construed as any law (including common or customary
law), statute, constitution, decree, judgement, treaty, regulation,
directive, bye-law, order or any other legislative measure of any
government, supranational, local government, statutory or regulatory body
or court;
a "MONTH" is a reference to a period starting on one day in a calendar
month and ending on the numerically corresponding day in the next
succeeding calendar month except that:
40
(a) if any such numerically corresponding day is not a Business Day,
such period shall end on the immediately succeeding Business Day to
occur in that next succeeding calendar month or, if none, it shall
end on the immediately preceding Business Day; and
(b) if there is no numerically corresponding day in that next
succeeding calendar month, that period shall end on the last
Business Day in that next succeeding calendar month,
(and references to "MONTHS" shall be construed accordingly);
a "PERSON" shall be construed as a reference to any person, firm,
company, corporation, government, state or agency of a state or any
association or partnership (whether or not having separate legal
personality) of two or more of the foregoing;
"REPAY", "REDEEM" and "PAY" shall each include both of the others and
"REPAID", "REPAYABLE" and "REPAYMENT", "REDEEMED", "REDEEMABLE" and
"REDEMPTION" and "PAID", "PAYABLE" and "PAYMENT" shall be construed
accordingly;
a "SUBSIDIARY" of a company or corporation means any other company or
corporation which is a "subsidiary undertaking" of such company or
corporation as defined pursuant to Section 736 Companies Act 1985 ;
a "SUCCESSOR" shall be construed so as to include an assignee or
successor in title of such party and any person who under the laws of its
jurisdiction of incorporation or domicile has assumed the rights and
obligations of such party under the relevant Transaction Document or to
which, under such laws, such rights and obligations have been
transferred;
"TAX" shall be construed so as to include any present or future tax,
levy, impost, duty, charge, fee, deduction or withholding of any nature
whatsoever (including any penalty or interest payable in connection with
any failure to pay or any delay in paying any of the same), and
"TAXATION", "TAXABLE" and comparable expressions shall be construed
accordingly;
a "WHOLLY-OWNED SUBSIDIARY" of a company or corporation shall be
construed as a reference to any company or corporation which has no other
members except that other company or corporation and that other company's
or corporation's wholly-owned subsidiaries or persons acting on behalf of
that other company or corporation or its wholly-owned subsidiaries; and
the "WINDING-UP", "DISSOLUTION" or "ADMINISTRATION" of a company or
corporation shall be construed so as to include any equivalent or
analogous proceedings under the law of the jurisdiction in which such
company or corporation is incorporated or any jurisdiction in which such
company or corporation carries on business including the seeking of
liquidation, winding-up, reorganisation, dissolution, administration,
arrangement, adjustment, protection or relief of debtors.
41
2.3 CURRENCY SYMBOLS
"[GBP]" and "STERLING " denote the lawful currency of the United Kingdom.
2.4 AGREEMENTS AND STATUTES
Any reference in this Agreement to:
(a) this Agreement, any Transaction Document or any other agreement or
document shall be construed as a reference to this Agreement, such
Transaction Document or, as the case may be, such other agreement
or document as the same may have been, or may from time to time be,
amended, varied, novated or supplemented; and
(c) a statute or treaty shall be construed as a reference to such
statute or treaty as the same may have been, or may from time to
time be, amended or, in the case of a statute, re-enacted.
2.5 HEADINGS
Clause and Schedule headings are for ease of reference only.
2.6 TIME
Any reference in this Agreement to a time of day shall, unless a contrary
indication appears, be a reference to London time.
2.7 AMENDMENTS
References in any Transaction Document to that or any other Transaction
Document, other agreement, deed or document (including this Master
Framework Agreement) shall be deemed also to refer to such Transaction
Document, agreement, deed or document as amended, supplemented, verified,
replaced or novated (in whole or in part) from time to time and to
agreements, deeds and documents executed pursuant thereto.
2.8 SCHEDULES
Any Schedule, Appendix or Exhibit annexed to a Transaction Document forms
part of such Transaction Document and shall have the same force and
effect as if set out in the body of such Transaction Document. Any
reference to a Transaction Document shall include any such Schedule,
Appendix or Exhibit.
2.9 Except as otherwise specified in a Schedule, reference to a "Paragraph"
in a Schedule shall be construed to be a reference to a Paragraph set out
in that Schedule.
2.10 Except as otherwise specified in any Transaction Document, reference to a
"Clause" or "Schedule" is, subject to any contrary indication, a
reference to a clause or a schedule of that Transaction Document.
2.11 HEADINGS
Headings in any Transaction Document are for ease of reference only.
42
2.12 ACCOUNTING TERMS
As used herein and in any certificate or other document made or delivered
pursuant hereto or thereto, accounting terms not defined in Paragraph 1
hereof, and accounting terms partially defined in Paragraph 1 hereof to
the extent not defined, shall have the respective meanings given to them
under generally accepted accounting principles in the United Kingdom. To
the extent that the definitions of accounting terms herein are
inconsistent with the meanings of such terms under generally accepted
accounting principles in the United Kingdom, the definitions contained in
Paragraph 1 hereof shall prevail.
2.13 NUMBER
In any Transaction Document, save where the context otherwise requires,
words importing the singular number include the plural and vice versa.
2.14 SUCCESSORS
Save where the context otherwise requires, references in any Transaction
Document to any party to the Transaction Documents shall include
references to its successors and assigns, whether in security or
otherwise, whomsoever.
43
SCHEDULE 2
COMMON TERMS
GENERAL LEGAL TERMS
1. FURTHER ASSURANCE
Each Transaction Party referred to as an "OBLIGOR" in any Transaction
Document shall (at such Transaction Party's cost) do and execute, or
arrange for the doing and executing of, each necessary act, document and
thing reasonably within its power and as may be reasonably requested of
it by the Transaction Party referred to as an "OBLIGEE" in such
Transaction Document to implement and/or give effect to such Transaction
Document and the transactions contemplated by it.
2. ENTIRE AGREEMENT
2.1 Transaction Documents and any document referred to in the Transaction
Documents constitute the entire agreement and understanding between the
Transaction Parties relating to the subject matter of the Transaction
Documents and sets out all the terms of any agreements, arrangements, and
transactions between the Transaction Parties. Except for the issue of the
Notes, none of such agreements, arrangements or transactions forms part
of a series of transactions involving any third parties.
2.2 Each Transaction Party agrees that:
2.2.1 it has not entered into any of the Transaction Documents in
reliance upon any representation, warranty or undertaking of
any other Transaction Party which is not expressly set out or
referred to in one of the Transaction Documents;
2.2.2 except in respect of an express warranty under any of the
Transaction Documents, it shall not have any claim or remedy in
respect of any misrepresentation (whether negligent or
otherwise, and whether made prior to or in any of the
Transaction documents) or untrue statement by any other
Transaction Party; and
2.2.3 this Clause 2 shall not exclude any liability for fraudulent
misrepresentation.
2.3 A Transaction Party is not liable to another Transaction Party (in
equity, contract or tort, under the ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ or in any
other way) for a representation that is not set out in any Transaction
Document or any document referred to in any Transaction Document.
2.4 Nothing in this Clause 2 shall have the effect of limiting or restricting
any liability of a Transaction Party arising as a result of any fraud.
3. SECURITY TRUSTEE PARTY TO TRANSACTION DOCUMENTS
3.1 Except where any Transaction Document provides otherwise, the Security
Trustee has agreed to become a party to the agreements set out in
Schedule 3 of each Loan Note
44
Supplement for the better preservation and enforcement of its rights
under such Transaction Documents and the Security Trust Deed but shall
not have any responsibility for any of the obligations of any of the
other parties thereto and the Transaction Parties party to such
Transaction Documents acknowledge the Security Trustee has no such
responsibilities.
4. CHANGE OF RECEIVABLES TRUSTEE OR SECURITY TRUSTEE
If there is any change in the identity of the Receivables Trustee or the
Security Trustee in accordance with the terms of the Receivables Trust
Deed and Trust Cash Management Agreement or the Security Trust Deed (as
the case may be), each of the Transaction Parties which is a party to a
Transaction Document with the Receivables Trustee or the Security Trustee
(as the case may be) shall execute such documents and take such action as
the new Receivables Trustee or the new Security Trustee (as the case may
be) and the outgoing Security Trustee, the outgoing Receivables Trustee
or the new Security Trustee (as the case may be) may reasonably require
for the purposes of vesting in the new Receivables Trustee or the new
Security Trustee (as the case may be) the benefit of such Transaction
Documents and the rights, powers and obligations of the Receivables
Trustee or the Security Trustee (as the case may be), and releasing the
outgoing Receivables Trustee or the outgoing Security Trustee (as the
case may be) from its future obligations under the relevant Transaction
Documents.
5. SERVICES NON-EXCLUSIVE
5.1 Non-Exclusivity
Subject to the provisions of the Transaction Documents, nothing in the
Transaction Documents shall prevent any Transaction Party from rendering
services similar to those provided for in the Transaction Documents to
other persons, firms or companies or from carrying on business similar to
or in competition with the business of the Transferors, the Loan Note
Issuer, the Receivables Trustee, the Trust Cash Manager, the Security
Trustee or the Servicers.
5.2 Existing Businesses
Nothing in the Transaction Documents shall prevent any party to the
Transaction Documents from carrying on its own business in the manner
which it thinks fit, unless, by so doing, it would render itself unable
to perform its obligations hereunder in the manner herein contemplated.
6. LIMITED RECOURSE; NON-PETITION
6.1 Each Transaction Party agrees with the Loan Note Issuer and the Security
Trustee to be bound by the terms of the Security Trust Deed and any
related Supplemental Security Trust Deed (and in particular that no
amount shall be payable by the Loan Note Issuer to it unless and until
all amounts required by the relevant Priority of Payments and the other
provisions of the Security Trust Deed and any Supplemental Security Trust
Deed to be paid or provided for in priority to that amount have been paid
or provided for in full).
45
6.2 Each Transaction Party agrees that only the Security Trustee may enforce
the security created by the Security Trust Deed and any Supplemental
Security Trust Deed and that the Transaction Party (apart from the Bank
of New York) shall not take any steps for the purpose of recovering any
of the amounts owing to it by the Receivables Trustee or the Loan Note
Issuer (as the case may be) or enforcing any rights arising under or in
connection with any of the Transaction Documents against the Receivables
Trustee or the Loan Note Issuer (as the case may be) or procuring the
winding-up, administration or liquidation of the Receivables Trustee or
the Loan Note Issuer (as the case may be) or any similar insolvency
procedure in any applicable jurisdiction in respect of any of its
liabilities.
6.3 If the resources available to the Receivables Trustee or the Loan Note
Issuer (as the case may be) at any time are insufficient to pay any
liability in full, after payment of all other liabilities ranking in
priority to it in accordance with the provisions of the Security Trust
Deed and any Supplemental Security Trust Deed, the Transaction Party to
which that liability is owed shall have no further claim against the
Receivables Trustee or the Loan Note Issuer (as the case may be) at that
time in respect of that unpaid amount and shall not then exercise any
remedies against the Receivables Trustee or the Loan Note Issuer (as the
case may be) in respect of that unpaid amount and the Receivables Trustee
or the Loan Note Issuer (as the case may be) shall not have any further
obligation with respect to that unpaid amount until and to the extent
that it has sufficient resources to pay it in accordance with this Clause
6.
6.4 Each Transaction Party (save for the Bank of New York) agrees with the
Receivables Trustee and the Loan Note Issuer and the Security Trustee
that if, whether in the liquidation of the Receivables Trustee or the
Loan Note Issuer (as the case may be) or otherwise (and notwithstanding
Clauses 6.1, 6.2 and 6.3), any amount is received by it in respect of any
liability owed to it by the Receivables Trustee or the Loan Note Issuer
(as the case may be) other than in accordance with the provisions of the
Security Trust Deed and any Supplemental Security Trust Deed, that amount
shall be received and held by it as trustee for the Security Trustee and
shall be paid over to the Security Trustee immediately upon receipt. This
Clause 6.4 shall have effect only to the extent that it does not
constitute or create and is not deemed to constitute or create any
Encumbrance or other security interest of any kind.
6.5 This Clause 6 shall not prevent any Transaction Party from proving in any
winding up of the Receivables Trustee or the Loan Note Issuer (as the
case may be) if, without breach by the Transaction Party of this Clause
6, the Receivables Trustee or the Loan Note Issuer (as the case may be)
goes into liquidation.
6.6 No recourse under any obligation, covenant, or agreement of the
Receivables Trustee or the Loan Note Issuer contained in the Transaction
Documents shall be exercised against any shareholder, officer or director
of the Receivables Trustee or the Loan Note Issuer (in whatever capacity)
as such, by the enforcement of any assessment or by any proceeding, by
virtue of any statute or otherwise; it being expressly agreed and
understood that the Transaction Documents are (to the extent to which
each of them is a party) corporate obligations of the Receivables Trustee
or the Loan Note Issuer (as the case may be) and no
46
liability shall attach to or be incurred by the shareholders, offices,
agents or directors of the Receivables Trustee or the Loan Note Issuer
(as the case may be) as such, or any of them, under or by reason of any
of the obligations, covenants or agreements of the Receivables Trustee or
the Loan Note Issuer (as the case may be) contained in the Transaction
Documents, or implied therefrom, and that any and all personal liability
for breaches by the Receivables Trustee or the Loan Note Issuer of any of
such obligations, covenants or agreements, either at law or by statute or
constitution, of every such shareholder, officer, agent or director is
hereby expressly waived by the other parties hereto as a condition of and
consideration for the execution of the Transaction Documents.
6.7 Each of the parties hereto hereby irrevocably undertakes and agrees that
it shall not, until the expiry of one year and one day after the payment
of all sums outstanding and owing under the latest maturing Associated
Debt take any corporate action or other steps or legal proceedings for
the winding-up, dissolution or re-organisation or for the appointment of
a receiver, administrator, administrative receiver, trustee, liquidator,
sequestrator or similar officer of the Receivables Trustee or, as the
case may be, the Loan Note Issuer or of any or all of the revenues and
assets of the Receivables Trustee or, as the case may be, the Loan Note
Issuer provided that nothing herein shall apply to the extent that it
hinders the Security Trustee from exercising its rights in relation to
enforcing the security afforded to it by the Loan Note Issuer.
7. OBLIGATIONS AS CORPORATE OBLIGATIONS
7.1 The parties to this Agreement, other than the Loan Note Issuer, shall not
have any liability for the obligations of the Loan Note Issuer under any
Loan Note and nothing in the Agreement shall constitute the giving of a
guarantee, indemnity or the assumption of a similar obligation by the
parties to this Agreement in respect of the performance by the Loan Note
Issuer of its obligations under any Loan Note.
8. AMENDMENT
8.1 A variation of any Transaction Document is valid only if it is in writing
and signed by or on behalf of each Transaction Party being a party to
such document.
9. EXERCISE OF RIGHTS AND REMEDIES
9.1 A failure to exercise or delay in exercising a right or remedy provided
by any Transaction Document or by law does not constitute a waiver of the
right or remedy or a waiver of other rights or remedies. No single or
partial exercise of a right or remedy provided by any Transaction
Document or by law prevents further exercise of the right or remedy or
the exercise of another right or remedy.
9.2 Except where any Transaction Document provides otherwise, the rights and
remedies contained in a Transaction Document are cumulative and not
exclusive of rights or remedies provided by law.
47
10. PARTIAL INVALIDITY
10.1 The invalidity, illegality or unenforceability of a provision of a
Transaction Document does not affect or impair the continuation in force
of the remainder of such Transaction Document.
11. NO PARTNERSHIP
11.1 Except where any Transaction Document provides otherwise, no provision of
any Transaction Document creates a partnership between any of the parties
or makes a Transaction Party the agent of another Transaction Party for
any purpose. Except where any Transaction Document provides otherwise, a
Transaction Party has no authority or power to bind, to contract in the
name of, or to create a liability for another Transaction Party in any
way or for any purpose.
12. CONTINUATION OF OBLIGATIONS
12.1 Except to the extent that they have been performed and except where any
Transaction Document provides otherwise, the warranties, representations,
indemnities, and obligations contained in any Transaction Document remain
in force after the date on which such Transaction Document becomes
effective.
13. ASSIGNMENT AND SUBCONTRACTING
13.1 Each Transaction Document shall be binding upon and enure to the benefit
of each Transaction Party hereto and its or any subsequent successors and
assigns.
13.2 Except where any Transaction Document provides otherwise, a Transaction
Party may not assign or transfer or purport to assign or transfer a right
or obligation under any Transaction Document to which it is a party.
13.3 Each Transaction Party is entering into each Transaction Document to
which it is a party for its benefit and not for the benefit of another
person save in the case of the Security Trustee and the Note Trustee or
unless expressly stated.
13.4 Except where any Transaction Document provides otherwise, a Transaction
Party may not subcontract the performance of any of its obligations under
a Transaction Document.
14. NOTICE OF ASSIGNMENT
Under the terms of the Security Trust Deed and any future Loan Note
Supplements, the Loan Note Issuer intends to assign by way of security
all its rights, title and interest in and to the documents set out in the
relevant schedule to the Loan Note Supplement for each Series. By
signature of this Master Framework Agreement, the other Transaction
Parties each hereby acknowledge and confirm that they have notice of such
assignments.
48
15. THIRD PARTY TRANSACTION RIGHTS
A person who is not a party to any Transaction Document has no right
under the Contract (Rights of Third Parties) ▇▇▇ ▇▇▇▇ to enforce any term
of any Transaction Document but this does not affect any right or remedy
of a third party which exists or is available apart from that Act.
16. CONFIDENTIALITY
Each Transaction Party agrees that during the Term and thereafter it
shall keep confidential and it will not disclose to any person, firm or
company whatsoever any information relating to the business, finances or
other matters of a confidential nature of any of the Transferors or any
Additional Transferor or the Loan Note Issuer (as the case may be) which
it may have obtained as a result of the execution of any Transaction
Document or of which it may otherwise have become possessed including,
without prejudice to the generality of the foregoing, any information
concerning the identity of any Obligor. The Transaction Parties shall use
all reasonable endeavours to prevent any such disclosure provided however
that the provisions of this clause shall not apply:
16.1.1 to the disclosure of any information to any person who is a
Transaction Party to any of the Transaction Documents insofar
as such disclosure is expressly permitted by the Transaction
Documents;
16.1.2 to the disclosure of any information already known to the
recipient otherwise than as a result of entering into any of
the Transaction Documents;
16.1.3 to the disclosure of any information subsequently received by
the recipient which it would otherwise be free to disclose;
16.1.4 to the disclosure of any information which is or becomes public
knowledge otherwise than as a result of the conduct of the
recipient;
16.1.5 to any extent that the recipient is required to disclose the
same pursuant to any law or order of any court or pursuant to
any direction, request or requirement (whether or not having
the force of law) of any central bank or any governmental or
other regulatory or taxation authority (including, without
limitation, the U.S. Securities and Exchange Commission, any
official bank examiners or regulators or The London Stock
Exchange);
16.1.6 to the extent that the recipient needs to disclose the same for
the exercise, protection or enforcement of any of its rights
under any of the Transaction Documents or, in the case of the
Security Trustee, for the purpose of discharging, in such
manner as it thinks fit, its duties or obligations under or in
connection with the Transaction Documents in each case to such
persons as require to be informed of such information for such
purposes;
49
16.1.7 to the extent that the recipient needs to disclose the same to
such of its employees as may be reasonably necessary or
desirable provided that before any such disclosure each
Transaction Party shall make such employees aware of its
obligations of confidentiality under this Agreement and shall
at all times procure compliance therewith by such employees;
16.1.8 to the disclosure of any information to professional advisers
who receive the same under a duty of confidentiality;
16.1.9 to the disclosure of any information with the consent of the
relevant Transaction Parties;
16.1.10 to the disclosure of any information disclosed to a prospective
substitute Trust Cash Manager or Co-Trust Cash Manager Servicer
or Co-Servicer (provided it is disclosed on the basis that the
recipient will hold it confidential);
16.1.11 to the disclosure of any information which any Rating Agency
may require to be disclosed to it or its professional advisers;
or
16.1.12 to the disclosure of any information which The Royal Bank of
Scotland plc may require to be disclosed to it or its
professional advisers.
17. NOTICES
17.1 COMMUNICATIONS IN WRITING
Except as specified in relation to a Transaction Document any notice
under or in connection with any Transaction Document (a "NOTICE"):
17.1.1 shall be in writing;
17.1.2 shall be in the English language or accompanied by a
translation thereof into English certified (by an officer of
the person making or delivering the same) as being a true and
accurate translation thereof; and
17.1.3 shall be delivered personally or sent by first class post (and
air mail if overseas) or by fax to the party due to receive the
Notice at its address set out in the Notices Details or to
another address, person, telex or fax number specified by that
party by not less than 7 days' written notice to the other
Transaction Parties received before the Notice was despatched.
17.2 Unless there is evidence that it was received earlier a Notice is deemed
given:
17.2.1 if delivered personally, when left at the relevant address
referred to in Notices Details;
17.2.2 if sent by post, except air mail, two Business Days after
posting it;
17.2.3 if sent by air mail, six Business Days after posting it; and
50
17.2.4 if sent by fax, on completion of its transmission/when
confirmation of its transmission has been recorded by the
sender's fax machine.
17.2.5 In this clause "Business Day" means a day other than a Saturday
or Sunday or a public holiday in either the country where the
Notice is posted or that to which it is sent.
18. COUNTERPARTS
Each Transaction Document may be executed in any number of counterparts,
all of which taken together shall constitute one and the same instrument.
19. VARIATION
No variation of this Agreement shall be effective unless it is in writing
and signed by (or by some person duly authorised by) each of the parties
hereto and the Rating Agencies have been notified of such variation.
20. WAIVER
No failure on the part of any party hereto to exercise, and no delay by
any such party in exercising, any right or remedy under this Agreement,
shall operate as a waiver thereof, nor shall any single or partial
exercise of any right or remedy preclude any other or further exercise
thereof or the exercise of any other right or remedy.
21. RIGHTS CUMULATIVE
The rights and remedies provided in this Agreement are cumulative and not
exclusive of any rights or remedies provided by law.
51
PAYMENT PROVISIONS
22. CALCULATIONS AND PAYMENTS
22.1 BASIS OF ACCRUAL
Any interest due by one Transaction Party to another under any
Transaction Document shall accrue from day to day and shall be calculated
on the basis of a year of 365 days (or, in any case where market practice
differs, in accordance with market practice) and the actual number of
days elapsed.
22.2 PRIMA FACIE EVIDENCE
In any legal action or proceeding arising out of or in connection with
any Transaction Document, the records maintained by the Servicer (and any
Co-Servicer) pursuant to the Beneficiaries Servicing Agreement and the
Trust Cash Manager or Co-Trust Cash Manager pursuant to the Receivables
Trust Deed and Trust Cash Management Agreement and by the Loan Note
Issuer pursuant to the Security Trust Deed shall be prima facie evidence
of the existence and amounts due by one Transaction Party to another or
to any third party.
22.3 CURRENCY INDEMNITY
If any sum (a "SUM") due from a Paying Transaction Party to a Receiving
Transaction Party under any Transaction Document or any order, judgment,
award or decision given or made in relation thereto has to be converted
from the currency (the "FIRST CURRENCY") in which such Sum is payable
into another currency (the "SECOND CURRENCY") for the purpose of:
22.3.1 making or filing a claim or proof against the Paying
Transaction Party; or
22.3.2 obtaining or enforcing an order, judgment, award or decision in
any court or other tribunal,
the Paying Transaction Party shall indemnify the Receiving Transaction
Party to whom such Sum is due from and against any loss suffered or
incurred as a result of any discrepancy between (a) the rate of exchange
used for such purpose to convert such Sum from the First Currency into
the Second Currency and (b) the rate or rates of exchange available to
such person at the time of receipt of such Sum.
22.4 CURRENCY OF ACCOUNT AND PAYMENT
Unless otherwise specified, Sterling is the currency of account and
payment for each and every sum at any time due from one Transaction Party
to another under the Transaction Documents, provided that each payment in
respect of costs and expenses in respect of a Transaction Document shall
be made in the currency in which the same were incurred.
22.5 PAYMENTS TO TRANSFERORS
52
On each date on which any Transaction Document requires an amount to be
paid by a Transaction Party to a Transferor or Additional Transferor,
such Transaction Party shall make the same available to such Transferor
or Additional Transferor for value on the due date at such time specified
in the relevant Transaction Document to the relevant proceeds account.
22.6 PAYMENTS TO THE LOAN NOTE ISSUER
On each date on which any Transaction Document requires an amount to be
paid by a Transaction Party to the Loan Note Issuer, such Transaction
Party shall make the same available to the Loan Note Issuer for value on
the due date at such time specified in the relevant Transaction Document
to the Account named in such Transaction Document.
22.7 PAYMENTS TO OTHER TRANSACTION PARTIES
On each date on which any Transaction Document requires an amount to be
paid by one Transaction Party to another Transaction Party, the Paying
Transaction Party shall make the same available to the other Transaction
Party for value on the due date at such time specified in the relevant
Transaction Document to the account specified in the relevant Transaction
Document.
22.8 NO SET-OFF
Except where a Transaction Document provides otherwise in respect of any
payment, all payments required to be made by any Transaction Party under
the Transaction Documents shall be calculated without reference to any
set-off or counterclaim and shall be made free and clear of and without
any deduction for or on account of any set-off or counterclaim.
22.9 BUSINESS DAYS
Any payment which is due to be made on a day that is not a Business Day
shall be made on the next Business Day in the same calendar month (if
there is one) or the preceding Business Day (if there is not).
22.10 RECTIFICATION
In the event that any amount paid pursuant to this Agreement shall be
determined (after consultation between the parties in good faith) to have
been incorrect, the parties hereto shall consult in good faith in order
to agree upon an appropriate method for rectifying such error so that the
amounts subsequently received and retained by all relevant parties are
those which they would have received and retained if no such error had
been made.
23. MATTERS RELATING TO TAX
23.1 All sums payable by the Receivables Trustee, the Loan Note Issuer, any
Investor Beneficiary to any Transaction Party pursuant to a Transaction
Document (except where such party is the Security Trustee) are inclusive
of any VAT which is chargeable on the supply or supplies for
53
which such sums (or any part thereof) are the whole or part of the
consideration for VAT purposes and section 89 of the VATA shall not apply
to affect the amount of such sums.
23.2 All sums payable by the Receivables Trustee, the Loan Note Issuer, any
Investor Beneficiary (each party being a "PAYER") to the Security Trustee
(the "PAYEE") pursuant to a Transaction Document are exclusive of any VAT
which is chargeable on the supply or supplies for which such sums (or any
part thereof) are the whole or part of the consideration for VAT
purposes. Where the Payee makes a supply to any Payer for VAT purposes
pursuant to any Transaction Document and VAT is or becomes chargeable on
such supply, the relevant Payer shall pay to the Payee (in addition to
any other consideration for such supply) a sum equal to the amount of
such VAT, such payment to be made no later than 2 Business Days before
the last day (as notified to the Payer in writing by the Payee) on which
the Payee can account to HM Revenue and Customs for such VAT without
incurring any interest or penalties.
23.3 All sums payable by the Security Trustee, RBS, RBSA, any Additional
Transferor, the Servicer or the Trust Cash Manager (each party being a
"PAYER") to any Transaction Party (the "PAYEE") pursuant to a Transaction
Document are exclusive of any VAT which is chargeable on the supply or
supplies for which such sums (or any part thereof) are the whole or part
of the consideration for VAT purposes. Where the Payee makes a supply to
any Payer for VAT purposes pursuant to any Transaction Document and VAT
is or becomes chargeable on such supply, the relevant Payer shall pay to
the Payee (in addition to any other consideration for such supply) a sum
equal to the amount of such VAT, such payment to be made no later than 2
Business Days before the last day (as notified to the Payer in writing by
the Payee) on which the Payee can account to HM Revenue and Customs for
such VAT without incurring any interest or penalties.
23.4 Any reference in any Transaction Document to any fee, cost, disbursement,
expense or liability incurred by any Transaction Party and in respect of
which such party is to be reimbursed (or indemnified) by any other person
or the amount of which is to be taken into account in any calculation or
computation shall, save where the context otherwise requires, include:
(i) where such Transaction Party is the Receivables Trustee, the Loan
Note Issuer, any Investor Beneficiary, a reference to such part of
such cost or expense as represents VAT; and
(ii) where such Transaction Party is RBS, RBSA, an Additional
Transferor, the Servicer or the Trust Cash Manager, a reference to
such part of such cost or expense as represents VAT save to the
extent that such Transaction Party is entitled to obtain credit or
repayment in respect of such VAT from H M Customs & Excise.
23.5 Any reference herein to a Transaction Party shall (where appropriate) be
deemed, at any time when such party is treated as a member of a group for
the purposes of section 43 of the VATA, to include a reference to the
representative member of such group.
54
23.6 Each of the Transferors agrees with the Loan Note Issuer and the Security
Trustee that it will not make an Offer after the Finance Date or make an
Offer in circumstances which would permit, if that Offer were to be
accepted, the execution of a written instrument evidencing the relevant
Transfer after the Finance Date unless, in either such case, prior to the
relevant Offer:
(i) RBS has, at its option:
(aa) provided to the Rating Agencies a legal opinion satisfactory
to each of them to the effect that stamp duty would not be
applicable to, or chargeable on, the relevant Transfer (or
Transfers generally) or on any written instrument which may
be, or may be required to be, executed in pursuance of the
relevant Transfer (or Transfer generally) or any written
instrument which may be, or may be required to be, executed in
pursuance of the relevant Transfer (or Transfers generally);
or
(bb) otherwise demonstrated to the satisfaction of the Rating
Agencies (whether by way of prior written confirmation from
the Inland Revenue or a combination of a legal opinion and
evidence of adjudication of prior Transfers or otherwise) that
stamp duty is not payable on the relevant Transfer (or
Transfers generally) or on any written instrument which may
be, or may be required to be, executed in pursuance of the
relevant Transfer (or Transfer generally); or
(cc) otherwise satisfied the Rating Agencies that the relevant
Transfer (or Transfers generally) and any written instruments
which may be, or may be required to be, executed in pursuance
of the relevant Transfer (or Transfers generally) will not
adversely affect the then current ratings of any Associated
Debt; or
(ii) there has been made available to the Loan Note Issuer in respect of
any contingent or prospective liability to stamp duty a reserve
fund sized in a manner satisfactory to the Rating Agencies having
regard to usual rating agency practice for UK credit card asset
backed securities transactions.
23.7 Neither RBS nor to its knowledge, without having made any enquiry, any
person connected with RBS for the purposes of section 767A of the Income
and Corporation Taxes ▇▇▇ ▇▇▇▇, has engaged, nor will engage, in any
course of conduct (whether by act, omission or otherwise) which RBS
reasonably expects to give rise to any actual liability of the Loan Note
Issuer under sections 767A or 767AA Income and Corporation Taxes ▇▇▇
▇▇▇▇.
24. PAYMENTS FREE OF WITHHOLDING, ETC.
24.1 Except where otherwise permitted by the Transaction Documents, a payment
made by the Paying Transaction Party to the Receiving Transaction Party
under any Transaction Document shall be made gross, free of any right of
counterclaim or set off and without
55
deduction or withholding of any kind, other than any deduction or
withholding required by law.
24.2 Except where otherwise permitted by the Transaction Documents, if a
payment under any Transaction Document is subject to a deduction or
withholding required by law, the sum due from the Paying Transaction
Party shall be increased to the extent necessary to ensure that, after
the making of any deduction or withholding, the Receiving Transaction
Party receives a sum equal to the sum it would have received had no
deduction or withholding been made.
24.3 Except where any Transaction Document provides otherwise, if a payment
under any Transaction Document is subject to Tax (excluding VAT and any
tax on profits), the Paying Transaction Party shall pay the Receiving
Transaction Party on demand the amount (after taking into account any Tax
payable in respect of the amount) necessary to ensure that the Receiving
Transaction Party receives and retains a net sum equal to the sum it
would have received had the payment not been subject to Tax.
24.4 In relation to any payment made under any Transaction Document, "PAYING
TRANSACTION PARTY" means the Transaction Party making the payment and
"RECEIVING TRANSACTION PARTY" means the Transaction Party receiving the
payment.
25. ECONOMIC AND MONETARY UNION
25.1 If the United Kingdom becomes a Participating Member State and as a
result the Bank of England recognises more than one currency or currency
unit as the lawful currency of the United Kingdom:
25.1.1 (unless prohibited by law) the Security Trustee may designate
(after consultation with the other Transaction Parties) which
currency or currency unit the obligations arising under the
Transaction Documents are to be denominated or payable in;
25.1.2 (unless prohibited by law) any translation from currency or
currency unit to another shall be at the official rate of
exchange recognised by the Bank of England for conversion,
rounded up or down by the Security Trustee (acting reasonably);
and
25.1.3 each Transaction Document shall be subject to such reasonable
changes of construction as the Security Trustee may specify
from time to time to be appropriate to reflect the adoption of
the euro in the United Kingdom and any relevant market
conventions or practices relating to the euro.
26. COSTS
Except where any Transaction Document provides otherwise, each
Transaction Party shall pay its own costs relating to the negotiation,
preparation, execution and implementation by it of each Transaction
Document and of each document referred to in it.
56
PART C -- GOVERNING LAW PROVISIONS
27. GOVERNING LAW
27.1 Unless otherwise specified, each Transaction Document and all matters
arising from or connected with it shall be governed by English law.
28. JURISDICTION
28.1 ENGLISH COURTS
Unless otherwise specified, the courts of England have exclusive
jurisdiction to settle any dispute (a "DISPUTE") arising out of or in
connection with any Transaction Document (including a dispute regarding
the existence, validity or termination of any Transaction Document or the
consequences of its nullity).
28.2 CONVENIENT FORUM
Unless otherwise specified, the parties agree that the courts of England
are the most appropriate and convenient courts to settle Disputes between
them and, accordingly, that they will not argue to the contrary.
28.3 NON-EXCLUSIVE JURISDICTION
This Clause 28 is for the benefit of the Security Trustee only. As a
result and notwithstanding Clause 28.1 (English Courts), it does not
prevent the Security Trustee from taking proceedings relating to a
Dispute ("PROCEEDINGS") in any other courts with jurisdiction. To the
extent allowed by law, the Security Trustee may take concurrent
Proceedings in any number of jurisdictions.
28.4 SERVICE OF PROCESS
Each Foreign Transaction Party agrees that the documents which start any
Proceedings and any other documents required to be served in relation to
those Proceedings may be served on it at its Process Service Agent. If
the appointment of the Process Service Agent ceases to be effective, the
relevant Foreign Transaction Party shall immediately appoint another
person in England to accept service of process on its behalf in England.
If the Foreign Transaction Party fails to do so (and such failure
continues for a period of not less than fourteen days), the Security
Trustee shall be entitled to appoint such a person by notice to such
Foreign Transaction Party. Nothing contained herein shall restrict the
right to serve process in any other manner allowed by law. This Clause
28.4 applies to Proceedings in England and to Proceedings elsewhere.
57
SCHEDULE 3
ELIGIBILITY CRITERIA
(b) Eligible Receivables
A Receivable will be an "ELIGIBLE RECEIVABLE" if it complies with the
following criteria as at: (i) in the case of Existing Receivables which
are the subject of the Initial Offer made by a Transferor or Additional
Transferor, the Pool Selection Date in respect of that Offer; or (ii) in
the case of any Existing Receivable which is the subject of any
Subsequent Offer made by a Transferor or Additional Transferor, the
Additional Selection Date with respect to that Offer; or (iii) in the
case of any Future Receivable, the Date of Processing with respect to the
transaction which gives rise to that Receivable or (if later) the
Additional Selection Date in respect of the Future Account on which that
Receivable has arisen:
(i) it has arisen under an Eligible Account;
(ii)
(a) it was originated in accordance with and is governed by a Card
Agreement (without waiver or amendment in any material respect
as to its governing law, its assignability or the disclosure of
information to persons who may assume rights under the Card
Agreement) and, in whole or in part, by the Consumer Credit ▇▇▇
▇▇▇▇, or else, if acquired by the relevant Transferor or
Additional Transferor, as the case may be, was originated in
all material respects in accordance with and is governed by
contractual terms not materially different from such Card
Agreement in relation to such matters and, in whole or in part,
by the Consumer Credit ▇▇▇ ▇▇▇▇;
(b) it was otherwise created and complies with all other applicable
laws;
(c) it was originated in accordance with the Card Guidelines; and
(d) it is not a Defaulted Receivable,
(iii) it is free and clear of any Encumbrances exercisable against any
Transferor, any Additional Transferor or the Receivables Trustee
arising under or through a Transferor or Additional Transferor (or
any of their respective Affiliates) and, to which, at the time of
its creation (or at the time of its acquisition by the relevant
Transferor or Additional Transferor if such Receivable was
originated by any person other than such Transferor or Additional
Transferor) and at all times thereafter, the relevant Transferor,
Additional Transferor or the Receivables Trustee had good and
marketable title;
(iv) it constitutes the legal, valid, and binding obligations of the
relevant Obligor, enforceable (except in the case of a Non-
Conforming Receivable) in accordance with the terms of the relevant
Card Agreement, subject to usual bankruptcy laws, other similar
laws affecting
58
creditors' rights, general equitable principles and other
limitations arising on enforcement in the jurisdiction of the
relevant Obligor; and
(v) it is not currently subject to any right of rescission, defence,
dispute, set-off, counterclaim or enforcement order.
59
ELIGIBLE ACCOUNTS
An Account will be an "Eligible Account" if, as at the beginning of the day on
the Pool Selection Date (in the case of the first Offer) or the related
Additional Selection Date (in the case of any subsequent Offer), as applicable,
it is an Account:
(i) where the Obligor is not a company or partnership for the purposes of
Section 349(2) of the Income and Corporation Taxes ▇▇▇ ▇▇▇▇;
(ii) which was in existence and maintained with the Transferor or relevant
Additional Transferor prior to or at the time of its designation as a
Designated Account;
(iii) which is payable in pounds sterling or the lawful currency of a Permitted
Additional Jurisdiction (where the Account is in a Permitted Additional
Jurisdiction);
(iv) which is governed by a Card Agreement as amended from time to time
(provided that no amendments may be made to terms and conditions relating
to the governing law of the agreement, the assignability thereof or the
ability of the relevant Transferor or relevant Additional Transferor to
provide information regarding Obligors to any person assuming such
Transferor's or Additional Transferor's rights under the agreement) or
else, if acquired by the relevant Transferor or Additional Transferor, is
governed by contractual terms not materially different from such Card
Agreement in relation to such matters;
(v) which is governed in whole or in part by the Consumer Credit ▇▇▇ ▇▇▇▇ and
creates legal, valid and binding obligations between the Transferor or
relevant Additional Transferor and the relevant Obligor, and, except in
the case of an Non-Conforming Account, is enforceable against the
relevant Obligor in accordance with the Card Agreement and the Consumer
Credit ▇▇▇ ▇▇▇▇, subject to applicable bankruptcy laws, other similar
laws affecting creditors' rights, general equitable principles and other
limitations on enforcement in the jurisdiction of the relevant Obligor
and was otherwise created and complies with all other applicable laws;
(vi) where the Obligor's most recent billing address is located in either:
(a) England, Wales, Scotland, Northern Ireland or in a Permitted
Additional Jurisdiction; or
(b) a Restricted Additional Jurisdiction, provided that the balance of
the Receivables in such Account, when added to the aggregate
balance of Receivables in any other Designated Accounts located in
a Restricted Additional Jurisdiction (including any Existing
Receivables comprised in the same Offer as the Receivables in the
Account in respect of which this representation is being made)
would not cause the aggregate balance of all Receivables in
Designated Accounts located in Restricted Additional Jurisdictions
to exceed 5 per cent. of the total aggregate balance of Receivables
in the Securitised Portfolio;
60
(vii) which has not been classified by the relevant Transferor or Additional
Transferor as counterfeit, cancelled, fraudulent, stolen or lost;
(viii) which has been originated or purchased by the relevant Transferor or
Additional Transferor;
(ix) which has been operated in all material respects in accordance with the
relevant Transferor's or Additional Transferor's Card Guidelines; and
(x) the Receivables in respect of which have not been charged-off by the
relevant Transferor or Additional Transferor.
PROVIDED, HOWEVER, that notwithstanding (i) to (x) above an Account will be an
Eligible Account if the Transferor or, as the case may be, the Additional
Transferor and the Receivables Trustee have been notified that such Account (or
each Account with such characteristics) has been approved by each Rating Agency
as an Eligible Account.
61
SCHEDULE 4
REPRESENTATIONS AND WARRANTIES
(A) REPRESENTATIONS OF THE TRANSFERORS AND EACH ADDITIONAL TRANSFEROR
PURSUANT TO THE RECEIVABLES SECURITISATION AGREEMENT
PART 1
REPRESENTATIONS OF THE TRANSFERORS AND EACH ADDITIONAL TRANSFEROR AS TO MATTERS
OF LAW
1. ORGANISATION: It is a corporation duly organised under the laws of
Scotland or England with full corporate power, authority and legal right
to own its assets and conduct its business as such assets are presently
owned and its business is presently conducted and with power to enter
into this Agreement and other Relevant Documents to which it is expressed
to be a party and each assignment or declaration of trust to be entered
into by it in respect of any Receivables assigned or held on trust or
scheduled to be assigned or held on trust and to exercise its rights and
perform its obligations thereunder and all corporate and other action
required to authorise its execution of each Relevant Document and each
such assignment or holding on trust and its performance of its
obligations thereunder has been duly taken or will be taken prior to the
execution of such Relevant Document, assignment or declaration of trust
(as the case may be).
2. DUE AUTHORISATION: All acts, conditions and things required to be done,
fulfilled and performed in order (a) to enable it lawfully to enter into,
exercise its rights under and perform and comply with the obligations
expressed to be assumed by it in each Relevant Document or in any such
assignment or declaration of trust, (b) to ensure that the obligations
expressed to be assumed by it in each Relevant Document or in any such
assignment or declaration of trust are legal, valid and binding on it and
(c) to make each Relevant Document and each such assignment or
declaration of trust admissible in evidence in England have been done,
fulfilled and performed or will be done, fulfilled or performed prior to
the execution of such Relevant Document, assignment or declaration of
trust (as the case may be) save for the payment of stamp duty in respect
of any such instrument under Requirement of Law.
3. NO VIOLATION: The execution of each Relevant Document by it and each
assignment or declaration of trust to be entered into by it in respect of
any Receivables assigned or held on trust or scheduled to be assigned or
held on trust in the manner contemplated and the exercise of its rights
and the performance of its obligations in any such assignment or holding
on trust will not conflict with or violate any applicable law.
4. DOCUMENTARY REQUIREMENTS: Under the laws of England in force as at the
date of making this representation, it is not necessary that each
Relevant Document or any such assignment or declaration of trust be
filed, recorded or enrolled with any court or other authority in England
or that any stamp, registration or similar tax be paid on or in relation
to each Relevant
62
Document or any such assignment or declaration of trust, save for the
payment of stamp duty on any such instrument under any applicable law.
5. BINDING OBLIGATIONS: The obligations expressed to be assumed by it in
each Relevant Document and in each such assignment or declaration of
trust are legal and valid obligations binding on it and enforceable
against it in accordance with its terms (or will be so upon execution of
each such Relevant Document or each such assignment or declaration of
trust), subject to applicable bankruptcy laws, other similar laws
affecting creditors' rights, general equitable principles, other
limitations on enforcement in the jurisdiction of the Obligor, and any
qualifications contained in the legal opinions given by ▇▇▇▇▇▇▇▇ Chance
Limited Liability Partnership and Dundas & ▇▇▇▇▇▇ ▇▇ LLP of even date
herewith.
6. ALL CONSENTS REQUIRED: All approvals, authorisations, consents, orders or
other actions of any person or of any governmental or regulatory body or
official required by it in connection with the execution and delivery of
each Relevant Document and/or the assignment of or declaration of trust
over Receivables in the manner contemplated herein or therein, the
performance of the transactions contemplated by each Relevant Document
and the fulfilment of the terms thereof have been obtained.
63
PART 2
REPRESENTATIONS OF THE TRANSFERORS AND EACH ADDITIONAL TRANSFEROR AS TO MATTERS
OF FACT
1. NO PROCEEDINGS: There are no proceedings or investigations commenced or,
to the best of its knowledge, pending or threatened against the relevant
Transferor or Additional Transferor before any Court, regulatory body,
arbitral tribunal or public or administrative body or agency (i)
asserting the invalidity of any Relevant Document or of any assignment or
declaration of trust made in the manner therein contemplated; (ii)
seeking to prevent the entering into of any such assignment or
declaration of trust or of any of the transactions contemplated by any
Relevant Document; (iii) seeking any determination or ruling that, in
such Transferor's or Additional Transferor's reasonable opinion, would
materially and adversely affect the performance by it of its obligations
under any Relevant Document; or (iv) seeking any determination or ruling
that would materially and adversely affect the validity or enforceability
of any Relevant Document or any assignment of or declaration of trust
over Receivables to be made in the manner therein contemplated.
2. NO CONFLICT: The execution of any Relevant Document or the assignment of
or declaration of trust over any Receivables in the manner therein
contemplated and the exercise by the relevant Transferor or Additional
Transferor of its rights and the performance of its obligations
thereunder with regard to such Receivables will not conflict with, result
in any breach of the material terms and provisions of, or constitute a
material default under, any agreement, indenture, contract, mortgage,
deed of charge or other instrument to which it is a party or by which it
or any of its assets is otherwise bound.
3. DUE QUALIFICATION: All licences, approvals, authorisations and consents
which may be reasonably considered to be necessary in connection with the
performance of its credit card business and in particular any applicable
licences under the Consumer Credit ▇▇▇ ▇▇▇▇ and the Data Protection Act
1984 have been obtained and remain in force in all material respects.
4. TAX RESIDENCE: The relevant Transferor or, as the case may be, Additional
Transferor is resident for tax purposes in the United Kingdom and, in the
case of RBS, it is a bank as defined for the purpose of Section 349(3) of
the Income and Corporation Taxes ▇▇▇ ▇▇▇▇.
5. VAT GROUP AND PLACE OF BELONGING: RBS and RBSA are treated as members of
the same group for the purposes of section 43 of the VATA, and the
representative member of such group is Group plc, which belongs in the UK
in relation to all supplies of services made or received by it in
connection with the transactions contemplated by the Transaction
Documents regardless of whether such services are provided by or to RBS
(in its capacities as Transferor, Trust Cash Manager and Servicer) or
RBSA (in its capacity as Transferor).
64
PART 3
REPRESENTATIONS OF THE TRANSFERORS AND EACH ADDITIONAL TRANSFEROR RELATING TO
RECEIVABLES
1. ELIGIBILITY: Unless identified as an Ineligible Receivable, each Existing
Receivable which is a Principal Receivable offered to the Receivables
Trustee is, at the Pool Selection Date (in the case of the Initial Offer)
or the relevant Additional Selection Date (in the case of a Subsequent
Offer) relating thereto, an Eligible Receivable and has arisen from an
Eligible Account in the amount specified in the Offer. Unless specified
otherwise in any Daily Activity Report provided to the Receivables
Trustee by the relevant Transferor or, as the case may be, Additional
Transferor pursuant to Schedule 5 (A) hereto, each Future Receivable
which is a Principal Receivable and each Principal Receivable arising on
a Future Account is on the relevant Date of Processing an Eligible
Receivable and has arisen from an Eligible Account in the amount
specified in such Daily Activity Report; and each Principal Receivable
arising on a Future Account is an Eligible Receivable on its Date of
Processing or (if later) the Additional Selection Date in respect of the
Future Account on which that Receivable has arisen.
2. ASSIGNMENT EFFECTIVE: The assignment of or declaration of trust over each
Receivable the subject of an Offer will be effective to pass to the
Receivables Trustee good and marketable title thereto or, in the case of
Scottish Receivables, the beneficial interest in good and marketable
title thereto and the benefit thereof (including in such context, any
Collections and other rights in connection therewith such as related
guarantees and Insurance Proceeds) free of any Encumbrances in favour of
any person claiming through or under the relevant Transferor or, as the
case may be, Additional Transferor or any of its Affiliates to the
Receivables Trustee and, subject to any limitations arising on
enforcement in the jurisdiction of the relevant Obligor, no further act,
condition or thing will be required to be done in connection therewith to
enable the Receivables Trustee to require payment of any such Receivable
or to enforce any such right in the courts of England and Wales, Scotland
or Northern Ireland or any Additional Jurisdiction without the
participation of the Transferor other than:
(1) the payment of any applicable United Kingdom stamp duty;
(2) the execution of a Scottish Assignation; and
(3) the giving of a Notice of Assignment and taking any other necessary
action for perfection of legal title with respect to non-Scottish
Receivables.
3. COMPLIANCE: The assignment of or declaration of trust over each
Receivable the subject of an Offer is in compliance with Requirements of
Law applicable to the relevant Transferor or, as the case may be, the
Additional Transferor on the date of such assignment or declaration of
trust.
4. TITLE TO DESIGNATED ACCOUNTS: Each of the Transferors is the person in
whom the legal title to the Designated Accounts is held.
5. NON-CONFORMING RECEIVABLES: No more than 1% of the aggregate Principal
Receivables owned by (or to be owned by, should the relevant Initial
Offer or Subsequent Offer be accepted) the Receivables Trustee are, at
the Pool Selection Date (in the case of the Initial
65
Offer) or the relevant Additional Selection Date (in the case of a
Subsequent Offer) relating thereto, Non-Conforming Receivables.
66
(B) REPRESENTATIONS AND WARRANTIES OF THE SERVICER AND ANY CO-SERVICER
PURSUANT TO THE BENEFICIARIES SERVICING AGREEMENT
(i) RBS Cards, in its capacity as initial Servicer hereby makes, (ii) any Co-
Servicer, by its appointment pursuant to the relevant Accession Notice, shall
be deemed to make, and (iii) any Successor Servicer by its appointment under
the Beneficiaries Servicing Agreement shall make, (in the case of (ii) and
(iii) with appropriate modifications to reflect the Co-Servicer's or Successor
Servicer's organisation), the following representations and warranties on which
the Beneficiaries have relied in appointing RBS Cards, a division of The Royal
Bank of Scotland plc as the initial Servicer and, whenever appropriate, any Co-
Servicer or Successor Servicer.
1. ORGANISATION It is a corporation duly incorporated under the laws of
Scotland or England with full corporate power, authority and legal right
to own its assets and conduct its business as such assets are presently
owned and its business as presently conducted and with power to enter
into the Relevant Documents to which it is a party in its capacity as
Servicer and to exercise its rights and perform its obligations
thereunder in such capacity and all corporate and other action required
to authorise its execution of each such Relevant Document and its
performance of its obligations thereunder in such capacity has been duly
taken.
2. DUE AUTHORISATION All acts, conditions and things required to be done,
fulfilled and performed in order (i) to enable it lawfully to enter into,
exercise its rights under and perform and comply with the obligations
expressed to be assumed by it in its capacity as Servicer in each
Relevant Document to which it is a party, (ii) to ensure that the
obligations expressed to be assumed by it in such capacity in each such
Relevant Document are legal, valid and binding on it and (iii) to make
each such Relevant Document and each such or declaration of trust
assignment admissible in evidence in England have been done, fulfilled
and performed save for the payment of stamp duty in the United Kingdom in
respect of any such instrument under any applicable law.
3. NO VIOLATION The execution and delivery of each Relevant Document to
which it is party by the Servicer and, if applicable, any Co-Servicer and
the exercise of its rights and the performance of its obligations
thereunder in such capacity will not conflict with or violate any
Requirement of Law.
4. BINDING OBLIGATION The obligations expressly to be assumed by it in each
Relevant Document to which it is party are legal and valid obligations
binding on it and enforceable against it in accordance with its terms,
subject to applicable bankruptcy laws, other similar laws affecting
creditors' rights, general equitable principles and other limitations on
enforcement in the jurisdiction of an Obligor.
5. NO PROCEEDINGS There are no proceedings or investigations pending or, to
the best of its knowledge threatened against it before any court,
regulatory body, arbitral tribunal or public or administrative body or
agency (i) asserting the invalidity of any Relevant Document to which it
is party; (ii) seeking to prevent the entering into of any of the
transactions
67
contemplated by any Relevant Document; (iii) seeking any determination or
ruling that, in the reasonable opinion of the Servicer, would materially
and adversely affect the performance by it of its obligations under any
Relevant Document to which it is party; or (iv) seeking any determination
or ruling that would materially and adversely affect the validity or
enforceability of any Relevant Document to which it is party.
6. NO CONFLICT The execution and delivery of each Relevant Document to which
it is party and the exercise by the Servicer and any Co-Servicer of its
rights and the performance of its obligations thereunder will not
conflict with, result in any breach of the material terms and provisions
of, or constitute (with or without notice or lapse of time or both) a
material default under, any agreement, indenture, contract, mortgage,
trust deed or other instrument to which it is a party or by which it or
any of its assets is otherwise bound.
68
(C) REPRESENTATIONS AND WARRANTIES OF THE RECEIVABLES TRUSTEE PURSUANT TO THE
RECEIVABLES TRUST DEED AND TRUST CASH MANAGEMENT AGREEMENT
The Receivables Trustee represents and warrants to RBS as Trust Cash Manager
and Transferor Beneficiary, to RBSA as Transferor Beneficiary, to each
Additional Transferor, and to RBS Cards Securitisation Funding Limited as
Investor Beneficiary on the date hereof and on each Acquisition Date that:
(i) it has full power, authority and right to execute, deliver and perform
the Receivables Trust Deed and Trust Cash Management Agreement and each
Relevant Document, and has taken all necessary action to authorise the
execution, delivery and performance by it of the Receivables Trust and
Trust Cash Management Agreement and each Relevant Document; and
(ii) each of the Receivables Trust Deed and Trust Cash Management Agreement
and each Relevant Document has been duly executed and delivered by it.
69
SCHEDULE 5
COVENANTS
(A) COVENANTS OF THE TRANSFERORS AND EACH ADDITIONAL TRANSFEROR PURSUANT TO
THE RECEIVABLES SECURITISATION AGREEMENT
1. Each Transferor and Additional Transferor shall:
1.1 pay to the Receivables Trustee by payment to the Trustee Collection
Account all payments received by such Transferor or, as the case may be,
such Additional Transferor in respect of Receivables on Designated
Accounts as soon as practicable after receipt thereof by such Transferor
or Additional Transferor;
1.2 notify the Receivables Trustee of the existence of any Encumbrance on any
Receivable on a Designated Account and defend, at its own expense, the
right, title and interest of the Receivables Trustee in, to and under the
Receivables on Designated Accounts, whether now existing or hereafter
created, against all claims of third parties claiming through or under
such Transferor or, as the case may be, Additional Transferor; and
1.3 comply with and perform its obligations under the Card Agreement relating
to the Designated Accounts and the Card Guidelines and all applicable
rules and regulations of MasterCard International Inc. and its
subsidiaries, if any, and VISA International, Inc. and its subsidiaries,
if any, except insofar as any failure to comply or perform would not have
a Material Adverse Effect.
2. Each Transferor and each Additional Transferor shall prepare and maintain
a daily activity report (the "DAILY ACTIVITY REPORT") in connection with
the payment required under Clause 5.2 of the RSA which shall specify with
reference to the Designated Accounts of such Transferor or, as the case
may be, Additional Transferor (on an aggregate basis) in respect of the
date specified in such Daily Activity Report:
2.1 the outstanding balance of the Future Receivables which have arisen and
which have automatically been assigned in equity to or held on trust for
the Receivables Trustee since the previous Daily Activity Report and
which are Eligible Receivables;
2.2 the Outstanding Face Amount of the Principal Receivables which are
Eligible Receivables and the amount of the Finance Charge Receivables
comprised in such Eligible Receivables; and
2.3 the outstanding balance of Future Receivables which have arisen and which
have automatically been assigned in equity to or held on trust for the
Receivables Trustee since the previous Daily Activity Report and which
are Ineligible Receivables,
PROVIDED, HOWEVER, that each Transferor and, upon its accession hereunder
each Additional Transferor agrees to deliver such Daily Activity Report
to the Receivables Trustee within
70
three Business Days (or such other period as may otherwise be agreed)
after the Receivables Trustee may at any time request.
3. No Transferor or Additional Transferor shall :
3.1 sell, assign, convey, transfer, lease, pledge or otherwise dispose (or
purport to do so) of any Receivable (whether now existing or hereafter
created) under a Designated Account to any person other than the
Receivables Trustee; or
3.2 grant, create, incur, assume or suffer to exist any Encumbrance or
purport to do so over any Receivable (whether now existing or hereafter
created) under a Designated Account or any interest therein; or
3.3 consolidate with or merge into any other corporation or convey or
transfer its properties and assets substantially as an entirety to any
Person unless:
(a) the corporation formed by such consolidation or into which such
Transferor or Additional Transferor is merged or the Person
which acquires by conveyance or transfer the properties and
assets of such Transferor or Additional Transferor
substantially as an entirety, shall expressly assume, by an
agreement supplemental hereto, executed and delivered to the
Receivables Trustee in form satisfactory to the Receivables
Trustee, the performance of the obligations of such Transferor
or Additional Transferor hereunder (to the extent that any
right, covenant or obligation of such Transferor or Additional
Transferor, as applicable hereunder, is inapplicable to the
successor entity, such successor entity shall be subject to
such covenant or obligation, or benefit from such right, as
would apply, to the extent practicable, to such successor
entity) and such Transferor or Additional Transferor shall also
execute such documents as are necessary for such person to
become a Transferor Beneficiary as contemplated in the
Receivables Trust Deed and Trust Cash Management Agreement;
(b) such Transferor or Additional Transferor shall have delivered
to the Receivables Trustee an Officer's Certificate of such
Transferor or Additional Transferor stating that such
consolidation, merger, conveyance or transfer and such
supplemental agreement comply with this Paragraph 3.3, and that
all documentation referred to in (a) above and any conditions
precedent specified in such documentation have been complied
with, and an Opinion of Counsel that such supplemental
agreement is legal, valid, binding and enforceable;
(c) such Transferor or Additional Transferor shall have delivered
to the Receivables Trustee confirmation from each Rating Agency
currently rating any Associated Debt that such consolidation,
merger, conveyance or transfer will not result in the
withdrawal or reduction in the then current rating of such
Associated Debt;
71
3.4 disclose the name or address of any Obligor to any Person seeking to
enforce a claim against such Transferor or Additional Transferor or
otherwise in breach of its obligations of confidentiality to any Obligor,
except pursuant to any Requirement of Law;
3.5 seek in the future to include in any Offer or otherwise to transfer to
the Receivables Trustee any NatWest Branded Receivables unless the
Receivables Trustee has received written confirmation from each Rating
Agency that such inclusion or transfer will not result in the reduction
or withdrawal of the then current rating of any debt securities secured
directly or indirectly on the Receivables of the Receivables Trust.
4. Subject to Paragraph 5 hereof, each Transferor and Additional Transferor
may from time to time amend the standard form terms and conditions of its
Card Agreements (other than the terms and conditions which relate to the
matters referred to in paragraph (iv) of the criteria for Eligible
Accounts set out in Part B of Schedule 3) or its Card Guidelines in any
respect (including, without limitation, reducing or increasing the amount
of any required minimum monthly payment or amending the calculation of
the amount or the timing of charge-offs and the Periodic Finance Charges
and other fees assessed thereon), PROVIDED, HOWEVER, that no such
amendment may be made if:
4.1 in the reasonable belief of such Transferor or Additional Transferor,
such amendment would cause a Pay Out Event; and
4.2 such amendment is not also applied to any comparable segment of Accounts
which are owned and serviced by such Transferor or Additional Transferor
which have characteristics equivalent or substantially similar to, the
Designated Accounts (except as otherwise restricted by an endorsement,
sponsorship or other agreement between such Transferor or Additional
Transferor and an unrelated third party or by the terms of the relevant
Card Agreements); and
4.3 the effect of such amendment would be to reduce or release any amount
owed by any Obligor in respect of any Receivable in a Designated Account
which is in existence at the time when such amendment is made provided,
however, that the foregoing restriction shall not prevent the Servicer
from waiving any fee owed by an Obligor if such waiver is permitted under
the Card Guidelines.
5. Each Transferor and Additional Transferor upon its accession hereby
agrees that, except as otherwise required by any Requirement of Law or as
may be determined by such Transferor or Additional Transferor to be
necessary or in its best interests in order to maintain its credit card
business (such determination being based on a good-faith assessment by
such Transferor or Additional Transferor, in its sole discretion, of the
nature of competition in the credit card business in the United Kingdom
as a whole, or, as the case may be, in respect of Accounts relating to an
Additional Jurisdiction, of the nature of competition in the credit card
business in such Additional Jurisdiction as a whole), it shall not at any
time reduce the Periodic Finance Charges assessed on Receivables existing
or arising under any Designated Account or other fees on any Designated
Account if, as a result of such reduction, such
72
Transferor's or Additional Transferor's reasonable expectation of the
Portfolio Yield (as defined in each Series Supplement) as of such date
would be less than the then Expense Rate (as defined in each Series
Supplement).
73
(B) COVENANTS OF THE SERVICER AND ANY CO-SERVICER PURSUANT TO THE
BENEFICIARIES SERVICING AGREEMENT
The Servicer and any Co-Servicer covenants with the Beneficiaries that:
1. COMPLIANCE WITH REQUIREMENTS OF LAW
The Servicer and any Co-Servicer shall duly satisfy all obligations on
its part to be fulfilled under or in connection with each Receivable and
each Designated Account, will maintain in effect all qualifications
required under Requirements of Law in order to service properly each
Receivable and each Designated Account and will comply in all material
respects with all other Requirements of Law in connection with servicing
each Receivable and each Designated Account the failure to comply with
which would have a Material Adverse Effect on the interests of any
Investor Beneficiary or a Material Adverse Effect on the interests of any
Enhancement Provider.
2. ANNUAL INDEPENDENT AUDITORS' SERVICING REPORT
2.1 On or before 31 December of each calendar year following the execution of
this Agreement the Servicer or, if applicable, any Co-Servicer shall
cause a firm of internationally recognised independent auditors (which
may also render other services to the Servicer or Co-Servicer or any
Transferor or Additional Transferor) to furnish a report to the Investor
Beneficiaries, any Enhancement Provider and each Rating Agency to the
effect that:
(a) such firm has made a study and evaluation, in accordance with
generally accepted auditing standards in the United Kingdom, of
the Servicer's and any Co-Servicer's internal accounting
controls relating to the servicing of Designated Accounts under
the Beneficiaries Servicing Agreement; and
(b) on the basis of such study and evaluation, such firm is of the
opinion (assuming the accuracy of any reports generated by the
Servicer or the Co-Servicer or the Servicer's and any Co-
Servicer's third party agents on its behalf relating to (in
particular but without limitation) the matters referred to in
Clause 2.1.4(c) of the Beneficiaries Servicing Agreement) that
the system of internal accounting controls in effect on the
date specified in such report, relating to servicing procedures
performed by the Servicer and any Co-Servicer, taken as a
whole, was sufficient for the prevention and detection of
errors and irregularities in amounts that would be material to
the financial statements relating to the Receivables prepared
by the Servicer or Co-Servicer; and
(c) such servicing was conducted in compliance with the provisions
of the Beneficiaries Servicing Agreement during the period
covered by such report (which shall be the period from 1
January of the preceding calendar year to
74
and including 31 December of such calendar year, or for the
initial period, from the Closing Date until 31 December 2000),
except for such exceptions, errors or irregularities as such
firm shall believe to be immaterial to the financial statements
of the Servicer or Co-Servicer and such other exceptions,
errors or irregularities as shall be set forth in such report.
2.2 On or before 31 December of each calendar year following the execution of
this Agreement, the Servicer or, if applicable, any Co-Servicer shall
cause a firm of internationally recognised independent auditors (who may
also render other services to the Servicer, any Co-Servicer, any
Transferor or Additional Transferor) to furnish a report, prepared using
generally accepted auditing standards in the United Kingdom to the
Investor Beneficiaries and each Rating Agency to the effect that:
(a) they have compared the mathematical calculations of each amount
set forth in the Monthly Trust Cash Manager's Reports forwarded
by the Trust Cash Manager or a Co-Trust Cash Manager pursuant
to Clause 9.5(b) of the Receivables Trust Deed and Trust Cash
Management Agreement during the period covered by such report
(which shall be the period from 1 January of the preceding
calendar year to and including 31 December of such calendar
year, or for the initial period, from the Initial Closing Date
until 31 December 2000) with the Servicer's or, if applicable,
any Co-Servicer's computer reports which were the source of
such amounts; and
(b) on the basis of such comparison, such firm is of the opinion
that such amounts are in agreement, except for such exceptions
as it believes to be immaterial to the financial statements of
the Servicer or Co-Servicer and such other exceptions as shall
be set forth in such report.
Unless otherwise provided with respect to any Series in a related
Supplement, any Investor Beneficiary may obtain a further copy of each
report prepared under this Paragraph 2 by a request in writing to the
Servicer or, if applicable, any Co-Servicer pursuant to paragraph A.16 of
Schedule 2 of this Agreement.
3. NON-CONFORMING RECEIVABLES
The Servicer and any Co-Servicer shall inform the Beneficiaries of the
existence of any Non-Conforming Receivables and corresponding Non-
Conforming Accounts on the Redesignation Date.
4. NOTICES TO RBS CARDS AND ANY CO-SERVICER
In the event that RBS Cards and any Co-Servicer are no longer acting as
Servicer and Co-Servicer respectively, any Successor Servicer appointed
pursuant to Clause 4.5 of the Beneficiaries Servicing Agreement shall
deliver or make available to the Transferors and each Additional
Transferor each certificate and report required to be prepared, forwarded
or delivered thereafter pursuant to paragraph 2 above.
75
5. MAINTENANCE OF INSURANCE:
it shall maintain insurance coverage against losses through wrongdoing of
its officers and employees who are involved in the servicing of credit
card receivables covering such actions and in such amounts as it believes
to be reasonable from time to time.
6. TRANSFER OF FUNDS:
it shall at all times take all practicable steps to:
(a) ensure that payments made to a Transferor or, if applicable, an
Additional Transferor, by Obligors are received into the Operating
Account of such Transferor or Additional Transferor;
(b) identify any funds in each Operating Account which are required to
be transferred to the Trustee Collection Account for the benefit of
the Beneficiaries; and
(c) ensure that such funds are so transferred when required.
7. MERGER AND CONSOLIDATION
it shall not consolidate with or merge into any other corporation or
convey or transfer its properties and assets substantially as an entirety
to any Person unless:
(a) the corporation formed by such consolidation or into which such
Servicer or Co-Servicer is merged or the Person which acquires by
conveyance or transfer the properties and assets of such Servicer
or Co-Servicer substantially as an entirety, shall expressly
assume, by an agreement supplemental hereto, executed and delivered
to the Beneficiaries in form satisfactory to the Beneficiaries, the
performance of the obligations of such Servicer or Co-Servicer
hereunder (to the extent that any right, covenant or obligation of
such Servicer or Co-Servicer, as applicable hereunder, is
inapplicable to the successor entity, such successor entity shall
be subject to such covenant or obligation, or benefit from such
right, as would apply, to the extent practicable, to such successor
entity) and such Servicer or Co-Servicer shall also execute such
documents as are necessary for such person to become a Servicer as
contemplated in the Beneficiaries Servicing Agreement;
(b) such Servicer or Co-Servicer shall have delivered to the
Beneficiaries an Officer's Certificate of such Servicer or Co-
Servicer stating that such consolidation, merger, conveyance or
transfer and such supplemental agreement comply with this Paragraph
7, and that all documentation referred to in (a) above and any
conditions precedent specified in such documentation have been
complied with, and an Opinion of Counsel that such supplemental
agreement is legal, valid, binding and enforceable;
(c) such Servicer or Co-Servicer shall have delivered notice to the
Beneficiaries from each Rating Agency then rating any Associated
Debt that such consolidation,
76
merger, conveyance or transfer will not result in the reduction or
withdrawal of the then-current rating of such Associated Debt;
(C) COVENANTS OF THE TRUST CASH MANAGER AND ANY CO-TRUST CASH MANAGERS
PURSUANT TO THE RECEIVABLES TRUST DEED AND TRUST CASH MANAGEMENT
AGREEMENT
1. COMPLIANCE WITH REQUIREMENTS OF LAW:
The Trust Cash Manager and any Co-Trust Cash Manager shall maintain any
qualifications or consents required under Requirements of Law for it to
carry out its duties as Trust Cash Manager or Co-Trust Cash Manager under
the Receivables Trust Deed and Trust Cash Management Agreement and
hereunder, the failure to comply with which would have a Material Adverse
Effect on the interests of the Receivables Trustee, any Investor
Beneficiary or any Enhancement Provider.
2. REPORTS AND RECORDS FOR THE RECEIVABLES TRUSTEE:
(a) DAILY REPORTS:
On each Business Day, the Trust Cash Manager or, if applicable, any Co-
Trust Cash Manager, shall prepare and make available, with reasonable
prior notice, at the office of the Trust Cash Manager or, if applicable,
the Co-Trust Cash Manager for inspection by the Receivables Trustee or
its agents during normal business hours, a report (a "DAILY REPORT") with
respect to the preceding Date of Processing setting out:
(i) the aggregate amount of Collections representing Trust Property
processed by the Trust Cash Manager or, if applicable, Co-Trust
Cash Manager, on such Date of Processing;
(ii) the aggregate amount of Collections representing Trust Property to
be transferred (or to be distributed pursuant to Clause 5.2(a)(ii)
of the Receivables Trust Deed and Trust Cash Management Agreement)
with respect to such Date of Processing on a Relevant Date pursuant
to Clause 5.2(a)(i) from the RBS Cards and RBS Advanta Operating
Account and any Additional Transferor Operating Account to the
Trustee Collection Account;
(iii) the aggregate amount of such Collections referred to in paragraph
(ii) which will be allocated pursuant to Clause 5.2(b) of the
Receivables Trust Deed and Trust Cash Management Agreement], (A) to
the Trustee Collection Account (to be recorded in the Principal
Collections Ledger), (B) to repay Incorrect Payments in respect of
Finance Charge Receivables, (C) to the Trustee Collection Account
(to be recorded in the Finance Charge Collections Ledger) and (D)
as Ineligible Collections;
(iv) the aggregate amount to be transferred from the Trustee Collection
Account to the Trustee Acquisition Account with respect to such
Date of Processing on a Relevant Date pursuant to Clause
5.2(b)(iii) and 5.2(b)(iv) of the Receivables Trust Deed and
77
Trust Cash Management Agreement (and the corresponding adjustment
made to the Principal Collections Ledger);
(v) the aggregate amount to be transferred from the Trustee Acquisition
Account to the RBS Cards and RBS Advanta Proceeds Account and any
Additional Transferor Proceeds Account with respect to such Date of
Processing on a Relevant Date by way of Purchase Price for
Receivables pursuant to Clause 5.2(c)(i) and 5.2(c)(ii);
(vi) the aggregate amount to be transferred from the Trustee Acquisition
Account to the RBS Cards and RBS Advanta Proceeds Account and any
Additional Transferor Proceeds Account with respect to such Date of
Processing on a Relevant Date in respect of Investor Cash Available
for Acquisition required to be applied to the Transferor Interest
in the Eligible Receivables Pool pursuant to Clause 5.2(c)(iii) of
the Receivables Trust Deed and Trust Cash Management Agreement; and
(vii) after taking into account (i) to (vi) above, (aa) the aggregate
amount of the Eligible Receivables Pool; (bb) the Aggregate
Investor Interest; (cc) the Transferor Interest and (dd) the
aggregate amount of the Ineligible Receivables Pool, in each case
at the close of business on such Date of Processing.
(c) MONTHLY TRUST CASH MANAGER'S REPORT:
Unless otherwise stated in the related Supplement with respect to any
Series, on or before each Transfer Date the Trust Cash Manager or, if
applicable, any Co-Trust Cash Manager, shall forward to the Receivables
Trustee, any Enhancement Provider and each Rating Agency, a report (a
"MONTHLY TRUST CASH MANAGER'S REPORT") of an Authorised Officer setting
out with respect to the preceding Monthly Period:
(i) the aggregate amount of Collections representing Trust Property
processed;
(ii) the aggregate amount of the applicable Investor Percentage of
Collections of Principal Receivables processed by the Trust Cash
Manager or, if applicable, any Co-Trust Cash Manager, pursuant to
Clause 5 of the Receivables Trust Deed and Trust Cash Management
Agreement with respect to each Applicable Series;
(iii) the aggregate amount of the applicable Investor Percentage of
Collections of Finance Charge Receivables processed by the Trust
Cash Manager or, if applicable, any Co-Trust Cash Manager, pursuant
to Clause 5 with respect to each Applicable Series;
(iv) the aggregate amount of Principal Receivables which are Eligible
Receivables and Finance Charge Receivables processed as of the end
of the last day of the preceding Monthly Period;
(v) the balance on deposit in each of the Trust Accounts with respect
to Collections representing Trust Property processed by the Trust
Cash Manager or, if applicable, any Co-Trust Cash Manager;
78
(vi) the aggregate amount, if any, of withdrawals, drawings or payments
under any Enhancement, if any, for each Series required to be made
in the manner provided in the related Supplement;
(vii) the sum of all amounts allocated to the Investor Beneficiaries of
each Series (or for a Series with more than one class of Investor
Beneficiaries, each such class) on such Transfer Date to be
utilised to meet their obligations to pay principal and interest
with regard to Related Debt on the immediately succeeding
Distribution Date or on a later Distribution Date (as specified in
a related Supplement);
(viii)the sum of all amounts paid and payable to each Transferor
Beneficiary;
(ix) the sum of all amounts payable to the Trust Cash Manager or any Co-
Trust Cash Manager by way of Investor Trust Cash Management Fee;
and
(x) such other matters as are set out in Exhibit D of the Receivables
Trust Deed and Trust Cash Management Agreement.
The Monthly Trust Cash Manager's Report shall be substantially in the form of
Exhibit D to the Receivables Trust Deed and Trust Cash Management Agreement,
with such changes as the Trust Cash Manager or, if applicable, Co-Trust Cash
Manager, may reasonably determine to be necessary or desirable or as it may
agree from time to time with the Rating Agencies; PROVIDED, HOWEVER, that no
such changes shall serve to exclude information required by the Receivables
Trust Deed and Trust Cash Management Agreement or any Supplement.
3. ANNUAL TRUST CASH MANAGER'S REPORT:
On or before 30 March of each calendar year following the execution of
the Receivables Trust Deed and Trust Cash Management Agreement, the Trust
Cash Manager, or if applicable any Co-Trust Cash Manager, will deliver to
the Receivables Trustee, any Enhancement Provider and each Rating Agency,
an Annual Trust Cash Manager's Report substantially in the form of
Exhibit E to the Receivables Trust Deed and Trust Cash Management
Agreement stating that (a) a review of the activities of the Trust Cash
Manager and, if applicable, any Co-Trust Cash Manager during the twelve-
month period ending 31 December of such year, or for the initial period,
from the Initial Closing Date until 31 December 2000 and of its
performance under the Receivables Trust Deed and Trust Cash Management
Agreement was made under the supervision of the officer signing such
report and (b) to the best of such officer's knowledge, based on such
review, the Trust Cash Manager and any Co-Trust Cash Manager has fully
performed all its obligations under the Receivables Trust Deed and Trust
Cash Management Agreement throughout such period, or, if there has been a
default in the performance of any such obligation, specifying each such
default known to such officer and the nature and status thereof. A copy
of such report may be obtained by any Investor Beneficiary by request in
writing to the Receivables Trustee pursuant to Clause 12.5(b)(ii) of the
Receivables Trust Deed and Trust Cash Management Agreement.
79
4. NOTICES TO RBS CARDS:
In the event that RBS Cards and, if applicable, any Additional Transferor
appointed as a Co-Trust Cash Manager are no longer respectively acting as
Trust Cash Manager and Co-Trust Cash Manager, any Successor Trust Cash
Manager appointed pursuant to Clause 11.3 of the Receivables Trust Deed
and Trust Cash Management Agreement shall deliver or make available to
the Transferor each certificate and report required to be prepared,
forwarded or delivered thereafter pursuant to Clauses 2 and 3 of this
Schedule.
5. MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF, THE
TRUST CASH MANAGER OR ANY CO-TRUST CASH MANAGER:
Neither the Trust Cash Manager nor any Co-Trust Cash Manager shall
consolidate with or merge into any other corporation or convey or
transfer its properties and assets substantially as an entirety to any
person, unless:
(a) the corporation formed by such consolidation or into which the
Trust Cash Manager or Co-Trust Cash Manager is merged or the person
which acquires by conveyance or transfer the properties and assets
of the Trust Cash Manager or Co-Trust Cash Manager substantially as
an entirety, shall expressly assume, by an agreement supplemental
hereto, executed and delivered to the Receivables Trustee in a form
reasonably satisfactory to the Receivables Trustee, the performance
of the obligations of the Trust Cash Manager or Co-Trust Cash
Manager hereunder (to the extent that any right, covenant or
obligation of the Trust Cash Manager or Co-Trust Cash Manager, as
applicable hereunder, is inapplicable to the successor entity, such
successor entity shall be subject to such covenant or obligation,
or benefit from such right, as would apply, to the extent
practicable, to such successor entity);
(b) the Trust Cash Manager or Co-Trust Cash Manager shall have
delivered to the Receivables Trustee:
(i) an Officer's Certificate that such consolidation, merger,
conveyance or transfer and such supplemental agreement comply
with Clause 5 of the Receivables Trust Deed and Trust Cash
Management Agreement and that all documentation referred to in
(a) above and any conditions precedent specified in such
documentation relating to such transaction have been complied
with; and
(ii)an Opinion of Counsel that such supplemental agreement is
legal, valid, binding and enforceable with respect to the Trust
Cash Manager or Co-Trust Cash Manager;
(c) the Trust Cash Manager or Co-Trust Cash Manager shall have
delivered notice to each Rating Agency of such consolidation,
merger, conveyance or transfer.
80
(D) COVENANTS OF THE RECEIVABLES TRUSTEE PURSUANT TO THE RECEIVABLES TRUST
DEED AND TRUST CASH MANAGEMENT AGREEMENT
1. All of the following provisions are subject and without prejudice to
Clause 2.1 of the Receivables Trust Deed and Trust Cash Management
Agreement and shall be construed having regard to the said Clause 2.1.
The Receivables Trustee covenants with the Beneficiaries that it shall:
(a) operate the Trust Accounts and fund the purchase of Receivables in
accordance with the provisions of the Receivables Trust Deed and
Trust Cash Management Agreement and any Relevant Document in a
manner consistent with the principles set out in the First Schedule
to the Receivables Trust Deed and Trust Cash Management Agreement.
The Receivables Trustee shall take those reasonable steps available
to it to ensure that any movements of monies into and out of the
Trust Accounts on any Business Day shall be for value on the same
day;
(b) if it has actual knowledge of the same, act promptly to exercise
its rights under any bank mandate relating to a bank account in
respect of which it is a beneficiary of a trust declared over such
account to prevent monies representing Trust Property being paid
from such bank account to a bank account which is not a Trust
Account and which was overdrawn at the close of business on the
preceding Business Day in London only (unless the Receivables
Trustee shall have received evidence satisfactory to it that such
overdraft has been satisfied). The Receivables Trustee shall cease
to exercise such rights at such time as the relevant bank account
ceases to be overdrawn;
(c) maintain, or procure the maintenance of, proper books of account in
respect of its duties as trustee of the Receivables Trust and shall
maintain, or procure the maintenance of, records of all assets held
by it and all payments made by it in such capacity;
(d) upon receipt of all resolutions, certificates, statements,
opinions, reports, documents, orders or other instruments furnished
to the Receivables Trustee which are specifically required to be
furnished pursuant to any provision of the Receivables Trust Deed
and Trust Cash Management Agreement or any Relevant Document, cause
them to be examined to determine whether they substantially conform
to the requirements of the Receivables Trust Deed and Trust Cash
Management Agreement or such Relevant Document;
(e) from time to time, on receipt of a Defaulted Accounts Instruction
Notice from each Beneficiary, enter into an agreement to assign or
release from trust the Receivables in any Defaulted Account which
has been notified to the Beneficiaries as being a Defaulted Account
(as specified in the Defaulted Accounts Instruction Notice). The
81
Receivables Trustee shall take any action or execute any document
or documents which shall be required in order to give effect to
such assignment or release;
(f) if at any time the Receivables Trustee shall have reasonable
grounds to believe that advice received from the Trust Cash Manager
or any Co-Trust Cash Manager is incorrect, promptly notify the
Trust Cash Manager or such Co-Trust Cash Manager of such matter
PROVIDED, HOWEVER, that if the Trust Cash Manager or Co-Trust Cash
Manager disagrees that such advice is incorrect the Receivables
Trustee shall promptly act in accordance with the advice given by
the Trust Cash Manager or Co-Trust Cash Manager and shall be
entitled so to do;
(g) at all times maintain its residence outside the United Kingdom for
the purposes of United Kingdom taxation; and
(h) ensure that the general administration of the Receivables Trust is
at all times carried on outside the United Kingdom.
2. Save as provided for or as contemplated in the Receivables Trust Deed and
Trust Cash Management Agreement and the Receivables Trust constituted by
the Receivables Trust Deed and Trust Cash Management Agreement, the
Receivables Trustee hereby covenants in favour of the Beneficiaries in
its capacity as Receivables Trustee and also in its capacity as purchaser
of the Receivables pursuant to the RSA that it shall not, without the
prior written consent of each of the Beneficiaries:
(i) carry on any business other than as trustee of the Receivables
Trust and in respect of that business shall not engage in any
activity or do anything whatsoever except:
(A) hold, and exercise its rights in respect of, the Trust Property
and perform its obligations in respect of the Trust Property;
(B) preserve and/or exercise and/or enforce any of its rights and
perform and observe its obligations under the Relevant
Documents to which it is expressed to be a party;
(C) pay dividends or make other distributions to the extent
required by applicable law;
(D) use, invest or dispose of any of its property or assets in the
manner provided in or contemplated by the Relevant Documents to
which it is expressed to be a party; and
(E) perform any and all acts incidental to or otherwise necessary
in connection with (A), (B), (C) or (D) above;
(ii) incur any indebtedness whatsoever (other than as expressly
contemplated in the Receivables Trust Deed and Trust Cash
Management Agreement or any Supplement) or give any guarantee or
indemnity in respect of any indebtedness;
82
(iii) create any Encumbrance whatsoever over any of its assets, or use,
invest, sell or otherwise dispose of any part of its assets
(including any uncalled capital) or undertaking, present or future,
other than as expressly contemplated by the Receivables Trust Deed
and Trust Cash Management Agreement and any Relevant Document to
which it is expressed to be a party;
(iv) consolidate or merge with any other person or convey or transfer
its properties or assets to any person;
(v) permit the validity or effectiveness of the Receivables Trust to be
supplemented, amended, varied, terminated, postponed or discharged
(other than as expressly contemplated in the Receivables Trust Deed
and Trust Cash Management Agreement or in any Supplement); and
(vi) have an interest in any bank account other than a Trust Account and
the bank account in Jersey referred to in Clause 7.13(b)(ii) of the
Receivables Trust Deed and Trust Cash Management Agreement.
3. The Receivables Trustee hereby covenants in favour of the Beneficiaries
that it shall:
(a) maintain all necessary licences, authorisations and covenants and
do all other such things necessary to ensure its continued
corporate existence and carry out its obligations under the
Relevant Documents to which it is party;
(b) unless agreed otherwise by each Transferor Beneficiary in writing,
open and maintain a bank account in Jersey in its own name for the
purpose of receiving and making payments to be made otherwise than
in its capacity as Receivables Trustee (including making payments
of Trust Cash Management Fee to the Trust Cash Manager or any Co-
Trust Cash Manager); and
(c) ensure that all instructions given by or on behalf of the
Receivables Trustee for:
(1) the transfer of moneys into;
(2) the allocation of moneys held in;
(3) the transfer of moneys between; or (as the case may be)
(4) the distribution of moneys out of
the Trust Accounts are given in Jersey and that no such transfers,
allocations or distributions are made without such instructions
first having been given in Jersey with respect to the transfer,
allocation or distribution in question.
4. Save as otherwise provided or as otherwise contemplated in the
Receivables Trust Deed and Trust Cash Management Agreement (including the
proviso to Clause 7.11 thereof) the Receivables Trustee hereby covenants
in favour of the Beneficiaries that it will not exercise any discretion
(whether to consent or request or otherwise) vested in it pursuant to the
terms
83
of the Receivables Trust Deed and Trust Cash Management Agreement unless
it is so directed in accordance with Clause 7.11 of the Receivables Trust
Deed and Trust Cash Management Agreement.
84
SCHEDULE 6
NOTICES DETAILS
The address referred to in clause 19.3.1 of the Common Terms is:
1. in the case of the Loan Note Issuer:
Address: RBS Cards Securitisation Funding Limited
Royal Bank House
▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇
Channel Islands
Fax: ▇▇▇▇▇ ▇▇▇ ▇▇▇
Tel: ▇▇▇▇▇ ▇▇▇ ▇▇▇
Attention: ▇. ▇▇▇▇▇▇▇
2. in the case of the Security Trustee:
Address: The Bank of New York
One Canada Square
London E14 5AL
Attention: Global Structured Products Unit (Corporate Trust)
Facsimile No: ▇▇▇ (▇) ▇▇ ▇▇▇▇ ▇▇▇▇/6399
Telephone: ▇▇▇ (▇) ▇▇ ▇▇▇▇ ▇▇▇▇/6408
3. in the case of the Receivables Trustee:
Address: South Gyle Receivables Trustee Limited
▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇
Fax: ▇▇▇▇▇ ▇▇▇ ▇▇▇
Tel: ▇▇▇▇▇ ▇▇▇ ▇▇▇
Attention: MIFA J Corporate 6
85
4. in the case of RBS Cards, the Servicer and the Trust Cash Manager:
Address: RBS Cards
The Royal Bank of Scotland plc
Gogarburn
▇▇ ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇
Attention: Financial Controller, Securitisation
CC: Group General Counsel
Fax: ▇▇▇ ▇▇▇▇ ▇▇▇▇
5. in the case of the Trust Cash Manager:
Address: RBS Financial Markets
The Royal Bank of Scotland plc
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇
Attention: Securitisation Support
Fax: ▇▇▇ ▇▇▇▇ ▇▇▇▇
86
SCHEDULE 7
TRANSACTION DOCUMENTS
TRUST DOCUMENTATION
(a) Master Framework Agreement;
(b) Receivables Securitisation Agreement;
(c) Receivables Trust Deed and Trust Cash Management Agreement;
(d) Beneficiaries Deed;
(e) Trust Accounts Bank Agreement;
(f) Beneficiaries Servicing Agreement; and
(g) Trust Section 75 Indemnity.
LOAN NOTE DOCUMENTATION
(a) Security Trust Deed;
(b) Administration Agreement;
(c) Loan Note Issuer Distribution Account Bank Agreement;
ISSUER DOCUMENTS
(a) Prospectus;
(b) Final Terms;
(c) Issuer Master Framework Agreement;
(d) Arran Funding Note Trust Deed;
87
(e) Dealer Agreement;
(f) Agency Agreement;
(g) Notes;
(h) Jersey Bank Account Operating Agreement;
(i) Issuer Distribution Account Bank Agreement;
(j) Issuer Corporate Services Agreement; and
(k) Expenses Loan Agreement.
88