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EXHIBIT 10.4
C L I F F O R D
C H A N C E
LIMITED LIABILITY PARTNERSHIP
CONFORMED COPY
27 MARCH 2000
SOUTH GYLE RECEIVABLES TRUSTEE LIMITED
as Receivables Trustee
THE ROYAL BANK OF SCOTLAND PLC
acting through its business division RBS Cards
and
RBS ADVANTA
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TRUST SECTION 75 INDEMNITY
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This Deed of Indemnity is made in Jersey on 27 March 2000
BETWEEN:
(1) SOUTH GYLE RECEIVABLES TRUSTEE LIMITED, a company
incorporated in Jersey
with company registration number 76197 and having its registered
office at
22 Grenville Street, St. Helier, Jersey JE4 8PX in its capacity
as trustee
of the Receivables Trust (the "RECEIVABLES TRUSTEE", which term
shall
include any successor of South Gyle Receivables Trustee Limited
in its
capacity as trustee of the Receivables Trust);
(2) THE ROYAL BANK OF SCOTLAND PLC acting through its business
division RBS
CARDS, whose registered office is located at 36 St. Andrew
Square,
Edinburgh, EH2 2YB ("RBS CARDS", which term shall include any
successors
or permitted assigns); and
(3) RBS ADVANTA a company incorporated in Scotland with
unlimited liability
and whose registered office is located at 42 St. Andrew Square,
Edinburgh,
EH2 2YE ("RBS ADVANTA", which term shall include any successors
or
permitted assigns, and which, together with RBS Cards, shall be
referred
to herein as the "TRANSFERORS").
WHEREAS
(A) Each Transferor is the legal owner of certain
Receivables.
(B) The Transferors have entered into certain agreements
pursuant to which
they have agreed to make offers from time to time to transfer by
way of
assignment under English law or declarations of trust under
Scots law
certain of such Receivables to the Receivables Trustee.
(C) The Transferors have certain potential liabilities in their
capacities as
original Creditor with respect to Receivables under Section 75
of the
Consumer Credit Act 1974 (each, a "TRANSFEROR SECTION 75
LIABILITY"). The
Receivables Trustee has agreed to indemnify each Transferor
pursuant to
the terms of and subject to the conditions of this Deed in
respect of such
claims.
NOW THIS DEED WITNESSETH as follows:
1. INTERPRETATION
1.1 Whenever used in this Deed and in the Recitals hereto, the
words and
phrases defined in the Master Framework Agreement dated as of
the date
hereof and made by, inter alios, the Receivables Trustee and
the
Transferors shall,
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