EXHIBIT 10.5
[GRAPHIC OMITTED]
EXECUTION VERSION
SOUTH GYLE RECEIVABLES TRUSTEE LIMITED
as Receivables Trustee
and
NATIONAL WESTMINSTER BANK PLC
and
THE ROYAL BANK OF SCOTLAND PLC
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SERIES 2005-A
TRUST SECTION 75 INDEMNITY
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This Deed of Indemnity is made in Jersey on
15 December 2005
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 NATIONAL
WESTMINSTER BANK PLC, a public limited company incorporated
in
England and Wales with registered number 929027, having its
registered
office at 135 Bishopsgate, London EC2M 3UR ("NATWEST" in its
capacity as
a
"TRANSFEROR"); and
(3) THE ROYAL BANK OF
SCOTLAND PLC, a public limited company incorporated in
Scotland with registered number 90312, having its registered office
at 36
Andrew Square, Edinburgh EH2 2YB ("RBS" in its capacity as a
"TRANSFEROR", and together with NatWest, the "TRANSFERORS",
including in
respect of each any successors as permitted assigns).
WHEREAS
(A) Each Transferor is the
legal owner of certain Receivables.
(B) Each Transferor has
entered into certain agreements pursuant to which it
has
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) Each Transferor has
certain potential liabilities in its capacity 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 27 March
2000 (as
amended, modified, novated or supplemented from time to time) and
made
by,
inter alios, the Receivables Trustee and RBS shall, unless
otherwise
defined herein or the context requires otherwise, bear the same
meanings
herein.
1.2 Wherever used in this
Deed and in the Recitals hereto, the words
"Supplier", "Cr
