EXHIBIT 10.3
CLIFFORD
CHANCE LIMITED LIABILITY PARTNERSHIP
EXECUTION COPY
SOUTH GYLE RECEIVABLES TRUSTEE LIMITED
as Receivables Trustee
THE ROYAL BANK OF SCOTLAND PLC
as Transferor Beneficiary, Transferor,
Servicer and Trust Cash Manager
NATIONAL WESTMINSTER BANK PLC
as Transferor Beneficiary and Transferor
RBS CARDS SECURITISATION FUNDING LIMITED
as Loan Note Issuer and Series 2005-A Investor Beneficiary
----------------------------------------------------------
SERIES 2005-A SUPPLEMENT
DATED 15 DECEMBER 2005
TO
RECEIVABLES TRUST DEED AND
TRUST CASH MANAGEMENT AGREEMENT
DATED 27 MARCH 2000
AS AMENDED AND RESTATED
ON 28 SEPTEMBER 2000 AND
27 OCTOBER 2005
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<PAGE>
CONTENTS
CLAUSE
PAGE
PART
1.......................................................................
3
INTERPRETATION...............................................................
3
Defined
Terms................................................................
3
General......................................................................
3
PART
2.......................................................................
4
EFFECT OF
SUPPLEMENT.........................................................
4
Categories Of Additional Beneficiaries And
Designation....................... 4
Rights Of The Investor Beneficiary In
Respect Of Series 2005-A............... 5
Consent Of Existing
Beneficiaries............................................ 5
Declaration Of Receivables
Trustee........................................... 6
PART
3.......................................................................
9
UNDERTAKINGS AND
AGREEMENTS.................................................. 9
Undertaking By The Transferors As To
Periodic Finance
Charges And Other
Fees....................................................... 9
Undertakings By RBS And
Natwest.............................................. 9
Agreements Of The Investor
Beneficiary...................................... 10
Negative Covenants Of The Investor
Beneficiary.............................. 13
Further Undertakings Of The Investor
Beneficiary............................ 15
PART
4......................................................................
19
MISCELLANEOUS...............................................................
19
NOTICES.....................................................................
19
THE
SCHEDULE................................................................
20
SUPPLEMENT TO THE RECEIVABLES TRUST DEED
AND TRUST CASH
MANAGEMENT
AGREEMENT........................................................
20
PART
1......................................................................
20
Definitions.................................................................
20
Calculations And
Information................................................ 46
PART
2......................................................................
47
Calculations And
Information................................................ 47
Servicing Compensation And Acquired
Interchange............................. 47
PART
3......................................................................
49
Calculations And
Information................................................ 49
<PAGE>
Cash Management Compensation And Allocation
Of Acquired Interchange......... 49
PART
4......................................................................
51
Calculations And
Information................................................ 51
Trustee Payment
Amount...................................................... 51
PART
5......................................................................
53
Calculations And
Information................................................ 53
Rights Of Additional Beneficiaries To
Collections ERROR!
BOOKMARK NOT DEFINED.
Calculations And
Distributions.............................................. 53
Cash Available For
Acquisition.............................................. 58
Calculation Of Monthly Required Expense
Amounts............................. 60
Calculation Of Monthly Principal
Amounts.................................... 62
Coverage Of Required
Amount................................................. 64
Payments Of Amounts Representing Finance
Charge Collections................. 65
Payments Of Amounts Representing Available
Investor Principal Collections... 68
Reserved - Intentionally Left
Blank......................................... 70
Investor
ChargeOffs.........................................................
70
Investor Indemnity
Amount................................................... 72
Available
Spread............................................................
73
Reallocated Class C Principal
Collections................................... 76
Reallocated Class B Principal
Collections................................... 77
Shared Principal
Collections................................................ 78
Spread
Account..............................................................
78
Principal Funding
Account................................................... 82
Finance Funding
Account..................................................... 85
Reserve
Account.............................................................
86
PART
6......................................................................
90
Monthly Statement To Series
2005-A.......................................... 90
PART
7......................................................................
92
Series 2005-A Pay Out
Events................................................ 92
EXHIBIT B FORM OF MONTHLY
STATEMENT......................................... 95
EXHIBIT C FORM OF MONTHLY PAYMENT ADVICE
AND NOTIFICATION TO THE
RECEIVABLES
TRUSTEE........................................................
100
EXHIBIT D SCHEDULE TO EXHIBIT
B............................................ 112
<PAGE>
Schedule 1 SUB-CLASS
DEFINITIONS...................................... 116
<PAGE>
THIS SERIES 2005-A SUPPLEMENT, is made in
Jersey on 15 December 2005 as a Deed
BY AND BETWEEN:
(1) SOUTH GYLE
RECEIVABLES TRUSTEE LIMITED, (the "RECEIVABLES TRUSTEE") a
company incorporated in Jersey, Channel Islands with registered
number
76197 having its registered office at 22 Grenville Street, St.
Helier,
Jersey, Channel Islands, JE4 8PX in its capacity as trustee of
the
trust (the "RECEIVABLES TRUST") constituted by a Receivables
Trust
Deed and Trust Cash Management Agreement (the "RECEIVABLES TRUST
DEED
AND TRUST CASH MANAGEMENT AGREEMENT") dated 27 March 2000 amended
and
restated on 28 September 2000 and on 27 October 2005;
(2) THE ROYAL
BANK OF SCOTLAND PLC, ("RBS") an institution authorised
under the Banking Act 1987, having its registered office at 36
St.
Andrew Square, Edinburgh, Scotland EH2 2YB, in its capacities
as
Transferor Beneficiary (a "TRANSFEROR BENEFICIARY") of the
Receivables
Trust and as Servicer (the "SERVICER") and Trust Cash Manager
(the
"TRUST CASH MANAGER") of the Receivables Trust and as Transferor
(a
"TRANSFEROR") of the Receivables pursuant to the terms of a
receivables securitisation agreement (the "RSA") dated 27 March
2000
amended and restated on 28 September 2000 and on 27 October
2005;
(3) NATIONAL
WESTMINSTER BANK PLC, ("NATWEST") a public limited liability
company incorporated in England and Wales with company number
929027,
having its registered office at 135 Bishopsgate, London EC2M 3UR
in
its capacities as Transferor Beneficiary of the Receivables Trust
(a
"TRANSFEROR BENEFICIARY") and as Transferor (a "TRANSFEROR") of
the
Receivables pursuant to the terms of the RSA; and
(4) RBS CARDS
SECURITISATION FUNDING LIMITED, a private limited company
incorporated in Jersey, Channel Islands, with company number
76199,
having its registered office at Royal Bank House, 71 Bath Street,
St.
Helier, Jersey
JE2 4SU, Channel Islands, in its capacities as Loan
Note Issuer (the "LOAN NOTE ISSUER") and Investor Beneficiary
for
Series 2005-A (in respect of the Series 2005-A Investor Interest,
as
defined herein, the "SERIES 2005-A INVESTOR BENEFICIARY").
WHEREAS
(A) The Loan
Note Issuer previously contributed to the Receivables
Trust on:
* 27 March
2000 in respect of Series 00-A and Series 00-B
* 28
September 2000 in respect of Series 00-C
and now intends to become the Series 2005-A Investor Beneficiary
of
the Receivables Trust pursuant to an Acquisition in accordance
with
Clause 4.4 of the Receivables Trust Deed and Trust Cash
Management
Agreement, in the manner and in the amount set out herein.
(B) RBS and
Natwest each as a Transferor Beneficiary (who, prior to the
execution of this Supplement, constitute Beneficiaries of the
Receivables Trust) intend to consent in the
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manner set out herein to the Loan Note Issuer becoming the
Series
2005-A Investor Beneficiary.
(C) The
Receivables Trustee intends to supplement and vary the
Receivables
Trust Deed
and Trust Cash Management Agreement in the manner and to
the extent set out herein.
(D) It is
intended by the parties hereto that, following the simultaneous
execution and completion of the transactions contemplated by
this
Supplement, the Loan Note Issuer will become the Series 2005-A
Investor Beneficiary of the Receivables Trust as supplemented
and
varied in accordance with the provisions hereof and that the
Investor
Beneficiary will constitute or form part of a Series for the
purposes
of the Receivables Trust Deed and Trust Cash Management
Agreement;
such Series in respect of this Supplement to be referred to as
"SERIES
2005-A".
(E) It is
acknowledged by the parties hereto that the Loan Note Issuer
will issue the Related Debt (as defined herein) secured on its
beneficial entitlement as the Series 2005-A Investor Beneficiary
to
Arran Funding Limited (the "SERIES 2005-A ISSUER") and that the
Series
2005-A Issuer will issue the Associated Debt (as defined
herein)
secured on the Related Debt acquired by the Series 2005-A
Issuer.
NOW IT IS HEREBY AGREED as follows:
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<PAGE>
PART 1
INTERPRETATION
1.
DEFINED TERMS
Terms defined in Schedule 1 (the Master Definitions Schedule)
and
common terms of interpretation contained in Schedule 2 (Common
Terms)
of the Master Framework Agreement dated 27 March 2000 amended
and
restated on 28 September 2000 and on 27 October 2005 between,
among
others, the Receivables Trustee, the Investor Beneficiary, RBS
and
Natwest (as the same
may be amended, varied or supplemented from time
to time, (the "MASTER FRAMEWORK AGREEMENT") and in the Schedule
attached hereto shall have the same meanings when used in this
Supplement and the recitals hereto unless the context requires
otherwise PROVIDED, HOWEVER, that in the event that any term or
provision contained in the Schedule attached hereto shall
conflict
with or be inconsistent with any provision contained in the
Receivables Trust Deed and Trust Cash Management Agreement or
the
terms of the relevant schedule of the Master Framework Agreement,
the
terms and provisions of the Schedule attached hereto shall
prevail
with respect to Series 2005-A only.
2.
GENERAL
(a) The
headings and the contents pages in this Supplement shall
not affect its interpretation; and
(b) Words
denoting the singular number only shall include the
plural number also and vice versa; words denoting one gender
only shall include the other gender.
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<PAGE>
PART 2
EFFECT OF SUPPLEMENT
3.
CATEGORIES OF ADDITIONAL BENEFICIARIES AND DESIGNATION
(a) Upon
payment of the contribution to the Receivables Trust
referred to in 3(b) below and the issue or annotation (as the
case may be) of a duly executed and authenticated Investor
Certificate to the Series 2005-A Investor Beneficiary
representing its Aggregate Investor Interest in the Receivables
Trust, the Loan Note Issuer will on the Closing Date become the
Series 2005-A Investor Beneficiary under this Supplement by way
of an Acquisition in accordance with Clause 4.4 of the
Receivables Trust Deed and Trust Cash Management Agreement. The
Series 2005-A
Investor Beneficiary shall, for all purposes
under the Receivables Trust Deed and Trust Cash Management
Agreement, as supplemented by this Supplement, be beneficially
entitled to Trust Property in an amount equal to the Initial
Investor Interest together with its associated proportional
entitlement to Finance Charge Receivables and other Trust
Property.
(b) In
order for the Acquisition referred to in 3(a) above to be
effected, a contribution to the Receivables Trust in respect of
Series 2005-A shall be payable by the Series 2005-A Investor
Beneficiary to the Receivables Trustee in an amount equal to
the Initial Investor Interest, by depositing such amount in the
Trustee Acquisition Account on the Closing Date or such other
date as specified.
(c) Each
month a further contribution as calculated by the
Receivables Trustee in accordance with the schedule to this
Supplement (calculations and information) shall be paid by the
Series 2005-A Investor Beneficiary to the Receivables Trustee
by way of further contribution in respect of its interest in
the Receivables Trust ("ADDITIONAL CONSIDERATION").
The size of each of the constituent elements of any payment of
Additional Consideration will be identified. The different
possible categories being:
1. "TRUSTEE
PAYMENT AMOUNT";
2. "TRUST CASH
MANAGEMENT FEE PAYMENT AMOUNT";
3. "LOSS MAKE-UP
(DEFAULT)";
4. "LOSS MAKE-UP
(CHARGE-OFF)";
5. "REFUNDED
UTILISED PRINCIPAL COLLECTIONS";
6. "EXCESS
SPREAD";
7. "RESERVE
ACCOUNT SURPLUS";
8. "SPREAD
ACCOUNT SURPLUS";
9. "INVESTMENT
PROCEEDS" (to the extent not included in
Excess Spread); and
10. "INVESTOR
INDEMNITY AMOUNT"
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<PAGE>
(d) Series
2005-A shall be included in Group One. Series 2005-A
shall not be subordinated to any other Series.
4.
RIGHTS OF THE INVESTOR BENEFICIARY IN RESPECT OF SERIES 2005-A
(a)
Following the Acquisition referred to in Clause 3 above, the
beneficial entitlement of the Series 2005-A Investor
Beneficiary (the "SERIES 2005-A BENEFICIARY INTEREST") up to
and including the Series 2005-A Termination Date shall be as
set out below:
(A) in
respect of Undivided Bare Trust Property other than
Finance Charge Collections, Acquired Interchange and
earnings on Permitted Investments which are Undivided
Bare Trust
Property that proportion which the Adjusted
Investor Interest for Series 2005-A bears on that day to
the sum of the Aggregate Adjusted Investor Interest and
the Aggregate Transferor Interest on that day;
(B) in
respect of that Undivided Bare Trust Property which
consists of Finance Charge Collections, Acquired
Interchange and earnings on Permitted Investments which
are Undivided Bare Trust Property received during any
Monthly Period, the Floating Investor Percentage for
Series 2005-A for that Monthly Period; and
(C) in
relation to Absolute Bare Trust Property held for the
Investor Beneficiary, the Absolute Bare Trust Property
held absolutely for the Investor Beneficiary from time
to time.
(b) The
beneficial entitlement of the Series 2005-A Beneficiary
Interest to Trust Property shall terminate on the day
immediately following the Series 2005-A Termination Date.
5.
CONSENT OF EXISTING BENEFICIARIES
(a) Each of RBS and
Natwest, as a Transferor Beneficiary and the
Loan Note Issuer as the Investor Beneficiary being together all
the existing Beneficiaries of the Receivables Trust, prior to
the execution of this Supplement, hereby consent to the Loan
Note Issuer becoming a Beneficiary of the Receivables Trust in
its capacity as the Series 2005-A Investor Beneficiary pursuant
to the terms of Clause 4 of the Receivables Trust Deed and
Trust Cash Management Agreement and the provisions of this
Supplement upon payment of the contribution referred to in
Clause 3(b) above and the issue or annotation (as the case may
be) of a duly executed and authenticated Investor Certificate;
(b) Each
of RBS and Natwest hereby consent to the creation by the
Loan Note Issuer of an Encumbrance over its Series 2005-A
Beneficiary Interest pursuant to the Security Trust Deed
executed in connection with the Related Debt; and
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<PAGE>
(c) Each
of RBS and Natwest hereby consent to the creation by the
Series 2005-A Issuer of an Encumbrance over its rights as a
secured party in respect of the Related Debt relating to the
Series 2005-A Beneficiary Interest pursuant to the deed of
charge executed by the Series 2005-A Issuer in connection with
the Series 2005-A Associated Debt as contemplated in the Series
2005-A Associated Debt Prospectus.
6.
DECLARATION OF RECEIVABLES TRUSTEE
With the consent of each of the existing Beneficiaries of the
Receivables Trust as set out in Clause 5(a), the Receivables
Trustee
hereby declares that (i) the Loan Note Issuer shall become a
Beneficiary of the Receivables Trust in its capacity as the
Series
2005-A Investor Beneficiary, with effect from the payment of
the
contribution referred to in Clause 3(b) above and the issue or
annotation (as the case may be) of a duly executed and
authenticated
Investor Certificate to the Loan Note Issuer (including the
newly
granted entitlement in respect of Series 2005-A) on the Closing
Date
(and for the avoidance of doubt such time shall be prior to the
undertaking of calculations and allocations of Trust Property by
the
Trust Cash Manager on the Closing Date), (ii) the Receivables
Trust
Deed and Trust Cash Management Agreement shall be supplemented
and
varied in the manner and to the extent set out below and (iii)
the
Receivables Trust Deed and Trust Cash Management Agreement shall
from
such time on the Closing Date be read and construed for all
purposes
as supplemented and varied as set out in the Schedule to this
Supplement and the Receivables Trust shall be supplemented and
varied
accordingly:
(a) Clause
1 of the Receivables Trust Deed and Trust Cash
Management Agreement shall be supplemented and varied with
respect to the Loan Note Issuer in its capacity as Investor
Beneficiary by the addition of the definitions set out in
Part 1 of the Schedule to this Supplement. In the event that
any term or provision contained therein shall conflict with or
be inconsistent with any provision contained in the Receivables
Trust Deed and Trust Cash Management Agreement, the terms and
provisions of the Schedule shall govern. All Part, Clause or
sub-clause references in the Schedule shall be to the relevant
Part, Clause or sub-clauses of the Receivables Trust Deed and
Trust Cash Management Agreement, except as otherwise provided
in the Schedule. All capitalised terms used in the Schedule
which are not otherwise defined therein are defined in the
Master Framework Agreement. Each capitalised term defined in
the Schedule shall relate only to Series 2005-A and no other
Series;
(b) for
the purposes of Clause 4.7 of the Receivables Trust Deed
and Trust Cash Management Agreement in respect of Series
2005-A, the contribution referred to in Clause 3(b) above shall
be paid by the Investor Beneficiary on the Closing Date by
depositing the amount set out in Clause 3(b) above in the
Trustee Acquisition Account, which amount so deposited shall
constitute Cash Available for Acquisition on the Closing Date;
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<PAGE>
(c) for
the purposes of Clause 9.2(b) of the Receivables Trust Deed
and Trust Cash Management Agreement in respect of Series
2005-A, the share of the Investor Cash Management Fee payable
by the Receivables Trustee to the Trust Cash Manager which is
to be met from payments made to the Receivables Trustee by
Series 2005-A shall as provided in Clause 11(a) be calculated,
allocated and paid in the manner set out in Part 3 of the
Schedule;
(d) for
the purposes of Clause 2.2.2 of the Beneficiaries Servicing
Agreement
in respect of Series 2005-A, the share of the
Investor Servicing Fee payable by the Investor Beneficiary to
the Servicer which is to be met from payments to the Servicer
by Series 2005-A shall be calculated, allocated and paid in the
manner set out in Part 2 of the Schedule;
(e) for
the purposes of Clause 7.15(b) of the Receivables Trust
Deed and Trust Cash Management Agreement in respect of Series
2005-A, the amount of the Aggregate Trustee Payment Amount
payable by the Investor Beneficiary in respect of Series 2005-A
shall as provided in Clause 11(b) be calculated, allocated and
paid in the manner set out in Part 4 of the Schedule;
(f) for
the purposes of Clause 5 of the Receivables Trust Deed and
Trust Cash Management Agreement in respect of Series 2005-A,
Clauses 5.1, 5.2 and 5.3 shall be read in their entirety as
provided in the Receivables Trust Deed and Trust Cash
Management Agreement. Clause 5 (except for Clauses 5.1, 5.2 and
5.3 thereof) shall be read in its entirety as set out in Part 5
of the Schedule and shall be applicable only to the
Beneficiaries constituting Series 2005-A;
(g) for
the purposes of Clause 9.5(b) of the Receivables Trust Deed
and Trust Cash Management Agreement a Monthly Trust Cash
Manager's Report relating to Series 2005-A shall be provided to
the Receivables Trustee and the Loan Note Issuer, as the Series
2005-A Investor Beneficiary, in the manner set out in Part 6 of
the Schedule; and
(h) for
the purposes of Clause 6.2 of the Receivables Trust Deed
and Trust Cash Management Agreement, the Series Pay Out Events
applicable to Series 2005-A shall be the Series 2005-A Pay Out
Events set out in Part 7 of the Schedule.
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<PAGE>
PART 3
UNDERTAKINGS AND AGREEMENTS
7.
UNDERTAKING BY THE TRANSFERORS AS TO PERIODIC FINANCE CHARGES
AND
OTHER FEES
Each Transferor hereby agrees that, except as otherwise required
by
any Requirement of Law, or as may be determined by a Transferor to
be
necessary in order for such Transferor to maintain its credit card
and
related card business, (such determination being based upon a
good
faith assessment by such Transferor, in its sole discretion, of
the
nature of the competition in the credit card and related card
business
in the United Kingdom as a whole, or in respect of Accounts
relating
to an Additional Jurisdiction, of the nature of competition in
the
credit card and related 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 Transferor's reasonable expectation
of
the Portfolio Yield as of such date would be less than the then
Expense Rate.
8.
UNDERTAKINGS BY RBS AND NATWEST
(a)
NON-PETITION
RBS as Transferor, Transferor Beneficiary, initial Servicer and
Trust Cash Manager, and Natwest as Transferor and Transferor
Beneficiary hereby undertake (and any Additional Transferor, by
its designation as such, and any successor trust cash manager,
by its appointment under the Receivables Trust Deed and Trust
Cash Management Agreement, and any Successor Servicer, by its
appointment under the Beneficiaries Servicing Agreement, shall
each also undertake) to the Receivables Trustee or any
successor trustee for itself and as trustee for each
Beneficiary that each of them respectively will not 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 any Investor Beneficiary (unless such Investor Beneficiary
specifies otherwise in any related Supplement), the Receivables
Trustee or any successor trustee or the Receivables Trust or of
any or all of the
revenues and assets of any of them nor
participate in any ex parte proceedings nor seek to enforce any
judgement against any other Investor Beneficiary.
(b)
DISPOSALS
RBS and Natwest, each as Transferor Beneficiary hereby
undertake to each of the parties to this Supplement and to the
Receivables Trustee for itself and as trustee for each
Beneficiary that they will not make any Disposal or create or
grant any Encumbrance in respect of their respective beneficial
entitlements in the Receivables Trust except in accordance with
Clause 4.3 of the Receivables Trust
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<PAGE>
Deed and Trust Cash Management Agreement and acknowledge that
any attempt to do so shall be void.
(c)
LIMITED RECOURSE
RBS as Transferor, Transferor Beneficiary, initial Servicer and
Trust Cash Manager, and Natwest as Transferor Beneficiary and
Transferor, each respectively hereby undertake (and any
Additional Transferor, by its designation as such, and any
successor trust
cash manager, by its appointment under the
Receivables Trust Deed and Trust Cash Management Agreement, and
any Successor Servicer, by its appointment under the
Beneficiaries Servicing Agreement shall each also undertake) to
the Receivables Trustee or any successor trustee for itself and
as trustee for each Beneficiary that:
(i) the
obligations of the Receivables Trustee hereunder at
any time are limited to the lesser, at such time, of (a)
the nominal amount thereof (the "NOMINAL AMOUNT") and
(b) an amount (the "AVAILABLE AMOUNT") equivalent to the
value of the Trust Property at such time. No Beneficiary
shall have a right to have recourse to, or make demand
or initiate proceedings against the Receivables Trustee
whilst the nominal amount exceeds the available amount.
The Receivables Trustee shall incur no liability and be
under no additional duty to any person solely as a
result of any inability on its party to make payments or
to perform other obligations hereunder, which inability
results from the operation of the foregoing provisions
of this Clause 8(c); and
(ii) it shall
have no recourse, in respect of any obligation,
covenant or agreement of the Receivables Trustee,
against any shareholder, officer, agent or director of
the Receivables Trustee.
9.
AGREEMENTS OF THE INVESTOR BENEFICIARY
(a) USE OF
UNDIVIDED BARE TRUST PROPERTY BY RECEIVABLES TRUSTEE
(i) The
Investor Beneficiary acknowledges and agrees that
the Receivables Trustee or any successor trustee shall
utilise the Series 2005-A Beneficiary Interest in
respect of Undivided Bare Trust Property in making
payments for Receivables and otherwise in operating the
Undivided Bare
Trust on the terms and subject to the
conditions of the Receivables Trust Deed and Trust Cash
Management Agreement and that the Series 2005-A Investor
Beneficiary shall not be entitled to receive any
Undivided Bare Trust Property, except to the extent and
in the circumstances set out in the Receivables Trust
Deed and Trust Cash Management Agreement and this
Supplement.
(ii) For the
purposes of calculation only and for so long as
the Loan Note Issuer is the Series 2005-A Investor
Beneficiary, it is hereby agreed and acknowledged that
for the purposes of Clauses 5.16 and 5.17 of the
Schedule, amounts
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<PAGE>
calculated to be notionally allocated to a Class of
Related Debt by the Loan Note Issuer as the Series
2005-A Investor Beneficiary may be treated for the
purpose of calculation only, as being reallocated to
another Class of such Related Debt and that the
Schedule, including in particular, but without
limitation, Clauses 5.16 and 5.17, shall be read and
construed accordingly. For the avoidance of doubt
nothing in this Supplement or the Schedule shall be
construed as resulting in a reallocation of beneficial
entitlement between the Undivided Bare Trust
beneficiaries.
(b)
NON-PETITION
The Investor Beneficiary hereby undertakes to the Receivables
Trustee (and any successor trustee) for itself and as trustee
for each other Beneficiary that it will not 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 any other
Investor Beneficiary (unless such Investor Beneficiary
specifies otherwise in any related Supplement), the Receivables
Trustee (or any successor trustee) or the Receivables Trust or
of any or all of the revenues and assets of any of them nor
participate in any ex parte proceedings nor seek to enforce any
judgement against any other Investor Beneficiary.
(c)
DISPOSALS
(i) The
Investor Beneficiary undertakes to the Receivables
Trustee for the benefit of itself and as trustee for
each other Beneficiary that it will not make any
Disposal or create or grant any Encumbrance in respect
of its beneficial entitlement in the Undivided Bare
Trust, except in accordance with Clause 4.3 of the
Receivables Trust Deed and Trust Cash Management
Agreement and acknowledges that any attempt to do so
shall be void;
(ii) without
prejudice to the generality of Clause 9(c)(i)
above, the Loan Note Issuer hereby undertakes to the
Receivables Trustee for the benefit of itself and as
trustee for each other Beneficiary that it will not make
any Disposal or create or grant any Encumbrance in
respect of any of the Related Debt if the effect of any
such Disposal or Encumbrance could result in the
Investor Interest being beneficially held by or charged
to different persons and acknowledges that any attempt
to do so shall be void, PROVIDED THAT the Receivables
Trustee and each Transferor hereby acknowledge and
consent to (as evidenced by their respective executions
of this Supplement) that the Related Debt shall be
subject to the form of security granted for the benefit
of the Loan Note Holder pursuant to the supplement to
the Security Trust Deed, and PROVIDED, FURTHER THAT the
Related Debt will be subject to the form of security
that the Loan Note Holder has granted over its assets in
order to secure its obligations in respect of the
Associated Debt.
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<PAGE>
(d)
TAX
RBS Cards Securitisation Funding Limited in its capacity as the
Loan Note Issuer and Investor Beneficiary under this Supplement
hereby confirms that it has a business establishment (for the
purposes of Section 9 of the Value Added Tax Act 1994) in
Jersey, Channel Islands which is either its sole business
establishment (with no other fixed establishment anywhere else
in the world) or is its business (or other fixed) establishment
at which any services received by it as contemplated in the
Series 2005-A Relevant Documents are most directly used or to
be used or, as the case may be, its business (or other fixed)
establishment which is most directly concerned with any
services supplied by it as contemplated in the Relevant
Documents.
(e)
ADDITIONAL SUPPLEMENTS
The Loan Note Issuer in its capacity as the Series 2005-A
Investor Beneficiary consents and confirms as a Beneficiary of
the Receivables Trust that, (i) subject to Clause 4.6(b) of the
Receivables Trust Deed and Trust Cash Management Agreement and
the prior written consent of each of the Beneficiaries of the
Receivables Trust (including the Loan Note Issuer), the
Receivables Trust may be supplemented and varied from time to
time in accordance with the terms of additional supplements;
and (ii) subject to the prior written consent of each of the
Beneficiaries of the Receivables Trust (including the Loan Note
Issuer) this Supplement may be varied from time to time in
accordance with the terms of paragraph (g) below.
(f)
LIMITED RECOURSE
The Series 2005-A Investor Beneficiary hereby undertakes to the
Receivables Trustee (or any successor trustee) for itself and
as trustee for
each other Beneficiary that:
(i) the
obligations of the Receivables Trustee hereunder at
any time are limited to the lesser, at such time, of (a)
the nominal amount thereof (the "NOMINAL AMOUNT") and
(b) an amount (the "AVAILABLE AMOUNT") equivalent to the
value of the Trust Property at such time. No Beneficiary
shall have a right to have recourse to, or make demand
or initiate proceedings against the Receivables Trustee
whilst the nominal amount exceeds the available amount.
The Receivables Trustee shall incur no liability and be
under no additional duty to any person solely as a
result of any inability on its part to make payments or
to perform other obligations hereunder, which inability
results from the operation of the foregoing provisions
of this Clause 9(f); and
(ii) it shall
have no recourse, in respect of any obligation,
covenant or agreement of the Receivables Trustee,
against any shareholder, officer, agent or director of
the Receivables Trustee.
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<PAGE>
(g) The
Loan Note issuer in its capacity as the Series 2005-A
Investor
Beneficiary shall only consent to any material
amendment to this Supplement (excluding amendments necessary to
correct manifest error) when instructed to do so by holders of
Related Debt holding not less than two-thirds of such Related
Debt.
10. NEGATIVE
COVENANTS OF THE INVESTOR BENEFICIARY
The Series 2005-A Investor Beneficiary shall not, save to the
extent
permitted by the Series 2005-A Relevant Documents (as defined
below)
or with the prior written consent of each Transferor Beneficiary
in
respect of any future Series:
(a) create
or permit to subsist any Encumbrance including, without
limitation, anything analogous to any of the foregoing under
the laws of any jurisdiction upon the whole or any part of its
present or future undertaking, assets or revenues (including
uncalled capital);
(b) carry
on any business other than as described in the Series
2005-A Associated Debt Prospectus and in respect of that
business shall not engage in any activity or do anything
whatsoever except:
(i)
preserve and/or exercise and/or enforce any of its
rights and perform and observe its obligations under the
Related Debt, the Receivables Trust Deed and Trust Cash
Management Agreement, this Supplement and any mandates
regarding the Series 2005-A Loan Note Issuer Expenses
Account, the Series 2005-A Loan Note Issuer Distribution
Account or any other bank account of the Loan Note
Issuer, the Security Trust Deed and this Supplement (all
of such, the "SERIES 2005-A RELEVANT DOCUMENTS") and
preserve and/or exercise and/or enforce any of its
rights and
perform and observe its obligations under the
documents it has entered into or will enter into in
respect of any other Series (the "OTHER SERIES
DOCUMENTS");
(ii) use, invest or dispose of
any of its property or assets
in the manner provided in or contemplated by the Series
2005-A Relevant Documents and the Other Series
Documents; and
(iii) perform any act
incidental to or necessary in connection
with (i) or (ii) above;
(c) have
or form, or cause to be formed, any subsidiary, subsidiary
undertakings or undertakings of any other nature or have any
employees or premises or have an interest in any bank account
other than Trust Accounts, the Series 2005-A Loan Note Issuer
Expense Account, the Series 2005-A Loan Note Issuer
Distribution Account and any other bank accounts established by
the Series 2005-A Investor Beneficiary in respect of any other
Series;
(d)
create, incur or suffer to exist any indebtedness (other than
indebtedness permitted to be incurred under the terms of its
articles of association and pursuant to or as
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<PAGE>
contemplated in any of the Relevant Documents) or give any
guarantee in respect of any obligation of any Person;
(e)
repurchase any shares or declare or pay any dividend or other
distribution to its shareholders, PROVIDED THAT the Series
2005-A Investor Beneficiary shall be entitled to declare and
pay dividends after preparation of audited quarterly,
semi-annual or annual accounts;
(f)
consolidate with or merge with or into any person or liquidate
or dissolve on a voluntary basis;
(g) waive,
modify or amend, or consent to any waiver, modification
or amendment of, any of the provisions of the Series 2005-A
Relevant Documents, without the prior written consent of the
Security Trustee (and, in the case of the calculation of
interest and determination of any interest period for the
purposes of the Related Debt, the Transferor Beneficiaries and
in the case of the Receivables Trust Deed and Trust Cash
Management Agreement and the Series 2005-A Supplement, each of
the Beneficiaries of the Receivables Trust); or
(h) offer
to surrender to any company any amounts which are
available for surrender by way of group relief.
11. FURTHER
UNDERTAKINGS OF THE INVESTOR BENEFICIARY
(a)
INVESTOR TRUST CASH MANAGEMENT FEE
The Loan Note Issuer hereby undertakes to the Receivables
Trustee for the benefit of itself and as trustee for each other
Beneficiary (by way of contractual obligation owed by the Loan
Note Issuer to no other person and not as part of the terms of
the Receivables Trust) that it will pay, by way of Additional
Consideration (such payment being identified as the Investor
Trust Cash Management Fee Payment Amount referable to Series
2005-A), to the Receivables Trustee from its own resources in
the circumstances and in the manner set out above in Part 3 of
the Schedule an amount equal to the Investor Trust Cash
Management Fee. The Receivables Trustee will then use such
amount to help meet the Cash Management Fee Payment Amount
payable by the Receivables Trustee to the Trust Cash Manager
pursuant to Clause 9.2(a) of the Receivables Trust Deed and
Trust Cash Management Agreement to be met by the Receivables
Trustee from payments to be made by the Beneficiaries in the
circumstances and in the manner set out above in Part 3 of the
Schedule. The amount of any such payment to be made by the
Beneficiaries to the Receivables Trustee shall not exceed an
amount equal to the amount of monies available for such purpose
as set out in this Part 3 of the Schedule. Any amount payable
under this paragraph (a) shall be inclusive of VAT thereon, if
applicable.
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<PAGE>
To the extent necessary the Receivables Trustee is hereby
authorised to make such payments described above on the
Investor Beneficiary's behalf.
(b)
INVESTOR TRUSTEE PAYMENT AMOUNT
The Loan Note Issuer hereby undertakes to the Receivables
Trustee for the benefit of itself and as trustee for each other
Beneficiary (by way of a contractual obligation owed by the
Investor Beneficiary to no other person and not as part of the
terms of the Receivables Trust) that it will pay, by way of
Additional Consideration in accordance with Clause 3(c)
(identified as "TRUSTEE PAYMENT AMOUNT") to the Receivables
Trustee the share of the Aggregate Trustee Payment Amount
payable pursuant to Clause 7.15 of the Receivables Trust Deed
and Trust Cash Management Agreement to be met by the
Beneficiaries in the circumstances and in the manner set out
above in this Part 4 of the Schedule. The amount of any such
payment to be made by the Beneficiaries to the Receivables
Trustee shall not exceed an amount equal to the amount of
monies available for such purpose as set out in this Part 4 of
the Schedule. Any amount payable under this paragraph (b) shall
be inclusive of VAT thereon if applicable.
To the extent necessary the Receivables Trustee is hereby
authorised to make such payments described above on the
Investor Beneficiary's behalf.
(c) SPREAD
ACCOUNT AMOUNTS
The Loan Note Issuer hereby undertakes to the Receivables
Trustee (by way of a contractual obligation owed by the Loan
Note Issuer to the Receivables Trustee and to no other person
and not as part of the terms of the Receivables Trust) to pay
from its own resources amounts equal to the following amounts
to the Receivables Trustee by way of Additional Consideration
in accordance with Clause 3(c) (identified as "INVESTMENT
PROCEEDS" or "SPREAD ACCOUNT SURPLUS" as applicable) referable
to Series 2005-A, at the following times:
(i) in
accordance with Clause 5.19(b)(iv)(B), on each
Transfer Date an amount equal to the Spread Account
Surplus on such Transfer Date;
(ii) in
accordance with Clause 5.19(d), upon the earlier to
occur of:
(1) the termination of
the Receivables Trust pursuant
to Clause 6.3 or Clause 8 of the Receivables Trust
Deed and Trust Cash Management Agreement; and
(2) the Series 2005-A
Termination Date;
an amount equal to all amounts on deposit in the Spread Account
(identified for Series 2005-A) at that time, in each case after
taking into account all deposits in and withdrawals from the
Spread Account on the date in question other than any
withdrawal pursuant to this paragraph (c).
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<PAGE>
(d)
RESERVE ACCOUNT AMOUNTS
The Loan Note Issuer undertakes to the Receivables Trustee (by
way of a contractual obligation owed to the Receivables Trustee
and to no other person and not as part of the terms of the
Receivables Trust) to pay to the Receivables Trustee from its
own resources by way of Additional Consideration in accordance
with Clause 3(c)
(identified as the "RESERVE ACCOUNT SURPLUS")
referable to Series 2005-A at the following times:
(i) on any
Transfer Date an amount equal to the Reserve
Account Surplus on such Transfer Date (after giving
effect to all deposits to and from the Reserve Account
with respect to such Transfer Date); and
(ii) on the
earlier of:
(1) the termination of
the Receivables Trust pursuant
to Clause 6.3 or Clause 8 of the Receivables Trust
Deed and Trust Cash Management Agreement;
(2) the first Transfer
Date during the Regulated
Amortisation Period or the Rapid Amortisation
Period; and
(3) the Transfer Date
immediately preceding the Series
2005-A Scheduled Redemption Date;
an amount equal to all amounts on deposit in the Reserve
Account (identified, and in the relevant ledger for Series
2005-A) on such date after the prior payment of all amounts due
that are payable from the Reserve Account as provided herein.
(e)
INVESTOR INDEMNITY AMOUNT
(i) The
Loan Note Issuer hereby undertakes to the
Receivables Trustee for itself and as trustee for each
other Beneficiary (by way of a contractual obligation
owed by the Loan Note Issuer to no other person and not
as part of the terms of the Receivables Trust) that it
will pay to the Receivables Trustee from its own
resources by way of Additional Consideration in
accordance with Clause 3(c), an amount equal to the
Aggregate Investor Indemnity Amount (identified as the
"INVESTOR INDEMNITY AMOUNT"). The amount of any such
payment to be made by the Loan Note Issuer to the
Receivables Trustee shall not exceed an amount equal to
the amount of monies available for such purpose as set
out in Clause 5.15(k) of the Schedule;
(ii) It is
acknowledged and agreed by each of the parties
hereto that to the extent that the Loan Note Issuer
makes payment to the Receivables Trustee to enable it to
make payment to each Transferor from other sources in
respect of the amount referred to it in paragraph (e)(i)
above, such payment shall be treated as discharging pro
tanto the obligations referred to in paragraph (e)(i)
above
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<PAGE>
and that an amount shall be distributed equal to the
amount of such payment contemplated in Clause 5.14 of
the Schedule.
(f)
INVESTMENT PROCEEDS
The Loan Note Issuer hereby undertakes to the Receivables
Trustee for itself and as trustee for each other Beneficiary
(by way of a contractual obligation owed by the Loan Note
Issuer to no other person and not as part of the terms of the
Receivables Trust) that, unless specified otherwise herein, it
will pay to the Receivables Trustee from its own resources by
way of Additional Consideration in accordance with Clause 3(c)
(identified as "INVESTMENT PROCEEDS"), amounts equal to any
payments it receives in respect of investment earnings (to the
extent not included in Excess Spread) from the Receivables
Trust.
To the extent necessary the Receivables Trustee is hereby
authorised
to make such payments described above on the Loan Note Issuer's
behalf.
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<PAGE>
PART 4
MISCELLANEOUS
SCHEDULE 2 OF MASTER FRAMEWORK
AGREEMENT
1. Unless
otherwise stated herein, the common terms contained in Schedule
2
of the Master Framework Agreement (the "COMMON TERMS") shall apply
to
this Supplement.
2. Paragraph
15 of the Common
Terms shall not apply
to the Note Trustee in
respect of the final sentence of the definition of "Issuer Costs
Amount".
3. Paragraph 15 of
the Common Terms shall not apply to the Security Trustee
in
respect of the final
sentence of the
definition of "Loan Note Issuer
Costs Amount".
IN WITNESS WHEREOF the Receivables Trustee,
RBS (in its capacities as
Transferor Beneficiary, Trust Cash Manager,
Servicer and Transferor), Natwest
(in its capacities as Transferor
Beneficiary and Transferor) and the Loan Note
Issuer (in its capacities as Loan Note
Issuer and Investor Beneficiary in
respect of Series 2005-A) have caused this
Supplement to be duly executed and
delivered in Jersey by their duly
authorised representatives as a deed on the
day and year first above written.
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<PAGE>
THE SCHEDULE
SUPPLEMENT TO THE RECEIVABLES TRUST DEED AND TRUST CASH
MANAGEMENT AGREEMENT
AND THE RECEIVABLES TRUST
PART 1
DEFINITIONS
DEFINITIONS
Whenever used in this Supplement, the words
and phrases, if any, defined in
Schedule 1 (Sub-Class Definitions) shall,
unless otherwise defined herein or
the context requires otherwise, bear the
same meanings herein;
"ADDITIONAL CONSIDERATION" shall have the
meaning specified in Clause 3(c);
"ADJUSTED INVESTOR INTEREST" shall mean,
with respect to any date of
determination, an amount equal to the
Initial Investor Interest as reduced by
the aggregate of:
(1)
Principal Collections distributed to the Loan Note Issuer in
respect of Series 2005-A out of the Undivided Bare Trust
(including amounts credited to the Series 2005-A Principal
Funding Ledger and Series 2005-A Principal Collections Ledger);
(2)
Principal Collections used by the Loan Note Issuer in respect
of Series 2005-A as Utilised Retained Principal Collections as
reduced by the aggregate of that part of the Additional
Consideration paid by the Loan Note Issuer and identified as
"REFUNDED UTILISED PRINCIPAL COLLECTIONS";
(3)
Investor Default Amounts as reduced by the aggregate of that
part of the Additional Consideration paid by the Loan Note
Issuer and identified as "LOSS MAKE-UP (DEFAULT)"; and
(4)
Investor Charge-Offs as reduced by the aggregate of that part
of the Additional Consideration paid by the Loan Note Issuer
and identified as "LOSS MAKE-UP (CHARGE-OFF)",
all calculated as at that date.
"AGGREGATE INVESTOR DEFAULT AMOUNT" shall
mean, with respect to any Monthly
Period, the sum of the Investor Default
Amounts in respect of such Monthly
Period;
"AGGREGATE INVESTOR INDEMNITY AMOUNT" shall
mean, with respect to any Monthly
Period, the sum of the Investor Indemnity
Amounts in respect of such Monthly
Period;
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<PAGE>
"APPLICABLE LIBOR RATE" for each
Calculation Period will be determined by the
Trust Cash Manager. The Trust Cash Manager
will determine "GBP-LIBOR-BBA" in
accordance with the ISDA definitions
provided that the purposes of making such
a determination in respect of any
Calculation Period, the Reset Date (as
defined in the ISDA definitions) shall be
the first day of such Calculation
Period and the Designated Maturity (as
defined in the ISDA definitions) shall
be 1 month or in the case of the first
Calculation Period, 2 months ("LIBOR").
If the Trust Cash Manager is unable to
determine GBP-LIBOR-BBA, the Applicable
LIBOR Rate for any Calculation Period will
be the Applicable LIBOR Rate last
determined.
"APPLICABLE SERIES" shall mean, with
respect to any date of determination, a
Series with an Investor Interest of greater
than zero;
"ASSOCIATED DEBT" means, collectively, the
Class A Associated Debt, the Class B
Associated Debt and the Class C Associated
Debt;
"AVAILABLE RESERVE ACCOUNT AMOUNT" shall
mean, with respect to any Transfer
Date, the lesser of (a) the amount on
deposit in the Series 2005-A Reserve
Account Ledger on such date (before giving
effect to any deposit made or to be
made pursuant to Clause 5.15(i) into the
Series 2005-A Reserve Account Ledger
on such date) and (b) the Required Reserve
Amount;
"AVAILABLE SPREAD" shall mean, with respect
to any Transfer Date, the sum of
the amounts with respect to such Transfer
Date, if any, specified pursuant to
Clauses 5.10(a)(vi), 5.10(b)(iv) and
5.10(c)(iii);
"AVAILABLE SPREAD ACCOUNT AMOUNT" shall
mean, with respect to any Transfer
Date, the lesser of (a) the amount on
deposit in the Series 2005-A Spread
Account Ledger on such date (before giving
effect to any deposit made or to be
made pursuant to Clause 5.15(i) in the
Series 2005-A Spread Account Ledger for
Series 2005-A on such date) and (b) the
Required Spread Account Amount;
"BUSINESS DAY" shall mean any day which is
a Trans-european Automated Realtime
Gross settlement Express Transfer system
(TARGET) settlement day, other than a
Saturday, a Sunday or a day on which
banking institutions in: London, England;
Edinburgh, Scotland; Jersey, Channel
Islands; or New York, New York are
authorised or obliged by law or executive
order to be closed;
"CALCULATION PERIOD" shall mean, with
respect to any Distribution Date, the
period from and including the Distribution
Date immediately preceding such
Distribution Date (or in the case of the
first Distribution Date from and
including the Closing Date) to but
excluding such Distribution Date;
"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 as
set out in Clause 5.06;
"CERTIFICATE" shall mean the Certificate
executed by each Transferor and
authenticated by or on behalf of the
Receivables Trustee, substantially in the
form attached to the Receivables Trust
Deed
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<PAGE>
and Trust Cash Management Agreement, which
evidences the aggregate beneficial
interest of the Loan Note Issuer in the
Receivables Trust;
"CLASS A" shall mean, for calculation
purposes, the portion of the Related Debt
related to the Class A Associated Debt;
"CLASS A ADDITIONAL FINANCE AMOUNT" shall
have the meaning specified in Clause
5.07(a)(v);
"CLASS A ADJUSTED INVESTOR INTEREST" shall
mean, with respect to any date of
determination, an amount equal to the Class
A Investor Interest MINUS that
portion of the Principal Funding Account
Balance in respect of Series 2005-A
allocated to Class A (in an amount not to
exceed the Class A Investor Interest)
on such date of determination;
"CLASS A ASSOCIATED DEBT" means the
$2,175,000,000 principal amount of Series
2005-A Class A Notes constituted by a trust
deed supplement dated 15 December
2005 between the Series 2005-A Issuer and
The Bank of New York;
"CLASS A AVAILABLE FUNDS" shall mean, with
respect to any Monthly Period, an
amount equal to the sum of:
(a) the Class
A Floating Percentage of Finance Charge Collections
distributed to Series 2005-A for such Monthly Period;
(b) the Class
A Floating Percentage of amounts with respect to Acquired
Interchange distributed to Series 2005-A and credited to the
Series
2005-A Finance Charge Collections Ledger for such Monthly Period
(or
to be credited to the Series 2005-A Finance Charge Collections
Ledger
on the related Transfer Date with respect to the preceding
Monthly
Period) pursuant to the Receivables Trust Deed and Trust Cash
Management Agreement;
(c) with
respect to any Monthly Period during the Controlled
Accumulation
Period prior to the payment in full of the Class A Investor
Interest,
the Principal Funding Investment Proceeds pursuant to Clause
5.20(b)(iii) (up to a maximum amount equal to the Class A
Covered
Amount), if any, with respect to the related Transfer Date; and
(d) amounts
allocated to Class A, if any, to be withdrawn from the Series
2005-A Reserve Account Ledger which will be credited to the
Series
2005-A Finance
Charge Collections Ledger on the related Transfer Date
pursuant to Clauses 5.22(b)(iii) and 5.22(d);
"CLASS A CASH MANAGEMENT FEE" means any
Investor Trust Cash Management Fee to
be paid to the Receivables Trustee
allocated to Class A pursuant to paragraph
(b)(i) of Part 3 of this Schedule;
"CLASS A COVERED AMOUNT" shall mean an
amount determined as of each Transfer
Date with respect to any Calculation Period
during the Controlled Accumulation
Period prior to the payment in full of the
Class A Investor Interest, equal to
the product of (a) (i) a fraction, the
numerator of which is the actual number
of days in such Calculation Period and the
denominator of which is 365, and (b)
the Class A LN Rate in effect with respect
to such Calculation Period, and (c)
the Principal
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<PAGE>
Funding Account Balance for Series 2005-A
as of the last day of the Monthly
Period preceding the Monthly Period in
which such Calculation Period ends;
"CLASS A DEBT AMOUNT" means, with respect
to any date of determination, an
amount equal to the Class A Initial
Investor Interest MINUS the aggregate
amount of principal payments made to the
Loan Note Issuer notionally referable
to the Class A Investor Interest from Trust
Property PROVIDED, HOWEVER, that
upon the Series 2005-A Termination Date,
the Class A Debt Amount shall be an
amount equal to zero;
"CLASS A DEFICIENCY AMOUNT" shall mean, in
respect of any Transfer Date, an
amount equal to the excess, if any, of the
Class A Monthly Required Expense
Amount as of the prior Transfer Date
(disregarding for this purpose the Class A
Trustee Payment Amount and the Loan Note
Issuer Costs Amount) over the amounts
actually deposited (or would have been
deposited but for the imposition of any
withholding or deduction for any tax or
levy which the Receivables Trustee is
required to make by law) as the Class A
Monthly Distribution Amount into the
Series 2005-A Loan Note Issuer Distribution
Account for the payment of such
amount in accordance with Clause
5.10(a)(iii);
"CLASS A FIXED PERCENTAGE" shall mean, with
respect to any Monthly Period
following the Revolving Period, the
percentage equivalent of a fraction, the
numerator of which is the Class A Investor
Interest as of the close of business
on the last day of the Revolving Period and
the denominator of which is equal
to the Investor Interest as of the close of
business on the last day of the
Revolving Period;
"CLASS A FLOATING PERCENTAGE" shall mean,
with respect to any Monthly Period,
the percentage equivalent of a fraction,
the numerator of which is the Class A
Adjusted Investor Interest as of the close
of business on the last day of the
preceding Monthly Period and the
denominator of which is equal to the Adjusted
Investor Interest as of the close of
business on the last day of the preceding
Monthly Period PROVIDED, HOWEVER, that,
with respect to the first Monthly
Period, the Class A Floating Percentage
shall mean the percentage equivalent of
a fraction, the numerator of which is the
Class A Initial Investor Interest and
the denominator of which is the Initial
Investor Interest;
"CLASS A INITIAL INVESTOR INTEREST" shall
mean [POUND]1,257,225,434;
"CLASS A INVESTOR CHARGE-OFF" shall have
the meaning specified in Clause
5.13(a)(iii);
"CLASS A INVESTOR DEFAULT AMOUNT" shall
mean, with respect to each Transfer
Date, an amount equal to the product of (a)
the Aggregate Investor Default
Amount for the related Monthly Period and
(b) the Class A Floating Percentage
applicable for the related Monthly
Period;
"CLASS A INVESTOR INTEREST" shall mean, on
any date of determination, a
principal amount equal to:
(a) the Class
A Initial Investor Interest, MINUS
(b) the
aggregate amount of principal payments made to the Loan Note
Issuer in respect of Series 2005-A and referable to the Class A
Investor Interest from Trust Property (with the effect that the
amount
of principal beneficial entitlement in the Receivables Trust as
evidenced by the Investor Certificate is reduced) prior to such
date,
MINUS
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<PAGE>
(c) the
excess, if any, of the aggregate amount of Class A Investor
Charge-Offs pursuant to Clause 5.13(a)(iii) over Class A
Investor
Charge-Offs reimbursed pursuant to Clause 5.15(b) prior to such
date
of determination;
PROVIDED, HOWEVER, that the Class A
Investor Interest may not be reduced below
zero;
"CLASS A INVESTOR PERCENTAGE" shall mean
for any Monthly Period, (a) with
respect to Receivables in Defaulted
Accounts and Finance Charge Receivables at
any time and Principal Receivables during
the Revolving Period, the Class A
Floating Percentage, and (b) with respect
to Principal Receivables during the
Controlled Accumulation Period, Regulated
Amortisation Period or Rapid
Amortisation Period, the Class A Fixed
Percentage;
"CLASS A LN RATE" means, in relation to any
Calculation Period, the Applicable
LIBOR Rate payable in respect of that
Calculation Period plus 0.10175% per
cent. per annum.;
"CLASS A MONTHLY DISTRIBUTION AMOUNT" shall
have the meaning specified in
Clause 5.10(a)(iii);
"CLASS A MONTHLY FINANCE AMOUNT" shall have
the meaning specified in Clause
5.07(a)(iii);
"CLASS A MONTHLY PRINCIPAL AMOUNT" shall
mean the monthly amount representing
Principal Collections referable to Class A
as calculated in accordance with
Clause 5.08(a);
"CLASS A MONTHLY REQUIRED EXPENSE AMOUNT"
shall mean in respect of each Monthly
Period the amount as calculated in
accordance with Clause 5.07(a);
"CLASS A REQUIRED AMOUNT" shall have the
meaning specified in Clause 5.09(a);
"CLASS A SERVICING FEE" shall have the
meaning specified in paragraph (a)(ii)
of Part 2 of the Schedule;
"CLASS A TRUSTEE PAYMENT AMOUNT" shall have
the meaning specified in paragraph
(a)(ii) of Part 4 of the Schedule;
"CLASS B" shall mean, for calculation
purposes, the portion of the Related Debt
related to the Class B Associated Debt;
"CLASS B ADDITIONAL FINANCE AMOUNT" shall
have the meaning specified in Clause
5.07(b)(iv);
"CLASS B ADJUSTED INVESTOR INTEREST" shall
mean, with respect to any date of
determination, an amount equal to the Class
B Investor Interest MINUS that
portion of the Principal Funding Account
Balance in respect of Series 2005-A
allocated to Class B (in an amount not to
exceed the Class B Investor Interest)
on such date of determination;
"CLASS B ASSOCIATED DEBT" shall mean the
$175,000,000 principal amount of
Series 2005-A Class B Notes constituted by
a trust deed supplement dated 15
December 2005 between the Series 2005-A
Issuer and The Bank of New York;
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<PAGE>
"CLASS B AVAILABLE FUNDS" shall mean, with
respect to any Monthly Period, an
amount equal to the sum of:
(a) the Class
B Floating Percentage of Finance Charge Collections
distributed to Series 2005-A for such Monthly Period; and
(b) the Class
B Floating Percentage of amounts with respect to Acquired
Interchange distributed to Series 2005-A and credited to the
Series
2005-A Finance Charge Collections Ledger for such Monthly Period
(or
to be credited to the Series 2005-A Finance Charge Collections
Ledger
on the related Transfer Date with respect to the preceding
Monthly
Period) pursuant to the Receivables Trust Deed and Trust Cash
Management Agreement;
"CLASS B CASH MANAGEMENT FEE" means any
Trust Cash Management Fee to be paid to
the Receivables Trustee allocated to Class
B pursuant to paragraph (b)(ii) of
Part 3 of this Schedule;
"CLASS B DEBT AMOUNT" shall mean, with
respect to any date of determination, an
amount equal to the Class B Initial
Investor Interest MINUS the aggregate
amount of principal payments made to the
Loan Note Issuer calculated as
principal payments referable to the Class B
Investor Interest from Trust
Property PROVIDED, HOWEVER, that upon the
Series 2005-A Termination Date the
Class B Debt Amount shall be an amount
equal to zero;
"CLASS B DEFICIENCY AMOUNT" shall mean, in
respect of any Transfer Date, an
amount equal to the excess, if any, of the
Class B Monthly Required Expense
Amount as of the prior Transfer Date
(disregarding for this purpose the Class B
Trustee Payment Amount) over the amount
actually deposited (or would have been
deposited but for the imposition of any
withholding or deduction for any tax or
levy which the Receivables Trustee is
required to make by law) as the Class B
Monthly Distribution Amount into the Series
2005-A Loan Note Issuer
Distribution Account for the payment of
such amount in accordance with Clause
5.10(b)(ii);
"CLASS B FIXED PERCENTAGE" shall mean, with
respect to any Monthly Period
following the Revolving Period, the
percentage equivalent of a fraction, the
numerator of which is the Class B Investor
Interest as of the close of business
on the last day of the Revolving Period and
the denominator of which is equal
to the Investor Interest as of the close of
business on the last day of the
Revolving Period;
"CLASS B FLOATING PERCENTAGE" shall mean,
with respect to any Monthly Period,
the percentage equivalent of a fraction,
the numerator of which is the Class B
Adjusted Investor Interest as of the close
of business on the last day of the
preceding Monthly Period and the
denominator of which is equal to the Adjusted
Investor Interest as of the close of
business on the last day of the preceding
Monthly Period PROVIDED, HOWEVER, that,
with respect to the first Monthly
Period, the Class B Floating Percentage
shall mean the percentage equivalent of
a fraction, the numerator of which is the
Class B Initial Investor Interest and
the denominator of which is the Initial
Investor Interest;
"CLASS B INITIAL INVESTOR INTEREST" shall
mean [POUND]101,156,069;
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<PAGE>
"CLASS B INVESTOR PERCENTAGE" shall mean
for any Monthly Period, (a) with
respect to Receivables in Defaulted
Accounts and Finance Charge Receivables at
any time or Principal Receivables during
the Revolving Period, the Class B
Floating Percentage, and (b) with respect
to Principal Receivables during the
Controlled Accumulation Period, Regulated
Amortisation Period or Rapid
Amortisation Period, the Class B Fixed
Percentage;
"CLASS B INVESTOR CHARGE-OFF" shall have
the meaning specified in Clause
5.13(b)(ii);
"CLASS B INVESTOR DEFAULT AMOUNT" shall
mean, with respect to each Transfer
Date, an amount equal to the product of (a)
the Aggregate Investor Default
Amount for the related Monthly Period and
(b) the Class B Floating Percentage
applicable for the related Monthly
Period;
"CLASS B INVESTOR INTEREST" shall mean, on
any date of determination, a
principal amount equal to:
(a) the Class
B Initial Investor Interest, MINUS
(b) the
aggregate amount of principal payments made to the Loan Note
Issuer in respect of
Series 2005-A and referable to the Class B
Investor Interest from Trust Property (with the effect that the
amount
of principal beneficial entitlement in the Receivables Trust as
evidenced by the Investor Certificate is reduced) prior to such
date,
MINUS
(c) the
aggregate amount of Class B Investor Charge-Offs for all prior
Transfer Dates pursuant to Clause 5.13(b)(ii), MINUS
(d) the
aggregate amount of the Reallocated Class B Principal
Collections
distributed pursuant to Clause 5.17 on all prior Transfer Dates
but
excluding any Reallocated Class B Principal Collections that
have
resulted in a reduction of the Class C Investor Interest, MINUS
(e) an amount
equal to the amount by which the Class B Investor Interest
has been reduced on all prior Transfer Dates pursuant to Clause
5.13(a)(ii), PLUS
(f) the
aggregate amount of Available Spread utilised on all prior
Transfer Dates pursuant to Clause 5.15(c)(ii) and 5.15(d), for
the
purpose of reimbursing amounts deducted pursuant to the
foregoing
clauses (c), (d) and (e);
PROVIDED, HOWEVER, that the Class B
Investor Interest may not be reduced below
zero;
"CLASS B LN RATE" means, in relation to any
Calculation Period, the Applicable
LIBOR Rate payable in respect of that
Calculation Period plus 0.26375% per
cent. per annum;
"CLASS B MONTHLY DISTRIBUTION AMOUNT" shall
have the meaning specified in
Clause 5.10(b)(ii);
"CLASS B MONTHLY FINANCE AMOUNT" shall have
the meaning specified in Clause
5.07(b)(ii);
"CLASS B MONTHLY PRINCIPAL AMOUNT" shall
mean the monthly amount representing
Principal Collections referable to Class B
as calculated in accordance with
Clause 5.08(b);
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<PAGE>
"CLASS B MONTHLY REQUIRED EXPENSE AMOUNT"
shall mean in respect of each Monthly
Period the amount calculated in accordance
with Clause 5.07(b);
"CLASS B PRINCIPAL COMMENCEMENT DATE" shall
be the first Distribution Date (1)
for the Controlled Accumulation Period, on
which an amount equal to the Class A
Investor Interest has been deposited into
the Series 2005-A Principal Funding
Ledger identified, and in the relevant
sub-ledger for Class A; or (2) during
the Regulated Amortisation Period or the
Rapid Amortisation Period, on which
the Class A Investor Interest has been
reduced to zero;
"CLASS B REQUIRED AMOUNT" shall have the
meaning specified in Clause 5.09(b);
"CLASS B SCHEDULED REDEMPTION DATE" shall
mean the Series 2005-A Scheduled
Redemption Date;
"CLASS B SERVICING FEE" shall have the
meaning specified in paragraph (a)(iii)
of Part 2 of the Schedule;
"CLASS B TRUSTEE PAYMENT AMOUNT" shall have
the meaning specified in paragraph
(a)(iii) of Part 4 of the Schedule;
"CLASS C" shall mean, for calculation
purposes, the portion of Related Debt
related to the Class C Associated Debt;
"CLASS C ADDITIONAL FINANCE AMOUNT" shall
have the meaning specified in Clause
5.07(c)(iv);
"CLASS C ADJUSTED INVESTOR INTEREST" shall
mean, with respect to any date of
determination, an amount equal to the Class
C Investor Interest MINUS that
portion of the Principal Funding Account
Balance in respect of Series 2005-A
allocated to Class C (in an amount not to
exceed the Class C Investor Interest)
on such date of determination;
"CLASS C ASSOCIATED DEBT" shall mean the
$150,000,000 principal amount of
Series 2005-A Class C Notes constituted by
a trust deed supplement dated 15
December 2005 between the Series 2005-A
Issuer and The Bank of New York;
"CLASS C AVAILABLE FUNDS" shall mean, with
respect to any Monthly Period, an
amount equal to the sum of:
(a) the Class
C Floating Percentage of Finance Charge Collections
distributed to Series 2005-A for such Monthly Period; and
(b) the Class
C Floating Percentage of amounts with respect to Acquired
Interchange distributed to Series 2005-A and credited to the
Series
2005-A Finance Charge Collections Ledger for such Monthly Period
(or
to be credited to the Series 2005-A Finance Charge Collections
Ledger
on the related Transfer Date with respect to the preceding
Monthly
Period) pursuant to the Receivables Trust Deed and Trust Cash
Management Agreement;
"CLASS C CASH MANAGEMENT FEE" means any
Trust Cash Management Fee to be paid to
the Receivables Trustee allocated to Class
C pursuant to paragraph (b)(iii) of
Part 3 of this Schedule;
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<PAGE>
"CLASS C DEBT AMOUNT" shall mean, with
respect to any date of determination, an
amount equal to the Class C Initial
Investor Interest MINUS the aggregate
amount of principal payments made to the
Loan Note Issuer calculated as
principal payments referable to the Class C
Investor Interest from Trust
Property PROVIDED, HOWEVER, that upon the
Series 2005-A Termination Date the
Class C Debt Amount shall be an amount
equal to zero;
"CLASS C DEFICIENCY AMOUNT" shall mean, in
respect of any Transfer Date, an
amount equal to the excess, if any, of the
Class C Monthly Required Expense
Amount as of the prior Transfer Date
(disregarding for this purpose the Class C
Trustee Payment Amount, the Monthly
Expenses Loan Amount and the Issuer Profit
Amount) over the amounts actually deposited
(or would have been deposited but
for the imposition of any withholding or
deduction for any tax or levy which
the Receivables Trustee is required to make
by law) as the Class C Monthly
Distribution Amount into the Series 2005-A
Loan Note Issuer Distribution
Account for the payment of such amount on
the related Transfer Date in
accordance with Clause 5.15(e);
"CLASS C FIXED PERCENTAGE" shall mean, with
respect to any Monthly Period
following the Revolving Period, the
percentage equivalent of a fraction, the
numerator of which is the Class C Investor
Interest as of the close of business
on the last day of the Revolving Period and
the denominator of which is equal
to the Investor Interest as of the close of
business on the last day of the
Revolving Period;
"CLASS C FLOATING PERCENTAGE" shall mean,
with respect to any Monthly Period,
the percentage equivalent of a fraction,
the numerator of which is the Class C
Adjusted Investor Interest as of the close
of business on the last day of the
preceding Monthly Period and the
denominator of which is equal to the Adjusted
Investor Interest as of the close of
business on the last day of the preceding
Monthly Period PROVIDED, HOWEVER, that,
with respect to the first Monthly
Period, the Class C Floating Percentage
shall mean the percentage equivalent of
a fraction, the numerator of which is the
Class C Initial Investor Interest and
the denominator of which is the Initial
Investor Interest;
"CLASS C INITIAL INVESTOR INTEREST" shall
mean [POUND]86,705,202;
"CLASS C INVESTOR PERCENTAGE" shall mean
for any Monthly Period, (a) with
respect to Receivables in Defaulted
Accounts and Finance Charge Receivables at
any time or Principal Receivables during
the Revolving Period, the Class C
Floating Percentage, and (b) with respect
to Principal Receivables during the
Controlled Accumulation Period, Regulated
Amortisation Period or Rapid
Amortisation Period, the Class C Fixed
Percentage;
"CLASS C INVESTOR CHARGE-OFF" shall have
the meaning specified in Clause
5.13(c)(i);
"CLASS C INVESTOR DEFAULT AMOUNT" shall
mean, with respect to each Transfer
Date, an amount equal to the product of (a)
the Aggregate Investor Default
Amount for the related Monthly Period and
(b) the Class C Floating Percentage
applicable for the related Monthly
Period;
"CLASS C INVESTOR INTEREST" means, with
respect to any date of determination,
an amount equal to:
(a) the Class
C Initial Investor Interest, MINUS
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<PAGE>
(b) the
aggregate amount of principal payments made to the Loan Note
Issuer in respect of Series 2005-A and referable to the Class C
Investor Interest from Trust Property (with the effect that the
amount of principal beneficial entitlement in the Receivables
Trust as
evidenced by the Investor Certificate is reduced) prior
to such date, including, for the avoidance of doubt, an amount
equal to all Available Spread Account Amounts credited in
respect
of the Class C Investor Interest) on all prior Transfer Dates
pursuant to Clauses 5.19(a)(iv)(B)(1)(bb), MINUS
(c) the
aggregate amount of Class C Investor Charge-Offs for all prior
Transfer Dates, pursuant to Clause 5.13(c)(i), MINUS
(d) the
aggregate amount of Reallocated Class B Principal Collections
allocated to the Class C Investor Interest and Reallocated Class
C
Principal Collections allocated pursuant to Clauses 5.16 and 5.17
on
all prior Transfer Dates, MINUS
(e) an amount equal to the
amount by which the Class C Investor Interest
has been reduced in order to cover Class A Investor Default
Amounts
and Class B Investor Default Amounts pursuant to Clauses
5.13(a)(i)
and 5.13(b)(i), and PLUS
(f) the
aggregate amount of Available Spread allocated and available on
all prior Transfer Dates pursuant to Clause 5.15(g) to
reimburse
amounts deducted pursuant to the foregoing clauses (c), (d) and
(e),
PROVIDED, HOWEVER that the Class C Investor
Interest may not be reduced below
zero;
"CLASS C LN RATE" means, in relation to any
Calculation Period, the Applicable
LIBOR Rate payable in respect of that
Calculation Period plus 0.40525 per cent.
per annum;
"CLASS C MONTHLY DISTRIBUTION AMOUNT" shall
have the meaning specified in
Clause 5.15(e);
"CLASS C MONTHLY FINANCE AMOUNT" shall have
the meaning specified in Clause
5.07(c)(ii);
"CLASS C MONTHLY PRINCIPAL AMOUNT" shall
mean the monthly amount representing
Principal Collections referable to Class C
as calculated in accordance with
Clause 5.08(c);
"CLASS C MONTHLY REQUIRED EXPENSE AMOUNT"
shall mean in respect of each Monthly
Period the amount calculated in accordance
with Clause 5.07(c);
"CLASS C PRINCIPAL COMMENCEMENT DATE" shall
be the first Distribution Date (1)
for the Controlled Accumulation Period, on
which an amount equal to the
aggregate of the Class A Investor Interest
and the Class B Investor Interest
has been deposited into the Series 2005-A
Principal Funding Ledger identified,
and in the relevant ledger for Class A and
Class B, respectively; or (2) during
the Regulated Amortisation Period or the
Rapid Amortisation Period, on which
the Class B Investor Interest has been
reduced to zero;
"CLASS C RELEASE DATE" shall mean the first
Distribution Date on which the
Class A Investor Interest and the Class B
Investor Interest has been reduced to
zero;
- 27 -
<PAGE>
"CLASS C SCHEDULED REDEMPTION DATE" shall
mean the Series 2005-A Scheduled
Redemption Date;
"CLASS C SERVICING FEE" shall have the
meaning specified in paragraph (a)(iv)
of Part 2 of the Schedule;
"CLASS C TRUSTEE PAYMENT AMOUNT" shall have
the meaning specified in paragraph
(a)(iv) Part 4 of the Schedule;
"CLOSING DATE" shall mean 15th December
2005;
"CONTROLLED ACCUMULATION PERIOD" shall
mean, unless a Pay Out Event shall have
occurred prior thereto, the period
commencing the first day of business in June
2009, or such later date as is determined
in accordance with Clause 5.05(g) and
ending on the first to occur of (a) the
commencement of the Regulated
Amortisation Period or Rapid Amortisation
Period and (b) the Series 2005-A
Termination Date;
"CONTROLLED ACCUMULATION PERIOD FACTOR"
shall mean, for each Monthly Period, a
fraction, the numerator of which is equal
to the sum of the adjusted investor
interests of all Applicable Series and the
denominator of which is equal to the
sum (without duplication) of (a) the
Initial Investor Interest, (b) the initial
investor interests of all Applicable Series
(other than Series 2005-A) in Group
One (other than Companion Series) which are
not expected to be in their
revolving periods, and (c) the initial
investor interests of all other
Applicable Series which are not allocating
Shared Principal Collections and are
in their revolving periods;
"CONTROLLED ACCUMULATION PERIOD LENGTH"
shall have the meaning specified in
Clause 5.05(g);
"CONTROLLED ACCUMULATION SHORTFALL" shall
initially mean zero and shall
thereafter mean, with respect to any
Transfer Date during the Controlled
Accumulation Period, the excess, if any, of
the Controlled Deposit Amount for
the previous Transfer Date over the
aggregate amount credited to the Series
2005-A Principal Funding Ledger pursuant to
Clause 5.11(a) with respect to
Class A, Class B, and Class C for the
previous Monthly Period;
"CONTROLLED DEPOSIT AMOUNT" shall mean:
(a) for any
Transfer Date with respect to the Controlled Accumulation
Period prior to the payment in full of the Investor Interest, the
sum
of (i) [POUND]80,282,595 PROVIDED, HOWEVER, that if the
Controlled
Accumulation Period Length is determined to be less than 18
months
pursuant to Clause 5.05(g), the Controlled Deposit Amount for
each
Transfer Date with respect to the Controlled Accumulation Period
prior
to the payment in full of the Investor Interest will be equal to
(A)
the product of (1) the Initial Investor Interest and (2) the
Controlled Accumulation Period Factor for such Monthly Period
divided
by (B) the Required Accumulation Factor Number plus any
Controlled
Accumulation Shortfall PROVIDED, FURTHER, HOWEVER that the
amount
calculated for the Controlled Deposit Amount for each Transfer
Date
may not exceed the Maximum Controlled Deposit Amount without
- 28 -
<PAGE>
the prior written instructions of the Beneficiaries, and (ii)
the
Controlled Accumulation Shortfall for such Transfer Date; and
(b) for any
Transfer Date with respect to the Regulated Amortisation
Period, the sum of (i) [POUND]80,282,595 or, if greater, the
Maximum
Controlled Deposit Amount, and (ii) the Controlled Accumulation
Shortfall
for such Transfer Date;
"CUMULATIVE SERIES PRINCIPAL SHORTFALL"
shall mean the sum of the Series
Principal Shortfalls (as such term is
defined in the related Supplement) for
each Series in Group One;
"DAILY PRINCIPAL SHORTFALL" shall mean on
any day for all Applicable Series in
Group One the sum of:
(a) the excess
of the Controlled Deposit Amount over the amount standing
to the credit of those Series' segregated Series Principal
Collections
Ledger for any Series in its Controlled Accumulation Period or
its
Regulated Amortisation Period (as such terms are defined in the
related supplements for all Series in Group One); and
(b) the excess
of the Investor Interest over the amount standing to the
credit of those Series' segregated Series Principal Collections
Ledger
for any Series in Group One other than Series 2005-A in its
Rapid
Amortisation Period (as such terms are defined in the related
supplements for all Series in Group One);
"DEFICIENCY AMOUNT" shall mean, at any time
of determination, the sum of the
Class A Deficiency Amount, the Class B
Deficiency Amount and the Class C
Deficiency Amount;
"DETERMINATION DATE" means the date falling
six Business Days before a Transfer
Date;
"DISTRIBUTION DATE" shall mean 15th
February 2006 or, if 15th February 2006 is
not a Business Day, the next succeeding
Business Day and the 15th day of each
calendar month thereafter, or if such 15th
day is not a Business Day, the next
succeeding Business Day;
"EXCESS PRINCIPAL FUNDING INVESTMENT
PROCEEDS" shall mean, with respect to each
Transfer Date for the Controlled
Accumulation Period or the first Transfer Date
with respect to the Regulated Amortisation
Period or Rapid Amortisation Period,
the amount, if any, by which the Principal
Funding Investment Proceeds for such
Transfer Date exceeds the Class A Covered
Amount as determined for such
Transfer Date;
"EXPENSE RATE" shall mean the annualised
percentage equivalent of a fraction,
(A) the numerator of which is the sum
of:
(1) the Class
A Monthly Required Expense Amount, the Class B Monthly
Required Expense Amount and the Class C Monthly Required
Expense
Amount, each for the related Monthly Period, plus
(2) an amount
equal to the Series 2005-A Investor Servicing Fee actually
payable, plus
(3) an amount
equal to the Investor Trust Cash Management Fee actually
payable, less
- 29 -
<PAGE>
(4) the
Principal Funding Investment Proceeds credited pursuant to
Clause
5.20(b)(iii) on the Transfer Date related to such Monthly Period,
up
to the Class A Covered Amount, less
(5) the amount
of the Reserve Draw Amount (up to the Available Reserve
Account Amount) credited pursuant to Clause 5.22(d) on the
Transfer
Date relating to such Monthly Period,
each of (1), (2), (3), (4) and (5) with
respect to the related Monthly Period,
and (B) the denominator of which is the
Adjusted Investor Interest as of the
Record Date preceding such Transfer
Date;
"FINANCE FUNDING ACCOUNT" shall have the
meaning specified in Clause 5.21;
"FIXED INVESTOR PERCENTAGE" shall mean,
with respect to any Monthly Period, the
percentage equivalent (which percentage
shall never exceed 100%) of a fraction:
(a) the
numerator of which is the aggregate of the Adjusted Investor
Interest and the balance standing to the credit of the Series
2005-A
Principal Collections Ledger both as at the close of business on
the
last day of the Revolving Period; and
(b) the
denominator of which is the greater of:
(i) (A)
the aggregate Transferor Interests as of the close of
business on the last day of the prior Monthly Period (except
for the first Monthly Period, where such calculation will be as
of the Closing Date) plus (B) the sum of adjusted investor
interests for all Applicable Series as of the close of business
on the last day of the prior Monthly Period (except for the
first Monthly Period, where such calculation will be as of the
Closing Date); and
(ii) the sum of
(A) the Adjusted Investor Interest as of the close
of business on the last day of the Revolving Period plus (B)
the sum of the numerators used to calculate the Investor
Percentages for distributions with respect to Principal
Receivables which are Eligible Receivables for all Applicable
Series (excluding Series 2005-A) for that month,
PROVIDED, HOWEVER, that with respect to any Monthly Period in which
an
Addition Date occurs, the amount in paragraph (b)(i)(A) above
hereof
shall be:
* for the
period from the first day of the Monthly Period to the
Addition Date, the Aggregate Transferor Interests on the last
day of the prior Monthly Period; and
* for the
period from the Addition Date to the lst day of the
Monthly Period, the Aggregate Transferor Interest on the
Addition Date, taking into account the eligible Principal
Receivables added to
the Undivided Bare Trust;
and the amount in paragraph (b)(i)(B) above shall be:
* for the
period from the last day of the Monthly Period to the
Addition Date, the sum of the adjusted investor interests used
to calculate the floating investor percentages
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<PAGE>
for all Outstanding Series (including Series 2005-A) on the
last day of the Monthly Period; and
* for the
period from the Addition Date to the lst day of the
Monthly Period, the sum of the adjusted investor interests used
to calculate the floating investor percentages for all
Outstanding Series (including Series 2005-A) on the Addition
Date, taking into account the eligible Principal Receivables
added to the undivided trust.
"FLOATING INVESTOR PERCENTAGE" shall mean,
with respect to any Monthly Period,
the percentage equivalent (which percentage
shall never exceed 100%) of a
fraction:
(a) the
numerator of which is the aggregate of the Adjusted Investor
Interest and the balance on the Series 2005-A Principal
Collections
Ledger both at the close of business on the last day of the
preceding
Monthly Period (or with respect to the first Monthly Period,
the
Initial Investor Interest); and
(b) the
denominator of which is the greater of:
(i) (A)
the aggregate Transferor Interests as of the close of
business on the last day of the preceding Monthly Period (or
with respect to the first Monthly Period, as of the Closing
Date plus (B) the sum of adjusted investor interests for all
Applicable Series on such date as reduced by the amount of
Required Retained Principal Collections standing to the credit
of the undivided Principal Collections Ledger; and
(ii) the sum of (A) the Adjusted
Investor Interest plus the balance
on the Series 2005-A Principal Collections Ledger on the last
day of the preceding Monthly Period plus (B) the sum of the
numerators used to calculate the Investor Percentages for
distributions with respect to Finance Charge Receivables,
Acquired Interchange or Receivables in Defaulted Accounts at
any time, as applicable, for all Applicable Series (excluding
Series 2005-A) with respect to the Monthly Period for which the
Floating Investor Percentage is being determined,
PROVIDED, HOWEVER, that with respect to any Monthly Period in which
an
Addition Date occurs, the amount in sub-paragraph (b)(i)(A)
above
shall be:
* for the
period from the first day of the Monthly Period to the
Addition Date, the aggregate Transferor Interests on the last
day of the prior Monthly Period; and
* for the
period from the Addition Date to the lst day of the
Monthly Period, the Aggregate Transferor Interest on the
Addition Date, taking into account the Eligible Principal
Receivables added to the Undivided Bare Trust; and
and the amount in paragraph (b)(i)(B) above shall be:
* for the
period from the last day of the Monthly Period to the
Addition Date, the sum of the adjusted investor interests used
to calculate the floating investor percentages
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<PAGE>
for all Outstanding Series (including Series 2005-A) on the
last day of the Monthly Period; and
* for the
period from the Addition Date to the lst day of the
Monthly Period, the sum of the adjusted investor interests used
to calculate the floating investor percentages for all
Outstanding Series (including Series 2005-A) on the Addition
Date, taking into account the eligible Principal Receivables
added to the Undivided Bare Trust.
as reduced by the amount of Required Retained Principal
Collections
standing to the credit of the undivided Principal Collections
Ledger;
PROVIDED ALSO that, in respect of any Monthly Period when the
Floating
Investor Percentage is zero or would be zero if the payments to
be
made
on the related Distribution Date were made on the last day of
the
preceding Monthly Period, the Floating Investor Percentage will
be
zero;
"GROUP ONE" shall mean Series 2005-A and
each other Series specified in the
related Supplement to be included in Group
One;
"INITIAL INVESTOR INTEREST" shall mean
[POUND]1,445,086,705;
"INVESTOR BENEFICIARY" shall mean an
Investor Beneficiary which is described as
such in any Series Supplement (as defined
in the Master Definitions Schedule)
and for the purposes of this Supplement and
for Series 2005-A, shall mean RBS
Cards Securitisation Funding Limited;
"INVESTOR CHARGE-OFF" shall mean a Class A
Investor Charge-Off, a Class B
Investor Charge-Off or a Class C Investor
Charge-Off, or any of them;
"INVESTOR DEFAULT AMOUNT" shall mean, with
respect to any Receivable in a
Defaulted Account, an amount equal to the
product of (a) the Default Amount and
(b) the Floating Investor Percentage for
the Monthly Period in which the day
such Account became a Defaulted Account
falls;
"INVESTOR INDEMNITY AMOUNT" shall mean,
with respect to any Transferor Section
75 Indemnity Claim, an amount equal to the
product of (a) the Transferor
Section 75 Indemnity Claim (in an amount
not to exceed the amount of the
related Credit Advance) and (b) the
Floating Investor Percentage for the
Monthly Period in which the day such
Transferor Section 75 Indemnity Claim was
made falls;
"INVESTOR INTEREST" shall mean, on any date
of determination, an amount equal
to the Initial Investor Interest as reduced
by the aggregate of:
*
principal payments made to the Loan Note Issuer in respect of
Series
2005-A (with the effect that the aggregate amount of the Loan
Note
Issuer's beneficial entitlement in the Undivided Bare Trust and
the
Loan Note Issuer's Absolute Bare Trust in respect of Series 2005-A
is
reduced) prior to such date (for the avoidance of doubt, the
distribution and transfer of amounts representing principal from
the
Undivided Bare Trust to the Loan Note Issuer's Absolute Bare
Trust
shall not be treated as a payment of principal to the Loan Note
Issuer);
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<PAGE>
*
Principal Collections distributed to the Loan Note Issuer in
respect
of Series 2005-A as Utilised Retained Principal Collections as
reduced
by the aggregate of that part of the Additional Consideration paid
by
the Loan Note Issuer in accordance with Clause 3(c) as identified
as
"REFUNDED UTILISED PRINCIPAL COLLECTIONS";
*
Investor Default Amounts as reduced by the aggregate of that part
of
the Additional Consideration paid by the Loan Note Issuer in
accordance with Clause 3(c) as identified as "LOSS MAKE-UP
(DEFAULT)"
referable to Series 2005-A; and
*
Investor Charge-Offs as reduced by the aggregate of that part of
the
Additional Consideration paid by the Loan Note Issuer in
accordance
with Clause 3(c) as identified as "LOSS MAKE-UP (CHARGE-OFF)"
(excluding, for the avoidance of doubt, any Investor Default
Amounts
as reduced by the aggregate of that part of the Additional
Consideration paid by the Loan Note Issuer in accordance with
Clause
3(c) as identified as "LOSS MAKE-UP (DEFAULT)",
all calculated as at that date;
"INVESTOR PERCENTAGE" shall mean for any
Monthly Period, (a) with respect to
Finance Charge Receivables and Receivables
in Defaulted Accounts at any time
and Principal Receivables during the
Revolving Period, the Floating Investor
Percentage and (b) with respect to
Principal Receivables during the Controlled
Accumulation Period, Regulated Amortisation
Period or the Rapid Amortisation
Period, the Fixed Investor Percentage
PROVIDED, HOWEVER, that in respect of any
Monthly Period when the Investor Interest
is zero or would be zero if the
payments to be made on the related
Distribution Date were made on the last day
of the preceding Monthly Period, the
Investor Percentage shall be zero;
"INVESTOR TRUST CASH MANAGEMENT FEE" has
the meaning specified in paragraph
(a)(i) of Part 3 of the Schedule;
"INVESTOR TRUSTEE PAYMENT AMOUNT" shall
have the meaning specified in paragraph
(a)(i) of Part 4 of the Schedule;
"ISDA DEFINITIONS" means the 2000 ISDA
definitions (as amended and updated as
at the date hereof, as published by the
International Swaps and Derivatives
Association, Inc.);
"ISSUER COSTS AMOUNT" means the product of
(A) a fraction, the numerator of
which is the Investor Interest for Series
2005-A and the denominator of which is
the Aggregate Investor Interest, and (B)
the amounts evidenced by formal invoice
(a copy of which has been provided to the
Note Trustee acting under the Arran
Funding Note Trust Deed) as being required
to pay the legal fees, fees, costs,
charges, expenses, indemnities, losses,
damages, claims and liabilities incurred
by the Issuer accrued due and payable on or
before any Transfer Date to a third
party incurred in the course of the
Issuer's business (including the legal fees,
fees, costs, charges, expenses, losses,
damages, claims and liabilities of the
Note Trustee and any Receiver appointed
pursuant to the Arran Funding Note Trust
Deed, such amount to be paid in priority to
any other amounts contemplated by
this definitions) (such amount to exclude
any income tax or other similar taxes
upon profit payable by the Issuer to any
taxation authority), plus any such
legal fees, fees, costs, charges, expenses,
indemnities, losses, damages, claims
and liabilities remaining
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<PAGE>
unpaid for previous Transfer Dates plus, in
each case where relevant, VAT
thereon. This definition shall not be
modified to the extent such modification
relates to amounts payable or potentially
payable to the Note Trustee or its
appointees, delegates or agents, without
the prior written consent of the Note
Trustee;
"ISSUER PROFIT AMOUNT" shall mean, with
respect to any Transfer Date, on amount
equal to a fraction, rounded up to the
nearest whole number, (A) the numerator
of which is (1) the number of days in the
relevant Calculation Period,
multiplied by (2) [POUND]1000; and (B) the
denominator of which is 365;
"LOAN NOTE ISSUER" shall mean RBS Cards
Securitisation Funding Limited;
"LOAN NOTE ISSUER COSTS AMOUNT" means the
product of (A) a fraction, the
numerator of which is the Investor Interest
for Series 2005-A and the
denominator of which is the Aggregate
Investor Interest, and (B) the amounts
evidenced by formal invoice (a copy of
which has been provided to the Security
Trustee) as being required to pay the legal
fees, fees, costs, charges,
expenses, indemnities, losses, damages,
claims and liabilities incurred by the
Loan Note Issuer accrued due and payable on
any Transfer Date to a third party
incurred in the course of the Loan Note
Issuer's business (including the legal
fees, fees, costs, charges, expenses,
indemnities, losses, damages, claims and
liabilities of the Security Trustee and any
Receiver appointed pursuant to the
Security Trust Deed, such amount to be paid
in priority to any other amount
contemplated by this definition) (such
amount to exclude any income tax or other
similar taxes upon profit payable by the
Loan Note Issuer to any taxation
authority), plus any such legal fees, fees,
costs, charges, expenses,
indemnities losses, damages, claims and
liabilities remaining unpaid for
previous Transfer Dates plus, in each case
where relevant, VAT thereon. This
definition shall not be modified to the
extent such modification relates to
amounts payable or potentially payable to
the Security Trustee or its
appointees, delegates or agents, without
the prior written consent of the
Security Trustee;
"LOAN NOTE ISSUER RETURN" shall mean, with
respect to any Transfer Date, an
amount equal to a fraction, rounded up to
the nearest whole number, (A) the
numerator of which is (1) the number of
days in the relevant Calculation
Period, multiplied by (2) 0.01 per cent.
(or such other amount as may be agreed
from time to time between the Loan Note
Issuer and the Receivables Trustee),
multiplied by (3) the Investor Interest for
Series 2005-A; and (B) the
denominator of which is 365;
"MATERIAL ADVERSE EFFECT" shall mean a
material adverse effect on the interests
of any Series 2005-A Beneficiary Interest
which shall be construed to include
the interests of any holders of Related
Debt and Associated Debt;
"MAXIMUM CONTROLLED DEPOSIT AMOUNT" shall
mean an amount equal to
one-eighteenth of the aggregate amount of
all the initial investor interests of
all Applicable Series in Group One
(excluding Companion Series) that are
expected to be in their revolving
periods;
"MINIMUM TRANSFEROR INTEREST" for Series
2005-A shall mean in relation to each
Transferor, an interest equal in amount to
6% of Average Principal Receivables
transferred during a period of thirty
consecutive days by the relevant
Transferor;
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<PAGE>
"MONTHLY EXPENSES LOAN AMOUNT" means, with
respect to any Transfer Date, the
amount equal to any monthly interest
accrual and any scheduled principal
repayment due and repayable including any
amount outstanding in respect of any
previous Transfer Dates, if any, on any
expenses loan facility entered into by
or on behalf of the Series 2005-A Issuer in
respect of any obligation to pay
expenses related to the issue of the Series
2005-A Associated Debt on the
Closing Date;
"MONTHLY PERIOD" shall have the meaning
specified in the Receivables Trust Deed
and Trust Cash Management Agreement, except
that the first Monthly Period with
respect to the Class A Investor
Beneficiary, Class B Investor Beneficiary and
Class C Investor Beneficiary shall begin on
and include the Closing Date and
shall end on and include 31st January
2006;
"NOTE TRUSTEE" shall mean The Bank of New
York, London Branch;
"PAYMENT DATE" shall mean each Distribution
Date, or, in the case of the first
Payment Date, 15th February 2006 or if such
day is not a Business Day, the next
succeeding Business Day;
"PAY OUT COMMENCEMENT DATE" shall mean the
date on which a Trust Pay Out Event
is deemed to occur pursuant to Clause 6.1
of the Receivables Trust Deed and
Trust Cash Management Agreement or a Series
2005-A Pay Out Event is deemed to
occur pursuant to Clause 6.2 of the Trust
and Trust Cash Management Agreement
(as Clause 6.2 is set out in Part 7 of the
Schedule);
"PORTFOLIO ADJUSTED YIELD" shall mean, with
respect to any Transfer Date
commencing on and including the Transfer
Date falling in April 2006, the
average of the percentages obtained for
each of the three preceding Monthly
Periods by subtracting the Expense Rate
from the Portfolio Yield for each
Monthly Period;
"PORTFOLIO YIELD" shall mean, with respect
to any Monthly Period, the
annualised percentage equivalent of a
fraction,
(a) the
numerator of which is an amount equal to the sum of:
(i) the
amount of Finance Charge Collections distributed to the
Loan Note Issuer for Series 2005-A for such Monthly W
Period; PLUS
(ii) the amount
of Acquired Interchange credited to the Series
2005-A Finance Charge Collections Ledger and distributed to
Series 2005-A; LESS
(iii) the Aggregate
Investor Default Amount for such Monthly
Period; and
(b) the
denominator of which is the Adjusted Investor Interest for
Series
2005-A as of the close of business on the last day of such
Monthly
Period;
"PRINCIPAL FUNDING ACCOUNT" shall have the
meaning set out in Clause
5.20(a)(i);
"PRINCIPAL FUNDING ACCOUNT BALANCE" shall
mean, with respect to any date of
determination, the principal amount, if
any, on deposit in the Series 2005-A
Principal Funding Ledger on such date of
determination;
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<PAGE>
"PRINCIPAL FUNDING INVESTMENT PROCEEDS"
shall mean, with respect to each
Transfer Date with respect to the
Controlled Accumulation Period or the first
Transfer Date with respect to the Regulated
Amortisation Period or the Rapid
Amortisation Period, the investment
earnings on funds in the Series 2005-A
Principal Funding Ledger (net of investment
expenses and losses) for the period
from and including the immediately
preceding Transfer Date to but excluding
such Transfer Date;
"PRINCIPAL FUNDING INVESTMENT SHORTFALL"
shall mean, with respect to each
Transfer Date with respect to the
Controlled Accumulation Period or the first
Transfer Date with respect to the Regulated
Amortisation Period or the Rapid
Amortisation Period, the amount, if any, by
which the Principal Funding
Investment Proceeds for such Transfer Date
are less than the Class A Covered
Amount determined as of such Transfer
Date;
"QUARTERLY EXCESS SPREAD PERCENTAGE" means,
with respect to any Determination
Date, an amount equal to the percentage sum
of the average Portfolio Yield for
the immediately preceding three Monthly
Periods minus the average Expense Rate
for the immediately preceding three Monthly
Periods; PROVIDED, HOWEVER, that
with respect to the first three Monthly
Periods, the "Quarterly Excess Spread
Percentage" shall be calculated as
follows:
DISTRIBUTION DATE
QUARTERLY EXCESS SPREAD
15 February 2006
Average Portfolio Yield for the immediately
preceding Monthly Period minus the Average
Expense Ratio for the immediately preceding
Monthly Period.
15 March 2006
Average Portfolio Yield for the immediately
TWO preceding the Monthly Periods minus the
Average Expense Ratio for the TWO immediately
preceding Monthly Periods.
"RAPID AMORTISATION PERIOD" shall mean the
Amortisation Period commencing on
the Pay Out Commencement Date (other than a
Pay Out Commencement Date resulting
solely from a Regulated Amortisation
Trigger Event) and ending on the earlier
to occur of (a) the Series 2005-A
Termination Date and (b) the termination of
the Receivables Trust pursuant to Clause
6.3 or Clause 8;
"RATING AGENCIES" shall mean Moody's, Fitch
Ratings and Standard & Poor's and
"RATING AGENCY" shall mean any one of
them;
"RATING AGENCY CONDITION" shall mean the
notification in writing by each Rating
Agency to each Transferor, the Servicer and
the Receivables Trustee that an
action will not result in such Rating
Agency reducing or withdrawing its then
existing rating of any outstanding
Associated Debt with respect to which it is
a Rating Agency;
"REALLOCATED CLASS B PRINCIPAL COLLECTIONS"
shall mean, with respect to any
Transfer Date, Principal Collections
calculated by reference to the Class B
Investor Interest but which are to be
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<PAGE>
applied as Finance Charge Collections in
accordance with Clause 5.17 in an
amount not to exceed the product of:
(a) the Class
B Investor Percentage with respect to the Monthly Period
relating to such Transfer Date; and
(b) the
Investor Percentage with respect to the Monthly Period relating
to
such Transfer Date; and
(c) an amount
equal to the aggregate amount of Principal Collections with
respect to the Monthly Period relating to such Transfer Date,
PROVIDED, HOWEVER, that such amount shall
not exceed the Class B Investor
Interest after giving effect to any
unreinstated Class B Investor Charge-Offs
as of such Transfer Date;
"REALLOCATED CLASS C PRINCIPAL COLLECTIONS"
shall mean, with respect to any
Transfer Date, Principal Collections
calculated by reference to the Class C
Investor Interest but which are to be
applied as Finance Charge Collections in
accordance with Clause 5.16 in an amount
not to exceed the product of:
(a) the Class
C Investor Percentage with respect to the Monthly Period
relating to such Transfer Date; and
(b) the
Investor Percentage with respect to the Monthly Period relating
to
such Transfer Date; and
(c) an amount
equal to the aggregate amount of Principal Collections with
respect to the Monthly Period relating to such Transfer Date,
PROVIDED, HOWEVER, that such amount shall
not exceed the Class C Investor
Interest after giving effect to any
unreinstated Class C Investor Charge-Offs
as of such Transfer Date;
"RECORD DATE" shall mean, with respect to
any Distribution Date and any
Transfer Date, the last Business Day of the
preceding Monthly Period;
"REGULATED AMORTISATION PERIOD" shall mean
the Amortisation Period commencing
on the occurrence of a Regulated
Amortisation Trigger Event and ending on the
earlier to occur of (a) the commencement of
the Rapid Amortisation Period; and
(b) the Series 2005-A Termination Date;
"REGULATED AMORTISATION TRIGGER EVENT"
shall have the meaning specified in Part
7 of the Schedule;
"RELATED DEBT" shall mean the Series 2005-A
Loan Note issued by the Loan Note
Issuer pursuant to a supplement to the
Security Trust Deed dated 15th December
2005;
"REQUIRED ACCUMULATION FACTOR NUMBER" shall
be equal to a fraction, rounded up
to the nearest whole number the numerator
of which is one and the denominator
of which is equal to the lowest
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<PAGE>
monthly principal payment rate on the
Designated Accounts for the 18 months
preceding the date of such calculation;
"REQUIRED RESERVE AMOUNT" shall mean, with
respect to any Transfer Date on or
after the Reserve Account Funding Date, an
amount equal to
(a) 0.10% of
the Class A Investor Interest; or
(b) any other
amount advised by the Trust Cash Manager,
PROVIDED, HOWEVER, that if such designation
is of a lesser amount, the
Transferor Beneficiary shall (i) provide
the Trust Cash Manager and the
Receivables Trustee with evidence that the
Rating Agency Condition shall have
been satisfied and (ii) deliver to the
Receivables Trustee a certificate of an
authorised officer to the effect that,
based on the facts known to such officer
at such time, in the reasonable belief of
the Transferor Beneficiary, such
designation will not cause a Pay Out Event
or an event that, after the giving
of notice or the lapse of time, would cause
a Pay Out Event to occur with
respect of Series 2005-A PROVIDED, FURTHER,
HOWEVER, that no such designation
shall be effective without the prior
written agreement of all the other
Beneficiaries;
"REQUIRED RETAINED PRINCIPAL COLLECTIONS"
means those Principal Collections
retained in the undivided Principal
Collections Ledger each month in an amount
not to exceed the Required Retained
Principal Collections Amount, that can be
utilised, if needed, as Utilised Required
Retained Principal Colle
