DUTIES OF THE RECEIVABLES TRUSTEE. (a) The Receivables Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Deed to the extent required or permitted under and in compliance with applicable law and regulations. All of the following provisions of this Clause 7.1 are subject and without prejudice to Clause 2.1 and shall be construed having regard to Clause 2.1. (b) The duties of the Receivables Trustee shall be to operate the Trust Accounts and purchase Receivables in accordance with the provisions of this Deed and any Relevant Document in a manner consistent with this Deed. The Receivables Trustee shall take those reasonable steps available to it to ensure that any movements of monies into and out of the Trust Accounts on any Business Day shall be for value on the same day. (c) The Receivables Trustee shall, if it has actual knowledge of the same, act promptly to exercise its rights under any bank mandate relating to a bank account in respect of which it is a beneficiary of a trust declared over such account to prevent monies representing Trust Property being paid from such bank account to a bank account which is not a Trust Account and which was overdrawn at the close of business on the preceding Business Day in London only (unless the Receivables Trustee shall have received evidence satisfactory to it that such overdraft has been satisfied). The Receivables Trustee shall cease to exercise such rights at such time as the relevant bank account ceases to be overdrawn. (d) The Receivables Trustee shall (or shall procure that its agent shall, on its behalf) maintain proper books of account in respect of its duties as trustee of the Receivables Trust and shall (or shall procure that its agent shall, on its behalf) maintain records of all assets held by it and all payments made by it in such capacity. (e) The Receivables Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Receivables Trustee which are specifically required to be furnished pursuant to any provision of this Deed or any Relevant Document, shall cause them to be examined to determine whether they substantially conform to the requirements of this Deed or such Relevant Document. (f) On receipt of an Offer in accordance with Clause 2 of the RSA, the Receivables Trustee shall consider whether it would be in the best interests of the Beneficiaries to accept such Offer, and, subject to Clause 7.16 below and notwithstanding Clause 7.13
Appears in 2 contracts
Samples: Receivables Trust Deed and Trust Cash Management Agreement (Arran Funding LTD), Receivables Trust Deed and Trust Cash Management Agreement (Arran Funding LTD)
DUTIES OF THE RECEIVABLES TRUSTEE. (a) The Receivables Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Deed to the extent required or permitted under and in compliance with applicable law and regulations. All of the following provisions of this Clause 7.1 are subject and without prejudice to Clause 2.1 and shall be construed having regard to Clause 2.1.
(b) The duties of the Receivables Trustee shall be to operate the Trust Accounts and fund the purchase of Receivables in accordance with the provisions of this Deed and any Relevant Document in a manner consistent with this Deedthe principles set out in the First Schedule. The Receivables Trustee shall take those reasonable steps available to it to ensure that any movements of monies into and out of the Trust Accounts on any Business Day shall be for value on the same day.
(c) The Receivables Trustee shall, if it has actual knowledge of the same, act promptly to exercise its rights under any bank mandate relating to a bank account in respect of which it is a beneficiary of a trust declared over such account to prevent monies representing Trust Property being paid from such bank account to a bank account which is not a Trust Account and which was overdrawn at the close of business on the preceding Business Day in London only (unless the Receivables Trustee shall have received evidence satisfactory to it that such overdraft has been satisfied). The Receivables Trustee shall cease to exercise such rights at such time as the relevant bank account ceases to be overdrawn.
(d) The Receivables Trustee shall (or shall procure that its agent shall, on its behalf) maintain proper books of account in respect of its duties as trustee of the Receivables Trust and shall (or shall procure that its agent shall, on its behalf) maintain records of all assets held by it and all payments made by it in such capacity.
(e) The Receivables Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Receivables Trustee which are specifically required to be furnished pursuant to any provision of this Deed or any Relevant Document, shall cause them to be examined to determine whether they substantially conform to the requirements of this Deed or such Relevant Document.
(f) On The Receivables Trustee shall from time to time, on receipt of a Defaulted Accounts Instruction Notice from each Beneficiary, enter into an Offer agreement to assign the Receivables in any Defaulted Account which has been notified to the Beneficiaries as being a Defaulted Account (as specified in the Defaulted Accounts Instruction Notice). The Receivables Trustee shall take any action or execute any document or documents which shall be required in order to give effect to such assignment.
(g) The appointment of the Trust Cash Manager pursuant to Clause 9.1(a), and any Co-Trust Manager pursuant to Clause 9.1(b) and the implementation of advice received from the Trust Cash Manager or any Co-Trust Cash Manager, shall (unless and until terminated) be deemed to constitute performance by the Receivables Trustee of its fiduciary obligations hereunder or pursuant to any fiduciary duties on trustees implied by law in respect of such matters. Without prejudice to the foregoing, it is expressly agreed and acknowledged that no delegation by the Receivables Trustee will absolve or release the Receivables Trustee from its liabilities or obligations hereunder in the event that the Trust Cash Manager or any Co-Trust Cash Manager shall default in the performance of its obligations as Trust Cash Manager or Co-Trust Cash Manager, as the case may be.
(h) The Receivables Trustee shall not be liable with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with the direction of any Investor Beneficiary relating to the time, method and place of conducting any proceeding for any remedy available to the Receivables Trustee, or exercising any trust, discretion or power conferred upon the Receivables Trustee in relation to such Investor Beneficiary, under this Deed or any Relevant Document.
(i) The Receivables Trustee shall not be charged with knowledge of any failure by the Trust Cash Manager or any Co-Trust Cash Manager referred to in Clause 2 11.1 unless the Receivables Trustee receives written notice of such failure from the Trust Cash Manager, any Co-Trust Cash Manager or any Investor Beneficiary adversely affected thereby.
(j) The Receivables Trustee shall not be required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it believes that the repayment of such funds or adequate indemnity against such risk or liability is not assured to it to its reasonable satisfaction, and none of the RSAprovisions contained in this Deed or any Relevant Document shall in any event require the Receivables Trustee to perform or procure the performance of, or be responsible for the manner of the performance of, any of the obligations of the Trust Cash Manager or any Co-Trust Cash Manager under this Deed.
(k) Except for actions expressly authorised herein or in any Supplement, the Receivables Trustee shall consider whether it would be in take no action to impair the best interests of the Beneficiaries of the Receivables Trust in any Receivable now existing or hereafter created or to accept impair the value of any Receivable now existing or hereafter created.
(l) Other than as expressly contemplated in this Deed or any Relevant Document, the Receivables Trustee shall have no power to deal with Trust Property or supplement, amend or vary the Receivables Trust.
(m) If at any time the Receivables Trustee shall have reasonable grounds to believe that advice received from the Trust Cash Manager or any Co-Trust Cash Manager is incorrect, it shall promptly notify the Trust Cash Manager or such OfferCo-Trust Cash Manager of such matter PROVIDED, andHOWEVER, subject that if the Trust Cash Manager or Co-Trust Cash Manager disagrees that such advice is incorrect the Receivables Trustee shall promptly act in accordance with the advice given by the Trust Cash Manager or Co-Trust Cash Manager and shall be entitled so to Clause 7.16 below and notwithstanding Clause 7.13do.
Appears in 2 contracts
Samples: Deed of Amendment and Restatement (Barclaycard Funding PLC), Trust and Cash Management Agreement (Gracechurch Receivables Trustee LTD)
DUTIES OF THE RECEIVABLES TRUSTEE. (a) The Receivables Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Deed to the extent required or permitted under and in compliance with applicable law and regulations. All of the following provisions of this Clause 7.1 are subject and without prejudice to Clause 2.1 (Receivables Trust Deed) and shall be construed having regard to Clause 2.12.1 (Receivables Trust Deed).
(b) The duties of the Receivables Trustee shall be to operate or procure the operation of, or take instructions in relation to the operation of, the Trust Accounts and purchase Receivables and, where it acquires any Receivables, to do so in accordance with the provisions of this Deed and any Relevant Transaction Document in a manner consistent with this Deed. The Receivables Trustee shall take those reasonable steps available to it to ensure that any movements of monies into and out of the Trust Accounts on any Business Day shall be for value on the same day.
(c) The Receivables Trustee shall, if it has actual knowledge of the same, act promptly to exercise its rights under any bank mandate relating to a bank account in respect of which it is a beneficiary of a trust declared over such account to prevent monies representing Trust Property being paid from such bank account to a bank account which is not a Trust Account and which was overdrawn at the close of business on the preceding Business Day in London only (unless the Receivables Trustee shall have received evidence satisfactory to it that such overdraft has been satisfied). The Receivables Trustee shall cease to exercise such rights at such time as the relevant bank account ceases to be overdrawn.
(d) The Receivables Trustee shall maintain (or shall procure that its agent shall, on its behalfthere are maintained) maintain proper books of account and records (including all reports (whether under Clause 9.5 (Reports and Records for the Receivables Trustee) or otherwise), certificates and other documents provided to it) in respect of its duties as trustee of the Receivables Trust and shall maintain (or shall procure that its agent shallthere are maintained), on its behalf) maintain records of all assets held by it and all payments made by it in such capacity. For the avoidance of doubt, the duties of the Receivables Trustee under this Clause 7.1(d) shall not be deemed to be discharged by virtue of the Receivables Trustee appointing the Servicer to carry out any similar function pursuant to Clause 9.1 (Acknowledgement; Acceptance of Appointment and Other Matters Relating to the Servicer).
(e) The Receivables Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Receivables Trustee which are specifically required to be furnished pursuant to any provision of this Deed or any Relevant Document, shall cause them to be examined to determine whether they substantially conform to the requirements of this Deed or such Relevant Document.
(f) On receipt Without prejudice to Clause 7.17(b) (Trustee Fee), the appointment of an Offer the Servicer pursuant to Clause 9.1(b) and the implementation of instructions received from the Servicer (whilst acting on behalf of the Receivables Trustee) shall (unless and until terminated) be deemed to constitute performance by the Receivables Trustee of its fiduciary obligations hereunder or pursuant to any fiduciary duties on trustees implied by law in respect of such matters provided, that in order to comply with its obligations under Clauses 5.1(a)(iv) (Trustee Collection Account), (b)(iii) (Trustee Investment Account), (c)(iii) (Series Collection Ledgers), (d)(iii) (Receivables Trustee Consideration Account) and (e)(iii) (Additional Trust Accounts), and Clause 7.1(d) above the Receivables Trustee shall keep copies of all Monthly Servicer's Reports. Without prejudice to the foregoing or to Clause 7.17(a) (Trustee Fee), it is expressly agreed and acknowledged that no delegation by the Receivables Trustee will absolve or release the Receivables Trustee from its liabilities or obligations hereunder in the event that the Servicer shall default in the performance of its obligations as Servicer.
(g) The Receivables Trustee shall not be liable with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with the direction of any Investor Beneficiary or Enhancement Provider relating to the time, method and place of conducting any proceeding for any remedy available to the Receivables Trustee, or exercising any trust, discretion or power conferred upon the Receivables Trustee in relation to such Investor Beneficiary or Enhancement Provider, under this Deed or any Relevant Document.
(h) The Receivables Trustee shall not be charged with knowledge of any failure by the Servicer referred to in Clause 2 11.1 (Servicer Defaults) unless the Receivables Trustee receives written notice of such failure from the Servicer or any Investor Beneficiary or Enhancement Provider adversely affected thereby.
(i) The Receivables Trustee shall not be required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it believes that the repayment of such funds or adequate indemnity against such risk or liability is not assured to its reasonable satisfaction, and none of the RSAprovisions contained in this Deed or any Relevant Document shall in any event require the Receivables Trustee to perform or procure the performance of, or be responsible for the manner of the performance of, any of the obligations of the Servicer under this Deed.
(j) Except for actions expressly authorised herein or in any Trust Supplement, the Receivables Trustee shall consider whether it would be in take no action to impair the best interests of the Beneficiaries of the Delamare Cards Receivables Trust in any Receivable now existing or hereafter created or to accept impair the value of any Receivable now existing or hereafter created.
(k) Other than as expressly contemplated in this Deed or any Transaction Document, the Receivables Trustee shall have no power to deal with Trust Property or supplement, amend or vary the Delamare Cards Receivables Trust.
(l) If at any time the Receivables Trustee shall have reasonable grounds to believe that an instruction given by the Servicer is incorrect, it shall promptly notify the Servicer of such Offermatter provided, andhowever, subject that if the Servicer disagrees that such instruction is incorrect the Receivables Trustee (or the relevant entity acting on its behalf) shall promptly act in accordance with the instructions given by the Servicer and shall be entitled so to Clause 7.16 below do.
(m) On or prior to the fourth Business Day prior to the Transfer Date each month the Servicer on behalf of the Receivables Trustee will provide the Investor Beneficiaries in respect of each Trust Series with a report detailing the information and notwithstanding Clause 7.13calculations specified to be included in such report in the relevant Trust Supplement for each such Trust Series (each such report a Schedule of Calculations).
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DUTIES OF THE RECEIVABLES TRUSTEE. (a) The Receivables Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Deed to the extent required or permitted under and in compliance with applicable law and regulations. All of the following provisions of this Clause 7.1 are subject and without prejudice to Clause 2.1 and shall be construed having regard to Clause 2.1. It is acknowledged that the Receivables Trustee will appoint the RT Operating Party (which shall be a person which belongs outside the member states of the European Union for VAT purposes) upon the terms and conditions of the RT Operating Agreement to instruct the Receivables Trustee with regard to performance of its duties hereunder and if such appointment is terminated the Receivables Trustee will on the instruction of the Beneficiaries appoint a competent third party as RT Operating Party on similar terms. Notwithstanding any other provisions of this Deed or any other of the Transaction Documents, each of the parties hereto acknowledges that, except to the extent expressly provided herein, the provisions of this Deed (including any Supplement) shall operate and be construed, as between the parties hereto, without regard to the existence or terms of the RT Operating Agreement and that accordingly, except as aforesaid (and without prejudice to the generality of the foregoing):
(i) no action taken by the RT Operating Party pursuant to the RT Operating Agreement shall be treated as an exercise by the Receivables Trustee of any power or discretion hereunder or as discharging any of the duties of the Receivables Trustee hereunder;
(ii) any action taken by the Receivables Trustee hereunder shall have the effects and consequences provided herein whether or not such action is in accordance with the terms of the RT Operating Agreement; and
(iii) no act or omission of the Receivables Trustee shall be prevented from constituting a breach of the provisions hereof solely by reason of such act or omission being in conformity with the terms of the RT Operating Agreement.
(b) The duties of the Receivables Trustee shall be to operate the Trust Accounts and purchase Receivables and, where it acquires any Receivables, to do so in accordance with the provisions of this Deed and any Relevant Transaction Document in a manner consistent with this Deed. The Receivables Trustee shall take those reasonable steps available to it to ensure that any movements of monies into and out of the Trust Accounts on any Business Day shall be for value on the same day.
(c) The Receivables Trustee shall, if it has actual knowledge of the same, act promptly to exercise its rights under any bank mandate relating to a bank account in respect of which it is a beneficiary of a trust declared over such account to prevent monies representing Trust Property being paid from such bank account to a bank account which is not a Trust Account and which was overdrawn at the close of business on the preceding London Business Day in London only (unless the Receivables Trustee shall have received evidence satisfactory to it that such overdraft has been satisfied). The Receivables Trustee shall cease to exercise such rights at such time as the relevant bank account ceases to be overdrawn.
(d) The Receivables Trustee shall maintain (or shall procure that its agent shallthere are maintained), on its behalf) maintain in Jersey, proper books of account and records (including all reports (whether under Clause 9.5 or otherwise), certificates and other documents provided to it) in respect of its duties as trustee of the Receivables Trust and shall maintain (or shall procure that its agent shallthere are maintained), on its behalf) maintain in Jersey, records of all assets held by it and all payments made by it in such capacity. For the avoidance of doubt, the duties of the Receivables Trustee under this Clause 7.1(d) shall not be deemed to be discharged by virtue of the Receivables Trustee appointing the Servicer to carry out any similar function pursuant to Clause 9.1.
(e) The Receivables Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Receivables Trustee which are specifically required to be furnished pursuant to any provision of this Deed or any Relevant Transaction Document, shall cause them to be examined to determine whether they substantially conform to the requirements of this Deed or such Relevant Transaction Document.
(f) On receipt of an Offer in accordance with Without prejudice to Clause 2 7.17(b), the appointment of the RSAServicer pursuant to Clause 9.1(a) and the implementation of advice received from the Servicer shall (unless and until terminated) be deemed to constitute performance by the Receivables Trustee of its fiduciary obligations hereunder or pursuant to any fiduciary duties on trustees implied by law in respect of such matters, Provided that in order to comply with its obligations under Clauses 5.1(a)(iv), 5.1(b)(iii), 5.1(c)(iii), 5.1(d)(iii) and 5.1(f)(iii), the Receivables Trustee shall consider whether keep Servicer Monthly Reports in Jersey. Without prejudice to the foregoing or to Clause 7.17(a), it would be is expressly agreed and acknowledged that no delegation by the Receivables Trustee will absolve or release the Receivables Trustee from its liabilities or obligations hereunder in the best event that the Servicer shall default in the performance of its obligations as Servicer.
(g) The Receivables Trustee shall not be liable with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with the direction of any Investor Beneficiary or Enhancement Provider relating to the time, method and place of conducting any proceeding for any remedy available to the Receivables Trustee, or exercising any trust, discretion or power conferred upon the Receivables Trustee in relation to such Investor Beneficiary or Enhancement Provider, under this Deed or any Transaction Document.
(h) The Receivables Trustee shall not be charged with knowledge of any failure by the Servicer referred to in Clause 11.1 unless the Receivables Trustee receives written notice of such failure from the Servicer or any Investor Beneficiary or Enhancement Provider adversely affected thereby.
(i) The Receivables Trustee shall not be required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it believes that the repayment of such funds or adequate indemnity against such risk or liability is not assured to its reasonable satisfaction, and none of the provisions contained in this Deed or any Transaction Document shall in any event require the Receivables Trustee to perform or procure the performance of, or be responsible for the manner of the performance of, any of the obligations of the Servicer under this Deed.
(j) Except for actions expressly authorised herein or in any Supplement, the Receivables Trustee shall take no action to impair the interests of the Beneficiaries of the Receivables Trust in any Receivable now existing or hereafter created or to impair the value of any Receivable now existing or hereafter created.
(k) Other than as expressly contemplated in this Deed or any Transaction Document, the Receivables Trustee shall have no power to deal with Trust Property or supplement, amend or vary the Receivables Trust.
(l) If at any time the Receivables Trustee shall have reasonable grounds to believe that advice received from the Servicer is incorrect, it shall promptly notify the Servicer of such matter Provided, however, that if the Servicer disagrees that such advice is incorrect the Receivables Trustee shall promptly act in accordance with the advice given by the Servicer and shall be entitled so to do.
(m) Where:
(i) any Ineligible Receivable has been assigned by the Transferor to the Receivables Trustee without there being any breach of warranty in respect of such Receivable under Clause 16.2 or 16.3 of the Receivables Securitisation Deed; and
(ii) at the time when any assignment of such Ineligible Receivable falls to be made pursuant to this Clause 7.1(m), there are no Eligible Receivables in existence on the same Account as such Ineligible Receivable, the Receivables Trustee shall assign all of its right, title and interest in such Ineligible Receivable to the Transferor by no later than the third Transfer Date falling after the Monthly Period in which such Receivable was identified as an Ineligible Receivable for a nominal consideration of £1 per batch of Ineligible Receivables assigned by the Receivables Trustee on the same date and shall execute such documentation as is required to effect such assignment, Provided that if, prior to the Ineligible Receivable in question being so assigned, the Transferor shall state that it will not accept an assignment of such OfferIneligible Receivable, andthen the Receivables Trustee, acting on the advice of the Servicer, shall cause the relevant Ineligible Receivable (together with any other Ineligible Receivables which at the relevant time fall within the application of this proviso) to be sold to a third party at an arms length, commercial price subject always to any requirements of law applicable in respect of any such sale to a third party and shall hold any proceeds of such sale on trust for the Transferor Beneficiary absolutely upon the terms of the trust in respect of Ineligible Receivables forming part of the Ineligible Receivables Pool in accordance with Clause 7.16 below and notwithstanding Clause 7.133.2(c)(iii) of this Deed (so far as applicable).
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DUTIES OF THE RECEIVABLES TRUSTEE. (a) The Receivables Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Deed to the extent required or permitted under and in compliance with applicable law and regulations. All of the following provisions of this Clause 7.1 are subject and without prejudice to Clause 2.1 and shall be construed having regard to Clause 2.1.
(b) The duties of the Receivables Trustee shall be to operate the Trust Accounts and purchase Receivables and, where it acquires any Receivables, to do so in accordance with the provisions of this Deed and any Relevant Transaction Document in a manner consistent with this Deed. The Receivables Trustee shall take those reasonable steps available to it to ensure that any movements of monies into and out of the Trust Accounts on any Business Day shall be for value on the same day.
(c) The Receivables Trustee shall, if it has actual knowledge of the same, act promptly to exercise its rights under any bank mandate relating to a bank account in respect of which it is a beneficiary of a trust declared over such account to prevent monies representing Trust Property being paid from such bank account to a bank account which is not a Trust Account and which was overdrawn at the close of business on the preceding London Business Day in London only (unless the Receivables Trustee shall have received evidence satisfactory to it that such overdraft has been satisfied). The Receivables Trustee shall cease to exercise such rights at such time as the relevant bank account ceases to be overdrawn.
(d) The Receivables Trustee shall maintain (or shall procure that its agent shallthere are maintained), on its behalf) maintain in Jersey, proper books of account and records (including all reports (whether under Clause 9.5 or otherwise), certificates and other documents provided to it) in respect of its duties as trustee of the Receivables Trust and shall maintain (or shall procure that its agent shallthere are maintained), on its behalf) maintain in Jersey, records of all assets held by it and all payments made by it in such capacity. For the avoidance of doubt, the duties of the Receivables Trustee under this Clause 7.1(d) shall not be deemed to be discharged by virtue of the Receivables Trustee appointing the Servicer to carry out any similar function pursuant to Clause 9.1.
(e) The Receivables Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Receivables Trustee which are specifically required to be furnished pursuant to any provision of this Deed or any Relevant Transaction Document, shall cause them to be examined to determine whether they substantially conform to the requirements of this Deed or such Relevant Transaction Document.
(f) On receipt of an Offer in accordance with Without prejudice to Clause 2 7.17(b), the appointment of the RSAServicer pursuant to Clause 9.1(a) and the implementation of advice received from the Servicer shall (unless and until terminated) be deemed to constitute performance by the Receivables Trustee of its fiduciary obligations hereunder or pursuant to any fiduciary duties on trustees implied by law in respect of such matters, PROVIDED THAT in order to comply with its obligations under Clauses 5.1(a)(iv), 5.1(b)(iii), 5.1(c)(iii), 5.1(d)(iii) and 5.1(f)(iii), the Receivables Trustee shall consider whether keep Servicer Monthly Reports in Jersey. Without prejudice to the foregoing or to Clause 7.17(a), it would be is expressly agreed and acknowledged that no delegation by the Receivables Trustee will absolve or release the Receivables Trustee from its liabilities or obligations hereunder in the best event that the Servicer shall default in the performance of its obligations as Servicer.
(g) The Receivables Trustee shall not be liable with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with the direction of the Investor Beneficiary or Enhancement Provider relating to the time, method and place of conducting any proceeding for any remedy available to the Receivables Trustee, or exercising any trust, discretion or power conferred upon the Receivables Trustee in relation to such Investor Beneficiary or Enhancement Provider, under this Deed or any Transaction Document.
(h) The Receivables Trustee shall not be charged with knowledge of any failure by the Servicer referred to in Clause 11.1 unless the Receivables Trustee receives written notice of such failure from the Servicer or the Investor Beneficiary or Enhancement Provider adversely affected thereby.
(i) The Receivables Trustee shall not be required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it believes that the repayment of such funds or adequate indemnity against such risk or liability is not assured to its reasonable satisfaction, and none of the provisions contained in this Deed or any Transaction Document shall in any event require the Receivables Trustee to perform or procure the performance of, or be responsible for the manner of the performance of, any of the obligations of the Servicer under this Deed.
(j) Except for actions expressly authorised herein or in any Supplement, the Receivables Trustee shall take no action to impair the interests of the Beneficiaries of the Receivables Trust in any Receivable now existing or hereafter created or to accept impair the value of any Receivable now existing or hereafter created.
(k) Other than as expressly contemplated in this Deed or any Transaction Document, the Receivables Trustee shall have no power to deal with Trust Property or supplement, amend or vary the Receivables Trust.
(l) If at any time the Receivables Trustee shall have reasonable grounds to believe that advice received from the Servicer is incorrect, it shall promptly notify the Servicer of such Offermatter Provided, andHOWEVER, subject that if the Servicer disagrees that such advice is incorrect the Receivables Trustee shall promptly act in accordance with the advice given by the Servicer and shall be entitled so to Clause 7.16 below and notwithstanding Clause 7.13do.
Appears in 1 contract
Samples: Receivables Trust Deed and Servicing Agreement (Turquoise Receivables Trustee LTD)
DUTIES OF THE RECEIVABLES TRUSTEE. (a) The Receivables Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Deed to the extent required or permitted under and in compliance with applicable law and regulations. All of the following provisions of this Clause 7.1 8.1 are subject and without prejudice to Clause 2.1 3.1 (Receivables Trust Deed) and shall be construed having regard to Clause 2.13.1 (Receivables Trust Deed).
(b) The duties of the Receivables Trustee shall be to operate the Trust Accounts and purchase Receivables where it acquires any Receivables, to do so in accordance with the provisions of this Deed and any Relevant other Transaction Document in a manner consistent with this Deed. The Receivables Trustee shall take those reasonable steps available to it to ensure that any movements of monies into and out of the Trust Accounts on any Business Day shall be for value on the same day.
(c) The Receivables Trustee shall, if it has actual knowledge of the same, act promptly to exercise its rights under any bank mandate relating to a bank account in respect of which it is a beneficiary of a trust declared over such account to prevent monies representing Trust Property being paid from such bank account to a bank account which is not a Trust Account and which was overdrawn at the close of business on the preceding Business Day in London only (unless the Receivables Trustee shall have received evidence satisfactory to it that such overdraft has been satisfied). The Receivables Trustee shall cease to exercise such rights at such time as the relevant bank account ceases to be overdrawn.
(d) The Receivables Trustee shall maintain in Jersey (or shall procure that its agent shall, on its behalfthe maintenance in Jersey of) maintain proper books of account in respect of its duties as trustee of the Receivables Trust and shall maintain in Jersey (or shall procure that its agent shall, on its behalfthe maintenance in Jersey of) maintain records of all assets held by it and all payments made by it in such capacity.
(e) The Receivables Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Receivables Trustee which are specifically required to be furnished pursuant to any provision of this Deed or any other Relevant Document, shall cause them to be examined to determine whether they substantially conform to the requirements of this Deed or such other Relevant Document.
(f) On receipt of an Offer in accordance with Clause 2 The appointment of the RSA, the Receivables Trustee shall consider whether it would be in the best interests of the Beneficiaries to accept such Offer, and, subject Servicer pursuant to Clause 7.16 below and notwithstanding Clause 7.1310.1(a) (
Appears in 1 contract
