EXECUTION VERSION
THE ROYAL BANK OF SCOTLAND PLC
as Lender
RBS CARDS SECURITISATION FUNDING LIMITED
as Loan Note Issuer
THE BANK OF NEW YORK
as Security Trustee
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LOAN NOTE ISSUER
EXPENSES LOAN AGREEMENT
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CONTENTS
Clause Page
1. Interpretation............................................................2
2. The Facility..............................................................5
3. Utilisation...............................................................5
4. Interest..................................................................6
5. Repayment.................................................................6
6. Prepayment................................................................7
7. Enforcement Event.........................................................8
8. Enforcement And Subordination.............................................8
9. Fees......................................................................9
10. Section 840A Bank.........................................................9
11. Assignment................................................................9
12. Information, Benefit......................................................9
SCHEDULE 1 LOAN NOTE ISSUER'S REPRESENTATIONS AND WARRANTIES................10
SCHEDULE 2 AMORTISATION SCHEDULE............................................12
SCHEDULE 3 UTILISATION REQUEST..............................................13
SCHEDULE 4 UTILISATION NOTICE...............................................14
SCHEDULE 5 UTILISATION CONFIRMATION.........................................15
THIS AGREEMENT is made on 1 February 2007
BETWEEN:
(1) THE ROYAL BANK OF SCOTLAND, PLC, a bank incorporated in Scotland, whose
registered office is located at 00 Xx Xxxxxx Xxxxxx, Xxxxxxxxx XX0 0XX
(the "Lender");
(2) RBS CARDS SECURITISATION FUNDING LIMITED, a private limited liability
company incorporated in Jersey, whose registered office is located at
Royal Bank House, 00 Xxxx Xxxxxx, Xx. Xxxxxx, Xxxxxx XX0 0XX, Channel
Islands (the "Loan Note Issuer"); and
(3) THE BANK OF NEW YORK, acting through its London branch, whose principal
place of business is at Xxx Xxxxxx Xxxxxx, Xxxxxx X00 0XX, Xxxxxxx (the
"Security Trustee").
WHEREAS:
(A) The Loan Note Issuer proposes to issue series of Loan Notes. Each Loan
Note will be constituted by the Security Trust Deed and the relevant Loan
Note Supplement executed on or about the relevant Closing Date.
(B) On any Closing Date on which the Loan Note Issuer issues further Loan
Notes, the Lender may, at the discretion of the Lender, advance funds to
the Loan Note Issuer to provide for the funding of the Spread Account in
respect of the relevant Series, on the terms and subject to the conditions
contained herein.
(C) The Security Trustee has agreed to hold the Security on trust on the terms
and conditions contained in the Security Trust Deed and any relevant Loan
Note Supplement.
IT IS HEREBY AGREED as follows:-
1. INTERPRETATION
1.1 Definitions
Unless otherwise defined in this Agreement or the context requires
otherwise, words and expressions used in this Agreement have the meanings
and constructions ascribed to them in the Master Definitions Schedule set
out in Schedule 1 (Master Definitions Schedule) of the Master Framework
Agreement dated 27 March 2000 as amended and restated on 28 September 2000
and 27 October 2005 and made between, among others, the Loan Note Issuer
and the Security Trustee.
1.2 Incorporation of Common Terms
The Common Terms apply to this Agreement and shall be binding on the
parties to this Agreement as if set out in full in this Agreement. As
between the parties to this Agreement, this Agreement is a Transaction
Document for the purposes of the Common Terms.
1.3 Conflict with Common Terms
If there is any conflict between the provisions of the Common Terms and
the provisions of this Agreement, the provisions of this Agreement shall
prevail.
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1.4 Additional Definitions
"Advance" has the meaning set out in Clause 2.2;
"Amortisation Schedule" shall have the meaning set out in Clause 3.7;
"Applicable Margin" means 1 per cent.;
"Facility" means the subordinated expenses loan facility, the terms and
conditions of which are set out in this Agreement;
"Facility Limit" means (pound)14,477,000;
"Final Repayment Date" means on any date of determination the final
Interest Payment Date specified on such date in the relevant Amortisation
Schedule;
"Initial Interest Payment Date" means the first Interest Payment Date in
respect of the Advance as specified in the Amortisation Schedule;
"Interest Payment Date" means the Initial Interest Payment Date and each
subsequent Distribution Date;
"Interest Period" means the period from (and including) an Interest
Payment Date (or, in the case of the first Interest Period for each
Advance, the relevant Closing Date) to (but excluding) the next Interest
Payment Date;
"LIBOR" means the RBS column rate (expressed as a rate per annum) for one
month sterling deposits as at 11.00 a.m. (London time) on the first
Business Day of the relevant Interest Period (or, in the case of the first
Interest Period, on the relevant Closing Date), as displayed on LIBOR08 on
Reuters or such other page or pages as may replace LIBOR08 on that service
for the purpose of displaying such information as determined by the
Lender;
"Loan Note Issuer Distribution Account" means the account with number
00000000 established in accordance with the bank account agreement dated
16 November 2005 between the Loan Note Issuer, RBSI and the Security
Trustee and designated with reference to the relevant Series;
"Loan Note Issuer Expenses Account" means the account with number 00000000
established in accordance with the bank account agreement, dated 16
November 2005, between the Loan Note Issuer, RBSI and the Security Trustee
and designated with reference to the relevant Series;
"Loan Note Issuer Expenses Loan" means the aggregate of all Advances from
time to time outstanding, as such amount is reduced or increased from time
to time by repayments or further advances hereunder;
"Repayment Amount" has the meaning given to it in Clause 5.3 of this
Agreement;
"Repayment Date" has the meaning given to it in Clause 5.3 of this
Agreement;
"Series Spread Ledger" has the meaning given to the term "series spread
ledger" in the Prospectus dated 28 July 2006;
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"Utilisation Confirmation" means a notice in substantially the form of
Schedule 5 (Utilisation Confirmation) from the Loan Note Issuer confirming
the terms of the Utilisation Notice;
"Utilisation Date" means the Closing Date;
"Utilisation Notice" means a notice in substantially the form of Schedule
4 (Utilisation Notice) specifying the terms on which an Advance will be
made by the Lender to the Loan Note Issuer;
"Utilisation Request" shall mean a notice in substantially the form of
Schedule 3 (Utilisation Request) requesting an Advance under the Facility;
and
"Warranty Documents" means the Transaction Documents to which the Loan
Note Issuer is a party together with any other Transaction Documents that
contain provisions that otherwise bind or confer rights upon the Loan Note
Issuer.
1.5 Obligor/Obligee
Paragraph 1 (Further Assurance) of the Common Terms applies to this
Agreement as if set out in full in this Agreement and as if the Loan Note
Issuer were the Obligor and the Lender and the Security Trustee were each
Obligees for the purposes of such Paragraph.
1.6 Governing Law and Jurisdiction
This Agreement and all matters arising from or connected with it shall be
governed by English law in accordance with paragraph 27 (Governing Law) of
the Common Terms. Paragraph 28 (Jurisdiction) of the Common Terms applies
to this Agreement as if set out in full in this Agreement.
1.7 Representations and Warranties
The Loan Note Issuer gives certain representations and warranties to the
Lender and the Security Trustee on the Closing Date and on each Interest
Payment Date on the terms set out in Schedule 1 (Loan Note Issuer's
Representations and Warranties) to this Agreement.
1.8 The headings in this Agreement shall not affect its interpretation.
1.9 Words denoting the singular number only shall include the plural number
also and vice versa; words denoting one gender only shall include the
other genders and words denoting persons only shall include firms and
corporations and vice versa.
1.10 Save where the contrary is indicated, any reference in this Agreement to
this Agreement or any other agreement or document shall be construed as a
reference to this Agreement or, as the case may be, such other agreement
or document as the same may have been, or may from time to time be
amended, varied, novated or supplemented.
2. THE FACILITY
2.1 Subject to the terms of this Agreement, the Lender hereby makes available
to the Loan Note Issuer an uncommitted unsecured term loan facility in an
aggregate amount equal to the Facility Limit.
2.2 On the Closing Date but subject to the provisions of Clause 3 below,
simultaneously with the issue of the Series 2007-A Loan Note by the Loan
Note Issuer, the Lender will, if it
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has determined that it will make an advance and has received a Utilisation
Confirmation from the Loan Note Issuer, advance to the Loan Note Issuer an
amount (the "Advance") to be paid into the Spread Account and credited to
the relevant Series Spread Ledger, in accordance with the Loan Note
Issuer's instructions.
3. UTILISATION
3.1 The Loan Note Issuer may seek to utilise the Facility on the Closing Date
by delivering a Utilisation Request to the Lender by no later than noon
(London time) on the Closing Date.
3.2 Each Utilisation Request is irrevocable and will not be regarded as having
been duly completed unless:
3.2.1 the proposed Utilisation Date is a Business Day;
3.2.2 it specifies the amount of the Advance to be made pursuant to the
Utilisation Request; and
3.2.3 it specifies the relevant Series Spread Ledger of the Spread Account
for that Series.
3.3 Only one Advance may be requested in each Utilisation Request.
3.4 The Loan Note Issuer is deemed to repeat the representations referred to
in Clause 1.7 (Representations and Warranties) on the date of each
Utilisation Request, each Utilisation Confirmation and each Closing Date
on which it receives an Advance in accordance with this Agreement.
3.5 If the Lender decides, in its absolute discretion and subject to
satisfactory receipt of such conditions precedent as it may request (which
may include, for the avoidance of doubt, legal opinions), to make an
Advance pursuant to a Utilisation Request, the Lender will deliver to the
Loan Note Issuer, by no later than noon (London time) on the Closing Date
on which the Advance is to be made, a Utilisation Notice specifying the
terms on which the Advance will be made including, without limitation, the
Applicable Margin in respect of the Advance.
3.6 By no later than noon (London time) on the Closing Date on which the
Advance is to be made, the Loan Note Issuer will deliver a Utilisation
Confirmation to the Lender confirming the terms of the Advance as set out
in the Utilisation Notice.
3.7 On or prior to the Closing Date on which the Advance is to be made
following the receipt of a Utilisation Confirmation, the Lender will
deliver to the Loan Note Issuer an amortisation schedule in respect of the
Advance in substantially the form of Schedule 2 (Amortisation Schedule)
attached hereto setting out the Repayment Amounts to be paid in relation
to the Advance as well as clearly specifying the Initial Interest Payment
Date in relation to the Advance (the "Amortisation Schedule").
4. INTEREST
4.1 The periods for which any Advance is outstanding hereunder will be divided
into periods which will correspond with the Interest Periods.
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4.2 Subject to Clause 7 (Enforcement Event), the Loan Note Issuer will pay
interest on any and all outstanding Advances, at the rate per annum which
is the aggregate of (i) the Applicable Margin and (ii) LIBOR for the
relevant Interest Period. Interest will accrue from day to day and will be
calculated on the basis of actual days elapsed and a year of 365 days (or
366 days if the relevant Interest Period ends in a leap year) and will be
(subject to Clause 7 (Enforcement Event)) payable in arrears on each
Interest Payment Date.
4.3 To the extent that the aggregate of the monies available to the Loan Note
Issuer in respect of any Series, as credited to the relevant Loan Note
Issuer Distribution Account and subsequently transferred to the Loan Note
Issuer Expenses Account, is on any Interest Payment Date (after taking
into account all other payments to be made therefrom on such date in
accordance with the Security Trust Deed and the relevant Loan Note
Supplement in priority to such interest) less than the amount of interest
then due to the Lender in respect of the Advance made in relation to that
Series, payment of the amount of the shortfall in respect of that Series
("Relevant Deferred Interest") will be deferred to the extent of available
funds, until the next Interest Payment Date thereafter on which funds are
available to the Loan Note Issuer to pay such Relevant Deferred Interest;
provided, however, that if any Relevant Deferred Interest remains
outstanding after the relevant Final Repayment Date, the Relevant Deferred
Interest will be repaid on the next and subsequent Interest Payment Date
to the extent funds are available for such purpose and any liability in
excess of such available funds shall be extinguished.
4.4 Any payments made by the Loan Note Issuer under this Agreement will be
paid after deduction of withholding for tax where such deduction or
withholding is required by law and there will be no obligation on the Loan
Note Issuer to pay any additional amounts in respect of such withholding
or deduction, notwithstanding the terms of any other documents to which it
is a party. 4.5 The Lender will promptly notify the Loan Note Issuer and
the Trust Cash Manager of each determination of LIBOR made pursuant to
this Agreement.
4.6 In the absence of manifest error, a statement made by the Lender as to any
amount of interest payable pursuant to this Clause 4 will be conclusive.
5. REPAYMENT
5.1 The Loan Note Issuer shall procure that sums received on each Interest
Payment Date from the Receivables Trustee and identified as principal
amounts for the repayment of an Advance are deposited in the relevant Loan
Note Issuer Distribution Account for that Series and subsequently credited
to the relevant Loan Note Issuer Expenses Account for that Series.
5.2 Subject to Clause 7 (Enforcement Event) and the provisions of this Clause
5, any outstanding Advance will be repaid in monthly instalments on each
Interest Payment Date as set out in the Amortisation Schedule then in
effect in relation to that Series.
5.3 Each date on which an Advance will be repayable in whole or in an
instalment as stated in the relevant Amortisation Schedule will be a
"Repayment Date" and each amount so repayable a "Repayment Amount".
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5.4 Subject to Clause 5.5 below, to the extent that the aggregate of the
monies available to the Loan Note Issuer in the Loan Note Issuer Expenses
Account in respect of any Series in accordance with the terms of the
Security Trust Deed and the relevant Loan Note Supplement thereto, is
(after taking into account all other payments to be made therefrom on such
date in accordance with the Security Trust Deed and supplements thereto)
on any Repayment Date insufficient to pay in full any Repayment Amount
then due in respect of that Series, such Repayment Amount will be reduced
by the amount of such shortfall and the next Repayment Amount in respect
of any outstanding Advance in relation to that Series increased by the
same amount; provided however, that if any part of the outstanding Advance
made in relation to that Series ("Relevant Deferred Principal") remains
outstanding after the Final Repayment Date, the Relevant Deferred
Principal will be repaid on the next and subsequent Interest Payment Date
to the extent funds are available for such purpose and any liability in
excess of such available funds shall be extinguished.
5.5 In the event that an Amortisation Period commences in respect of the
related Series then, on each subsequent Repayment Date during such period,
the Repayment Amount scheduled to be paid on that date pursuant to Clause
5.1 or Clause 5.2 will be the amount which is the lesser of:
5.5.1 the amount standing to the credit of the relevant Loan Note Issuer
Expenses Account relating to such Series at such time which has been
allocated in accordance with the relevant Loan Note Supplement
relating to such Series towards payment in respect of the Loan Note
Issuer Expenses Loan; and
5.5.2 the amount of the Loan Note Issuer Expenses Loan outstanding at such
time.
6. PREPAYMENT
6.1 The Loan Note Issuer may prepay the whole or any part of the Loan Note
Issuer Expenses Loan on any Interest Payment Date to the extent of funds
available for such purpose.
6.2 Any prepayment will on that Interest Payment Date first reduce the amount
payable in respect of the Repayment Amounts which are payable on the
Repayment Date furthest in time from such Interest Payment Date in
priority to the Repayment Amounts payable on any other Interest Payment
Date.
7. ENFORCEMENT EVENT
If the Security Trustee serves an Enforcement Notice on the Loan Note
Issuer pursuant to the terms of any Loan Note, the Security Trustee will
forthwith provide a copy thereof to the Lender and the Lender may, by
notice to the Loan Note Issuer, declare all or any part of the Loan Note
Issuer Expenses Loan, together with all interest thereon, subject always
to Clause 8 (Enforcement and Subordination), to be immediately due and
repayable.
8. ENFORCEMENT AND SUBORDINATION
8.1 The Lender agrees with the Security Trustee and the Loan Note Issuer to be
bound by the terms of the Security Trust Deed and each of the Loan Note
Supplements and, in particular, confirms that no sum, whether in respect
of principal or interest or otherwise relating to the Loan Note Issuer
Expenses Loan, will be due and payable by the Loan
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Note Issuer except in accordance with the priority of payments provided
for in the Security Trust Deed and each of the Loan Note Supplements, as
applicable, unless and until all sums thereby required to be paid or
provided for in priority thereto in relation to the relevant series have
been paid or will be discharged in full.
8.2 The Lender will not take any steps for the purpose of receiving any debts
whatsoever owing to it by the Loan Note Issuer pursuant to this Agreement
or enforcing any rights arising out of this Agreement against the Loan
Note Issuer or procuring the winding-up, administration or liquidation of
the Loan Note Issuer in respect of any of its liabilities whatsoever.
8.3 The Lender agrees that it will not take any action or proceedings against
the Loan Note Issuer to recover any amounts due and payable by the Loan
Note Issuer to the Lender under this Agreement, except to the extent that
the Loan Note Issuer has sufficient assets to meet the Lender's claim in
full having taken into account all other liabilities both actual and
contingent of the Loan Note Issuer which rank in priority to its
liabilities to the Lender under this Agreement and so that the Loan Note
Issuer will not be obliged to make any payment to the Lender hereunder if
and to the extent that the making of such payment would cause or be likely
to cause the Loan Note Issuer to be or become unable to pay its debts as
they fall due.
8.4 Without prejudice to the foregoing provisions of this Clause, the Lender
hereby covenants with the Loan Note Issuer and the Security Trustee that
if, whether in the liquidation of the Loan Note Issuer or otherwise (and
notwithstanding the provisions of this Clause 8.4), any payment (which
shall include any set-off, combination or withholding) is received by it
in respect of the Loan Note Issuer Expenses Loan or any interest thereon
other than in accordance with the terms of this Agreement and the Security
Trust Deed the amount so paid will be paid over to the Security Trustee
forthwith upon receipt; provided however, that this Clause 8.4 will have
effect only to the extent that it does not constitute or create and is not
deemed to constitute or create any mortgage, charge or other security
interest of any kind; provided, further, however, that as between the
Security Trustee and the Loan Note Issuer or any liquidator thereof such
amounts paid under this Clause 8.4 will be deemed to be paid and as
between the Lender and the Loan Note Issuer or any liquidator thereof such
amounts paid under this Clause 8.4 will be deemed not to have been paid.
8.5 The Lender hereby covenants with the Security Trustee that it will not set
off or claim to set off the Loan Note Issuer Expenses Loan or any interest
thereon or any part of either thereof against any liability owed by it to
the Loan Note Issuer.
8.6 The Lender hereby covenants with the Loan Note Issuer 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 the Loan Note Issuer or of any or all
of its revenues and assets.
9. FEES
Each of the parties hereto (other than the Security Trustee) will bear its
own costs and expenses in connection with the negotiation, preparation and
execution of this Agreement and no fees will be payable in connection
herewith.
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10. SECTION 840A BANK
The Lender warrants that it is a Bank as defined for the purposes of
Section 840A of the Income and Corporation Taxes Act 1988 and that it is
beneficially entitled to all amounts regarded as interest for United
Kingdom tax purposes received by it under this Agreement and will be
within the charge to United Kingdom corporation tax as respects all such
amounts.
11. ASSIGNMENT
Each of the parties hereto agrees that the Lender may not assign its
rights hereunder and that the rights of the Loan Note Issuer hereunder may
only be assigned to the Security Trustee.
12. INFORMATION, BENEFIT
The Lender shall provide to the Security Trustee such information and
evidence in respect of any dealing between the Loan Note Issuer and the
Lender under this Agreement or otherwise as the Security Trustee may
request for the purpose of discharging the duties, trusts, powers,
authorities and discretions vested in the Security Trustee in or under the
Transaction Documents or by operation of law and the Loan Note Issuer
hereby waives any right or duty of confidentiality which it may have or
which may be owed to it by the Lender in respect of such information and
evidence.
IN WITNESS WHEREOF the parties hereto have signed and executed this Agreement
the day and year first above written.
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SCHEDULE 1
LOAN NOTE ISSUER'S REPRESENTATIONS AND WARRANTIES
1. Management and Administration
The Loan Note Issuer represents and warrants that its management, the
places of residence of the majority of its directors, the place at which
the meetings of its board of directors are held and the place from which
its interests are administered are all situated in Jersey.
2. No Subsidiaries, Employees or Premises
The Loan Note Issuer represents and warrants that it has no branch office
in any jurisdiction other than Jersey, no subsidiaries and no employees.
3. Corporate Power
The Loan Note Issuer has the requisite power and authority to:
3.1 enter into each Warranty Document to which it is a party; and
3.2 create and issue the Loan Notes and the Security, and to undertake and
perform the obligations expressed to be assumed by it therein.
4. Authorisation
All acts, conditions and things required to be done, fulfilled and
performed in order:
4.1 to enable the Loan Note Issuer lawfully to issue, distribute and perform
the terms of the Loan Notes;
4.2 to enable the Loan Note Issuer lawfully to enter into each Warranty
Document to which it is a party;
4.3 to enable the Loan Note Issuer lawfully to exercise its rights under and
perform and comply with the obligations expressed to be assumed by it in
each Warranty Document;
4.4 to ensure that the obligations expressed to be assumed by it in the Loan
Notes and each Warranty Document are legal, valid, binding and enforceable
against it; and
4.5 to make the Loan Notes and each Warranty Document admissible in evidence
in Jersey, Channel Islands, have been done, fulfilled and performed and
are in full force and effect or, as the case may be, have been effected,
and no steps have been taken to challenge, revoke or cancel any such
authorisation obtained or effected.
5. Execution
The Warranty Documents to which it is a party have been duly executed by
the Loan Note Issuer.
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6. No Breach of Law or Contract
The entry by the Loan Note Issuer into and the execution (and, where
appropriate, delivery) of each Warranty Document to which it is intended
to be a party and the performance by the Loan Note Issuer of its
obligations under each Warranty Document do not and will not conflict with
or constitute a breach or infringement by the Loan Note Issuer of:
6.1 the Loan Note Issuer's Memorandum and Articles of Association;
6.2 any Requirement of Law in force as at the date of this Agreement; or
6.3 any agreement, indenture, contract, mortgage, deed or other instrument to
which the Loan Note Issuer is a party or which is binding on it or any of
its assets.
7. Valid and Binding Obligations
The obligations expressed to be assumed by the Loan Note Issuer under each
Warranty Document (other than the Loan Notes) are legal and valid
obligations, binding on it and enforceable against it in accordance with
their terms, except:
7.1 as such enforcement may be limited by applicable bankruptcy, insolvency,
moratorium, reorganisation or other similar laws affecting the enforcement
of the rights of creditors generally;
7.2 as such enforceability may be limited by the effect of general principles
of equity; and
7.3 obligations relating to stamp duties may be void by virtue of Section 117
of the Stamp Xxx 0000.
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SCHEDULE 2
AMORTISATION SCHEDULE
The Initial Interest Payment Date in relation to the Advance will be 15 March
2007.
The Applicable Margin in respect of the Advance will be 1%.
** Period Represents Month in which amounts are to be paid **
Period Start Balance Principal End Balance
1 (pound)14,477,000 (pound)14,477,000 0
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SCHEDULE 3
UTILISATION REQUEST
From: RBS Cards Securitisation Funding Limited
To: The Royal Bank of Scotland plc
000 Xxxxxxxxxxx
Xxxxxx
XX0X 0XX
Attention: Xxxx Xxxxxxxxx
Dated: 1 February 2007
Dear Sirs
RBS Cards Securitisation Funding Limited - Expenses Loan Agreement
dated 1 February 2007 (the "Agreement")
1. We refer to the Agreement. This is a Utilisation Request as defined in the
Agreement. Terms defined in the Agreement have the same meaning in this
Utilisation Request unless given a different meaning in this Utilisation
Request.
2. We wish to borrow an Advance on the following terms:
Closing Date in respect of such Advance: 1 February 0000
Xxxxxx: (pound)14,477,000
3. The proceeds of this Advance should be credited to the Series 2007-A
Spread Ledger in the Spread Account held in the name of the Receivables
Trustee for the benefit of the Loan Note Issuer at the Royal Bank of
Scotland International Limited, Jersey - account number: 00000000; sort
code: 16-10-28.
4. We confirm that each of the representations referred to in Clause 1.7
(Representations and Warranties) of the Agreement is repeated as at the
date hereof.
5. This Utilisation Request is irrevocable.
Yours faithfully
................................
authorised signatory for
RBS Cards Securitisation Funding Limited
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SCHEDULE 4
UTILISATION NOTICE
From: The Royal Bank of Scotland plc
000 Xxxxxxxxxxx
Xxxxxx
XX0X 0XX
Attention: Xxxx Xxxxxxxxx
To: RBS Cards Securitisation Funding Limited
Dated: 1 February 2007
Dear Sirs
RBS Cards Securitisation Funding Limited - Expenses Loan Agreement
dated 1 February 2007 (the "Agreement")
1. We refer to the Agreement. This is a Utilisation Notice as defined in the
Agreement. Terms defined in the Agreement have the same meaning in this
Utilisation Notice unless given a different meaning in this Utilisation
Notice.
2. Further to the Utilisation Request dated 1 February 2007 requesting an
Advance in the amount of (pound)14,477,000 to be made on 1 February 2007,
we hereby notify you of our agreement to make an Advance subject to the
following terms:
Amount: (pound)14,477,000
Applicable Margin: 1 per cent.
Closing Date on which Advance to be made: 1 February 2007
Initial Interest Payment Date: 15 March 2007
3. We will provide you with an Amortisation Schedule in respect of the
Advance on the Closing Date on which the Advance is to be made as
specified above.
4. Upon receipt of this Utilisation Notice, please confirm your agreement to
the terms of the Advance by signing and returning a Utilisation
Confirmation by no later than noon (London time) on the Closing Date on
which the Advance is to be made.
Yours faithfully
.............................
authorised signatory for
The Royal Bank of Scotland plc
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SCHEDULE 5
UTILISATION CONFIRMATION
From: RBS Cards Securitisation Funding Limited
To: The Royal Bank of Scotland plc
000 Xxxxxxxxxxx
Xxxxxx
XX0X 0XX
Attention: Xxxx Xxxxxxxxx
Dated: 1 February 2007
Dear Sirs
RBS Cards Securitisation Funding Limited - Expenses Loan Agreement
dated 1 February 2007 (the "Agreement")
1. We refer to the Agreement. This is a Utilisation Confirmation as defined
in the Agreement. Terms defined in the Agreement have the same meaning in
this Utilisation Confirmation unless given a different meaning in this
Utilisation Confirmation.
2. We hereby notify you of our agreement to the terms of the Advance
specified in the Utilisation Notice dated 1 February 2007.
3. The proceeds of the Advance should be credited to the Series 2007-A Spread
Ledger in the Spread Account, as specified in the Utilisation Notice.
Yours faithfully
........................
authorised signatory for
RBS Cards Securitisation Funding Limited
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EXECUTION PAGE
RBS CARDS SECURITISATION FUNDING LIMITED
By:
Process Agent:
Xxxxxxxx Chance Secretaries Limited
00 Xxxxx Xxxx Xxxxxx
Xxxxxx X00 0XX
THE BANK OF NEW YORK, LONDON BRANCH
By:
THE ROYAL BANK OF SCOTLAND PLC
By:
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