Exhibit 10.6
XXXXXXXX LIMITED LIABILITY PARTNERSHIP
CHANCE
ARRAN FUNDING LIMITED
as Issuer
RBS CARDS SECURITISATION FUNDING LIMITED
as Loan Note Issuer and Investor Beneficiary
and
THE ROYAL BANK OF SCOTLAND INTERNATIONAL LIMITED
as Jersey Bank Account Operator and Account Bank
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JERSEY BANK ACCOUNT OPERATING AGREEMENT
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CONTENTS
CLAUSE PAGE
1. Interpretation.........................................................1
2. Services Provided By The Jersey Bank Account Operator..................2
3. Sub-Contracting........................................................4
4. Agency Provisions......................................................5
5. Retirement Of The Jersey Bank Account Operator.........................5
6. Representations Of The Loan Note Issuer................................7
7. Undertakings Of The Jersey Bank Account Operator.......................7
8. Jersey Bank Account Operator's Liability And Indemnity.................8
9. Records And Reports....................................................9
10. Fees Of The Jersey Bank Account Operator...............................9
11. No Liability And No Petition...........................................9
12. Assignment And Sub-Contracting........................................10
13. No Conflict Of Interest...............................................10
14. Jurisdiction..........................................................11
THIS AGREEMENT is made on the [*] day of [*] 2005
BETWEEN:
(1) ARRAN FUNDING LIMITED, a public limited liability company incorporated
in Jersey with registration number 88474 and having its registered
office at 00 Xxxxxxxxx Xxxxxx, Xx Xxxxxx, Xxxxxx XX0 0XX (the "ISSUER");
(2) RBS CARDS SECURITISATION FUNDING LIMITED, a private limited liability
company incorporated in Jersey with registration number 76199 and having
its registered office at Royal Xxxx Xxxxx, 00 Xxxx Xxxxxx, Xxxxxx XX0
0XX, in its capacities as the loan note issuer (the "LOAN NOTE ISSUER")
and as investor beneficiary (the "INVESTOR BENEFICIARY"); and
(3) THE ROYAL BANK OF SCOTLAND INTERNATIONAL LIMITED, whose registered
office is at Royal Xxxx Xxxxx, 00 Xxxx Xxxxxx, Xxxxxx XX0 0XX in its
capacities as the Jersey bank account operator (the "JERSEY BANK ACCOUNT
OPERATOR") and as the account bank (the "ACCOUNT BANK").
WHEREAS
(A) In various circumstances the Issuer and the Loan Note Issuer will
exercise certain rights and powers in relation to all their bank
accounts and any other account opened by them in connection with the
Programme from time to time (collectively the "ACCOUNTS") and other
matters referred to herein.
(B) Pursuant to the terms and conditions of this Agreement, the Issuer, the
Loan Note Issuer and the Jersey Bank Account Operator have agreed that
the Issuer and the Loan Note Issuer will each appoint the Jersey Bank
Account Operator as the bank account operator of their Accounts and the
Issuer and the Loan Note Issuer will accordingly each entrust the
matters referred to in recital (A) above to the Jersey Bank Account
Operator.
NOW 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
Arran Funding Master Framework Agreement which is dated on or about the
date of this Agreement and signed for the purpose of identification by,
amongst others, each of the parties to this Agreement.
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.
1.3 CONFLICT WITH COMMON TERMS
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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.
1.4 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 Issuer
were the Obligor and the Jersey Bank Account Operator an Obligee for the
purposes of such Paragraph;
1.5 GOVERNING LAW
This Agreement and all matters arising from or connected with it shall
be governed by English law in accordance with Paragraph 26 (Governing
Law) of the Common Terms.
1.6 REPRESENTATIONS AND WARRANTIES
The Issuer gives certain representations and warranties to the Note
Trustee on the terms set out in Schedule 4 (Issuer's Representations and
Warranties) of the Arran Funding Master Framework Agreement.
1.7 COVENANTS
The Issuer covenants with the Note Trustee on the terms set out in
Schedule 5 (Issuer Covenants) of the Arran Funding Master Framework
Agreement.
2. SERVICES PROVIDED BY THE JERSEY BANK ACCOUNT OPERATOR
2.1 (a) Each of the Issuer and the Loan Note Issuer appoints the Jersey
Bank Account Operator to (1) act as its bank account operator in
order to implement, administer and carry out those
responsibilities and obligations of, or with respect to, the
Issuer and the Loan Note Issuer which are set out in paragraph
(b) below under and in connection with the Receivables Trust
Deed and Trust Cash Management Agreement, the Security Trust
Deed, any related supplement thereto and any related Loan Note,
the Arran Funding Note Trust Deed, any related supplement
thereto, the Notes, the Issuer Distribution Account Bank
Agreement, the Loan Note Issuer Account Bank Agreement, the
Agency Agreement and any Related Documents and/or any matter
contemplated by any of the said documents, and (2) provide, from
time to time, copies to any Rating Agency of any report (in
connection with the Security Trust Deed and any related Loan
Note) prepared and/or provided by the Trust Cash Manager, the
Issuer or the Loan Note Issuer to the Jersey Bank Account
Operator.
(b) Subject to the security created over each Issuer Distribution
Account pursuant to the Arran Funding Note Trust Deed and any
related supplement and each Loan Note Issuer Distribution
Account and relating to each Series pursuant to the Security
Trust Deed and any related supplement, the authority granted to
and obligations accepted by the Jersey Bank Account Operator
pursuant to paragraph (a) shall comprise the following:
(i) giving directions on behalf of the Issuer and the Loan
Note Issuer, as the case may be, in relation to the
movement of monies from the Accounts (in accordance with
the Issuer's and Loan Note Issuer's respective
obligations
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under the documents and arrangements pursuant to Clause
2.1(a)) taking into account all information received
from the Issuer, the Loan Note Issuer, the Account Bank
and the Trust Cash Manager and taking into account any
expenses loan agreement or swap agreement entered into
by the Issuer;
(ii) calculating payments to be made (a) by the Loan Note
Issuer and (b) by the Issuer (in accordance with the
Issuer's and Loan Note Issuer's respective obligations
under the documents and arrangements pursuant to Clause
2.1(a));
(iii) record credit and debit entries (as applicable) to each
relevant ledger of the Accounts and make the records of
such entries available to the Account Bank at all times;
(iv) subject to this Agreement, implementing any directions
of the Issuer or the Loan Note Issuer in relation to the
Accounts and the matters arising from this Agreement;
(v) subject to this Agreement, providing copies of reports
to third parties;
(vi) dealing with third parties (including any expenses loan
provider, any Rating Agency, the Note Trustee, the
Security Trustee, the Receivables Trustee, RBS and
Natwest in its various capacities, the Account Bank, the
Servicer, any substitute servicer and any other Person)
in relation to any amount received or payable by or to
the Loan Note Issuer or the Issuer;
(vii) subject always to the Relevant Documents, taking or
refraining from taking any other action whatsoever in
relation to the Accounts and the movement of monies
thereon which may be taken or not taken, pursuant to the
Relevant Documents, by the Issuer, the Loan Note Issuer
or the Jersey Bank Account Operator; and
(viii) use all reasonable endeavours to ensure that each
Mandate relating to each Account will continue to be
operative and will not be changed without the prior
written consent of the Issuer or the Loan Note Issuer
(as applicable);
(ix) at the close of business of each Business Day, procure
that the funds standing to the credit of any Account are
invested in accordance with the instructions of the
Issuer or the Loan Note Issuer (as applicable);
(x) procure that all amounts standing to the credit of any
Account from time to time which are not invested will
carry interest at such rate as may be agreed with the
Account Bank pursuant to the Issuer Distribution Account
Bank Agreement or the Loan Note Issuer Distribution
Account Bank Agreement (as applicable);
(xi) any other activities by agreement between the Issuer,
the Loan Note Issuer (or any Person acting on each of
their behalf) and the Jersey Bank Account Operator,
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in each case for and on behalf of the Issuer or the Loan Note
Issuer as contemplated in the Security Trust Deed, any related
supplement thereto and any related Loan Note, the Arran Funding
Note Trust Deed and any related supplement thereto and the
Expenses Loan Agreement.
2.2 The Jersey Bank Account Operator hereby agrees:
(a) save as provided herein, not to enter into, on behalf of the
Issuer or the Loan Note Issuer, any commitments, loans or
obligations or otherwise restrict or dispose of the Issuer or
the Loan Note Issuer's property or assets and subject to any
applicable law, regulation or order of any court generally not
to take any action which would be inconsistent with the business
of the Issuer or the Loan Note Issuer or in breach of the Issuer
or the Loan Note Issuer's constitutive documents or in breach of
any of the Relevant Documents to which the Issuer or the Loan
Note Issuer is or becomes a party; and
(b) to keep confidential all documents, materials and other
information (including any reports described in Clause 2.1(a))
relating to the business of the Issuer or the Loan Note Issuer
and not to disclose any of the aforesaid to any person other
than the Issuer or the Loan Note Issuer without the prior
consent of the Issuer or the Loan Note Issuer unless required to
do so by any applicable law, regulation or order of any court
PROVIDED THAT disclosure to any person for the purposes of the
performance of their contractual obligations towards the Issuer
or the Loan Note Issuer (or the Jersey Bank Account Operator)
pursuant to the Relevant Documents, or the exercise of their
rights thereunder, is permitted,
PROVIDED THAT nothing in this Clause 2.2 shall obligate the Jersey Bank
Account Operator to carry out any duties in relation to the Relevant
Documents to which the Issuer or the Loan Note Issuer is or becomes a
party which have been delegated by the Issuer or the Loan Note Issuer
specifically to other persons pursuant to such Relevant Documents.
3. SUB-CONTRACTING
The Jersey Bank Account Operator may appoint any company in the same
group of companies as the Jersey Bank Account Operator as its sub-agent,
sub-contractor or representative to carry out or to assist the Jersey
Bank Account Operator to carry out all or any part of the services to be
provided by it under this Agreement PROVIDED THAT such appointee shall
be resident outside the United Kingdom for the purposes of United
Kingdom taxation and shall belong outside the United Kingdom for VAT
purposes, shall have no business establishment or other fixed
establishment (for the purposes of Section 9 of VATA) in the United
Kingdom and shall act outside the United Kingdom for all the purposes of
such appointment (without prejudice to the ability of the Jersey Bank
Account Operator to appoint a correspondent bank in the United Kingdom
where necessary for the purposes of this Agreement). No such delegation
shall relieve the Jersey Bank Account Operator of its obligations under
this Agreement.
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4. AGENCY PROVISIONS
4.1 The Jersey Bank Account Operator may rely upon any communication or
document reasonably believed by it to be genuine.
4.2 The Jersey Bank Account Operator shall promptly inform the Issuer or the
Loan Note Issuer of the contents of any notice or document received by
it from any of the parties to any of the Relevant Documents to which the
Issuer or the Loan Note Issuer is or becomes a party which the Jersey
Bank Account Operator considers to be extraordinary in the context of
the Issuer or the Loan Note Issuer's day-to-day operation.
4.3 Notwithstanding anything to the contrary expressed or implied herein,
the Jersey Bank Account Operator shall not:
(a) be bound to account to the Issuer or the Loan Note Issuer for
any sum or the profit element of any sum received by it for its
own account; or
(b) be bound to disclose to any other person any information
relating to the Issuer or the Loan Note Issuer if such
disclosure would or might in its opinion constitute a breach of
the law or regulation or be otherwise actionable at the suit of
any person.
4.4 The Jersey Bank Account Operator does not accept any responsibility for
the legality, validity, effectiveness, adequacy or enforceability of any
of the Relevant Documents save as regards matters relevant to its own
capacity to enter into and perform its obligations thereunder.
5. RETIREMENT OF THE JERSEY BANK ACCOUNT OPERATOR
5.1 The Jersey Bank Account Operator may retire its appointment hereunder at
any time without assigning any reason therefor by giving written notice
to that effect to the Issuer or the Loan Note Issuer PROVIDED THAT the
retirement of the Jersey Bank Account Operator shall not be effective
until a replacement acceptable to the Issuer and the Loan Note Issuer
(such acceptance not to be unreasonably withheld) for the Jersey Bank
Account Operator is appointed and such replacement has agreed to act as
the Jersey Bank Account Operator for the purposes hereof.
5.2 The Issuer or the Loan Note Issuer:
(a) may require the Jersey Bank Account Operator to retire its
appointment hereunder at any time by giving written notice to
that effect to the Jersey Bank Account Operator (PROVIDED THAT
the retirement shall not be effective until a replacement
acceptable to the Issuer and the Loan Note Issuer has been
appointed); and
(b) shall require the Jersey Bank Account Operator to so retire
(PROVIDED THAT the retirement shall not be effective until a
replacement acceptable to the Issuer or the Loan Note Issuer has
been appointed) if:
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(i) the Jersey Bank Account Operator defaults in the payment
on the due date of any payment to be made by it under
this Agreement and such default continues unremedied for
a period of two Business Days;
(ii) the Jersey Bank Account Operator defaults in any
material respect in the performance or observance of any
of its other undertakings and obligations under this
Agreement and such default continues unremedied for a
period of ten Business Days after the receipt by the
Jersey Bank Account Operator of written notice from the
Issuer or the Loan Note Issuer requiring the same to be
remedied;
(iii) the Jersey Bank Account Operator becomes insolvent or
bankrupt or unable to pay, or generally is not paying,
its debts as such debts become due, or takes any action
for the purposes of entering into any winding-up,
dissolution, bankruptcy, reorganisation, receivership or
similar proceedings analogous in purpose or effect, or
any order is made by any competent court or any
resolution is passed for the appointment of a
liquidator, trustee in bankruptcy or similar officer of
the Jersey Bank Account Operator, or the Jersey Bank
Account Operator appoints or suffers the appointment of
any receiver, trustee or similar officer of the whole or
a substantial part of its assets or business or enters
into any composition, restructuring or renegotiation of
debt with its general creditors; or
(iv) the Jersey Bank Account Operator is subject to any
material litigation, arbitration or administrative
proceeding or claim which would, if adversely
determined, be in the opinion of the Issuer or the Loan
Note Issuer, acting reasonably, materially prejudicial
to its interests.
5.3 If a successor to the Jersey Bank Account Operator is appointed pursuant
to Clauses 5.1 or 5.2 then, upon a replacement Jersey Bank Account
Operator agreeing to act as such:
(a) the retiring Jersey Bank Account Operator shall be discharged
from any further obligation hereunder other than any liability
or obligation accrued at the date of its retirement; and
(b) its successor and each of the other parties hereto shall have
the same rights and obligations amongst themselves as they would
have had if such successor had been an original party hereto.
6. REPRESENTATIONS OF THE LOAN NOTE ISSUER
The Loan Note Issuer represents and warrants to the Jersey Bank Account
Operator that:
6.1 the execution, delivery and performance by the Loan Note Issuer of this
Agreement (a) are within its corporate powers, (b) has been duly
authorised by all necessary corporate action and (c) does not contravene
its memorandum and articles of association or any law or any contractual
restriction binding on or affecting it;
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6.2 no authorisation or approval or other action by and no notice to or
filing with, any governmental authority or regulatory body is required
for the due execution, delivery and performance by it of this Agreement;
and
6.3 this Agreement is the legal, valid and binding obligation of the Loan
Note Issuer (except as may be limited by bankruptcy, insolvency,
moratorium and other similar laws affecting the rights of creditors
generally).
7. UNDERTAKINGS OF THE JERSEY BANK ACCOUNT OPERATOR
The Jersey Bank Account Operator undertakes with each of the Issuer and
the Loan Note Issuer that, without prejudice to any of its specific
obligations under this Agreement:
(a) it will devote to the performance of its obligations under this
Agreement at least the same amount of time and attention, and
exercise at least the same level of skill, care and diligence,
in the performance of those obligations as it would if it were
administering its own rights and obligations as opposed to those
of each of the Issuer and the Loan Note Issuer;
(b) it will comply with any proper directions, orders and
instructions which either of the Issuer or the Loan Note Issuer
may from time to time give to it in connection with the
performance of its obligations under this Agreement;
(c) it will use its reasonable endeavours to keep in force all
licences, approvals, authorisations and consents which may be
necessary in connection with the performance of its obligations
under this Agreement and shall, so far as it can reasonably do
so, perform its obligations under this Agreement in such a way
as not to prejudice the continuation of any such approval,
authorisation, consent or licence;
(d) it will observe and perform all the duties and obligations as
required by any Relevant Document to which it is a party to be
performed by it in its capacity as Jersey Bank Account Operator;
(e) it will promptly upon becoming aware thereof notify each of the
Issuer and the Loan Note Issuer in writing of any condition,
event, act, matter or thing which is a breach of any of the
representations, warranties, covenants and undertakings of any
of the parties to the Relevant Documents to which either of the
Issuer and the Loan Note Issuer is or becomes a party contained
therein;
(f) it will make available office facilities, equipment and staff
sufficient to enable it to fulfil its obligations under this
Agreement;
(g) it will not fail in any material respect to comply with any
legal, administrative and regulatory requirements in the
performance of its obligations under this Agreement;
(h) subject to timely receipt by the Jersey Bank Account Operator of
sufficient funds it will make or give directions for the making
of all payments on behalf of each of the Issuer and the Loan
Note Issuer required to be made by the Jersey
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Bank Account Operator pursuant to the Relevant Documents to
which each of the Issuer and the Loan Note Issuer is or becomes
a party on their due date and at or before the time required
thereby without set-off or counterclaim and (unless required by
law to deduct or withhold) without deduction or withholding for
any taxes; and
(i) it will execute and do all such further documents, acts and
things as may be necessary at any time or times to give effect
to this Agreement, of which it has notice.
8. JERSEY BANK ACCOUNT OPERATOR'S LIABILITY AND INDEMNITY
8.1 The Jersey Bank Account Operator hereby indemnifies and undertakes to
keep each of the Issuer and the Loan Note Issuer and its directors,
officers, employees and agents indemnified against all actions,
proceedings, claims, costs and demands (including costs and reasonable
expenses arising therefrom or incidental thereto) which may be brought
against, suffered or incurred by it or any of them as a result of any
failure by the Jersey Bank Account Operator to comply with any of its
obligations hereunder where such failure arises from the negligence,
wilful default, dishonesty or fraud of the Jersey Bank Account Operator.
This indemnity is, for the avoidance of doubt, in addition to and
without prejudice to any indemnity allowed under any applicable law.
8.2 The Issuer and the Loan Note Issuer respectively and severally but not
jointly shall, from time to time on demand of the Jersey Bank Account
Operator, indemnify and hold harmless the Jersey Bank Account Operator,
its directors, officers, employees and agents and any person providing
services relating to its role hereunder at the time of such demand,
against any liabilities, actions, proceedings, claims or demands which
it or any of them may incur or be subject to arising out of or in
consequence of this Agreement or as a result of the performance of the
functions and the services provided for hereunder except as a result of
the gross negligence, wilful default, dishonesty or fraud of the Jersey
Bank Account Operator of any of its directors, officers, employees or
agents and any person providing services relating to its role hereunder
as the case may be. This indemnity shall expressly inure to the benefit
of any director, officer, employee or agent existing or future and to
the benefit of any successor of the Jersey Bank Account Operator
hereunder.
8.3 The termination of this Agreement shall not affect the rights and
obligations of the parties arising hereunder prior to such termination.
9. RECORDS AND REPORTS
9.1 The Jersey Bank Account Operator shall keep, for and on behalf of each
of the Issuer and the Loan Note Issuer, any computer and/or physical
records relating to each of the Issuer and the Loan Note Issuer and/or
the Accounts or delivered to the Jersey Bank Account Operator on behalf
of each of the Issuer and the Loan Note Issuer (the "RELEVANT FILES")
and maintain them in an adequate form and in such a way that they can
clearly be distinguished from the records relating to other companies
maintained by the Jersey Bank Account Operator. The Jersey Bank Account
Operator shall ensure that the Relevant Files held by the Jersey Bank
Account Operator (or to its order) shall at all
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reasonable hours be made available for inspection by each of the Issuer
and the Loan Note Issuer or any person acting on its behalf and shall
procure that each of the Issuer and the Loan Note Issuer or any person
acting on its behalf shall be provided with such assistance as either of
them may reasonably require to properly perform their duties. All
Relevant Files held by the Jersey Bank Account Operator shall be held by
it to the order of each of the Issuer and the Loan Note Issuer. The
Jersey Bank Account Operator hereby waives any lien to which it would
otherwise be entitled in relation thereto. The Jersey Bank Account
Operator shall, on demand by each of the Issuer and the Loan Note Issuer
or any person on its behalf, provide copies (and where copies are not
available, the originals) of the Relevant Files to each of the Issuer
and the Loan Note Issuer.
10. FEES OF THE JERSEY BANK ACCOUNT OPERATOR
10.1 Any fees payable by each of the Issuer and the Loan Note Issuer to the
Jersey Bank Account Operator shall be set out in a letter sent by the
Jersey Bank Account Operator to the Issuer and the Loan Note Issuer (as
the same may be varied, amended or replaced from time to time), in the
amounts and at the times set out in such letter.
11. NO LIABILITY AND NO PETITION
11.1 No recourse under any obligation, covenant, or agreement of any party
contained in this Agreement shall be had against any shareholder,
officer or director of the relevant party as such, by the enforcement of
any assessment or by any proceeding, by virtue of any statute or
otherwise; it being expressly agreed and understood that this Agreement
is a corporate obligation of the relevant party and no personal
liability shall attach to or be incurred by the shareholders, officers,
agents or directors of the relevant party as such, or any of them, under
or by reason of any of the obligations, covenants or agreements of such
party contained in this Agreement, or implied therefrom, and that any
and all personal liability for breaches by such party of any such
obligations, covenants or agreements, either at law or by statute or
constitution, of every such shareholder, officer, agent or director is
hereby expressly waived by the other party as a condition of and
consideration for the execution of this Agreement.
11.2 The Jersey Bank Account Operator hereby undertakes to each of the Issuer
and 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, administrative
receiver, trustee, liquidator, sequestrator or similar officer of each
of the Issuer and the Loan Note Issuer or any or all of the revenues and
assets of each of the Issuer and the Loan Note Issuer nor participate in
any ex parte proceedings nor seek to enforce any judgment against each
of the Issuer and the Loan Note Issuer.
11.3 The Jersey Bank Account Operator acknowledges that the obligations of
each of the Issuer and the Loan Note Issuer under this Agreement 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 cash amounts deposited in their own relevant
Accounts of each of the Issuer and the Loan Note Issuer at such time.
The Jersey Bank Account Operator shall not have a right to have recourse
to, or make demand or initiate proceedings against each of the Issuer
and the Loan Note Issuer at any time whilst the nominal amount exceeds
the available amount. Each of the Issuer and
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the Loan Note Issuer 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 under this Agreement,
which inability results from the operation of the foregoing provisions
of this Clause 11.3.
11.4 The Jersey Bank Account Operator agrees that it shall have no recourse,
in respect of any obligation, covenant or agreement of each of the
Issuer and the Loan Note Issuer, against any shareholder, officer, agent
or director of each of the Issuer and the Loan Note Issuer.
12. ASSIGNMENT AND SUB-CONTRACTING
The Jersey Bank Account Operator shall not be entitled to assign,
transfer or (save as provided in Clause 3 (Sub-Contracting) above)
delegate or sub-contract all or any of its rights, benefits and
obligations hereunder without the prior written consent of each of the
Issuer and the Loan Note Issuer.
13. NO CONFLICT OF INTEREST
The services of the Jersey Bank Account Operator to each of the Issuer
and the Loan Note Issuer hereunder are not to be deemed exclusive and
the Jersey Bank Account Operator shall be free to render similar
services to any other person for so long as its services hereunder are
not impaired thereby and shall not be liable to account for any profits
arising therefrom.
14. JURISDICTION
14.1 The parties hereto irrevocably agree for the benefit of each of them
that the courts of Jersey, Channel Islands shall have jurisdiction to
hear and determine any suit, action or proceeding, and to settle any
disputes, which may arise out of or in connection with this Agreement
and, for such purposes, irrevocably submit to the jurisdiction of such
courts.
14.2 The parties hereto irrevocably waive any objection which they might now
or hereafter have to the courts referred to in Clause 14.1 being
nominated as the forum to hear and determine any suit, action or
proceeding, and to settle any disputes, which may arise out of or in
connection with this Agreement and agree not to claim that any such
court is not a convenient or appropriate forum.
IN SIGNATURE HEREOF, the parties hereto have caused this agreement to be duly
executed and delivered in Jersey by their duly authorised representatives, on
the day and year first written above.
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EXECUTION PAGE
THE ISSUER
Signed on behalf of
ARRAN FUNDING LIMITED
by one of its directors
By:
THE LOAN NOTE ISSUER AND INVESTOR BENEFICIARY
Signed on behalf of
RBS CARDS SECURITISATION FUNDING LIMITED
by one of its directors
By:
THE JERSEY BANK ACCOUNT OPERATOR AND THE ACCOUNT BANK
Signed on behalf of
THE ROYAL BANK OF SCOTLAND INTERNATIONAL LIMITED
By:
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