Exhibit 10.7
XXXXXXXX LIMITED LIABILITY PARTNERSHIP
CHANCE
[*]
RBS CARDS SECURITISATION FUNDING LIMITED
as Loan Note Issuer
and
THE ROYAL BANK OF SCOTLAND INTERNATIONAL LIMITED
as LNI Account Bank
and
THE BANK OF NEW YORK, LONDON BRANCH
as Security Trustee
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LOAN NOTE ISSUER DISTRIBUTION ACCOUNT BANK
AGREEMENT
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CONTENTS
CLAUSE PAGE
1. Definitions............................................................1
2. The Accounts...........................................................3
3. Mandate................................................................4
4. Acknowledgement By The LNI Account Bank................................4
5. Indemnity..............................................................5
6. Change Of Security Trustee Or LNI Account Bank.........................6
7. Further Assurance......................................................6
8. Confidentiality........................................................6
9. Costs..................................................................7
10. Notices................................................................7
11. Consideration..........................................................7
12. Non-Petition...........................................................7
13. Assignment.............................................................8
14. Counterparts...........................................................8
15. Third Party Rights.....................................................8
16. Governing Law And Jurisdiction.........................................8
SCHEDULE 1 LNI ACCOUNT BANK MANDATE......................................10
SCHEDULE 2 LNI ACCOUNT BANK MANDATE......................................13
THIS AGREEMENT is made in Jersey on [*] 2005
BETWEEN:
(1) RBS CARDS SECURITISATION FUNDING LIMITED whose registered office is at
Royal Bank House, 00 Xxxx Xxxxxx, Xx. Xxxxxx, Xxxxxx XX0 0XX (the "LOAN
NOTE ISSUER");
(2) THE ROYAL BANK OF SCOTLAND INTERNATIONAL LIMITED whose registered office
is at Royal Bank House, 00 Xxxx Xxxxxx, Xx. Xxxxxx, Xxxxxx XX0 0XX;
(3) THE BANK OF NEW YORK, acting through its London branch at Xxx Xxxxxx
Xxxxxx, Xxxxxx, Xxxxxxx X00 0XX (in its capacity as "SECURITY TRUSTEE"
which expression shall include such company and all other persons or
companies for the time being acting as the trustee or trustees under the
Security Trust Deed).
IT IS HEREBY AGREED AS FOLLOWS:
1. DEFINITIONS
1.1 In this Agreement, except so far as the context otherwise requires:
"ACCOUNTS" means (together with any redesignation or sub-account thereof
or any replacement therefor with any bank which is a Qualifying
Institution), with respect to each Series, each account designated the
"RBS Cards Securitisation Funding Limited - Distribution Account" and
designated with reference to the number of such Series (each, the "LOAN
NOTE ISSUER DISTRIBUTION ACCOUNT") and each account designated the "RBS
Cards Securitisation Funding Limited - Expenses Account" and designated
with reference to the number of such Series (each, the "LOAN NOTE ISSUER
EXPENSES ACCOUNT"), both in the name of the Loan Note Issuer and
maintained by the LNI Account Bank (Sort Code 16-10-28) or any account
at any branch of the LNI Account Bank or a Qualifying Institution in
each case outside the United Kingdom which replaces either from time to
time and "ACCOUNT" shall mean any one such Account;
"BUSINESS DAY" means any day other than a Saturday, a Sunday or a day on
which banking institutions in London, New York or Jersey are authorised
or obliged by law or executive order to be closed;
"DAILY REPORT" has the meaning given to it in Clause 9.5(a) of the
Receivables Trust Deed and Trust Cash Management Agreement entered into
on 27 March 2000 by South Gyle Receivables Trustee Limited, The Royal
Bank of Scotland plc, RBS Advanta and the Loan Note Issuer (as amended
and restated from time to time);
"ELECTRONIC MEANS" means, in respect of transfers, by way of CHAPS or
such other system(s) as may replace it, and in respect of electronic
messaging, SWIFT or such other systems as may replace it, or any other
system as may be agreed by the parties;
"FITCH" means Fitch Ratings Limited;
"LNI ACCOUNT BANK" means The Royal Bank of Scotland International
Limited or any other bank outside the United Kingdom at which the
Accounts are to be maintained from time to time;
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"LOAN NOTE" means each loan note issued by the Loan Note Issuer from
time to time constituted by the Security Trust Deed as supplemented by
each relevant Loan Note Supplement;
"LOAN NOTE EVENT OF DEFAULT" means any of the events set out in
Condition 9 (Loan Note Events of Default) of the Loan Note with respect
to a Series;
"LOAN NOTE SUPPLEMENT" means the relevant supplement to the Security
Trust Deed with respect to a Series;
"MANDATES" means the resolutions, instructions and signature authorities
relating to each of the Accounts in the form set out in the Schedules
hereto as they may be amended from time to time and notified as provided
herein;
"MONTHLY TRUST CASH MANAGER'S REPORT" bears the same meaning as in the
Master Framework Agreement entered into on 27 March 2000 by, inter
alios, the Loan Note Issuer, the Security Trustee, South Gyle
Receivables Trustee Limited, The Royal Bank of Scotland plc and RBS
Advanta (as amended and restated from time to time);
"MOODY'S" means Xxxxx'x Investors Service Limited;
"QUALIFYING INSTITUTION" means an institution outside the United Kingdom
(i) which at all times has a short-term unsecured debt rating of at
least A-1+ by Standard & Poor's and P-1 by Moody's or (ii) which is
acceptable to each Rating Agency provided that, in the case of The Royal
Bank of Scotland International Limited, the rating criteria shall apply
to The Royal Bank of Scotland plc;
"RATING AGENCY" means each of Moody's, Standard & Poor's and Fitch;
"SECURITY TRUST DEED" means the security trust deed dated 27 March 2000
between, inter alios, the Security Trustee and the Loan Note Issuer;
"STANDARD & POOR'S" means Standard & Poor's Ratings Group; and
"TRUST CASH MANAGER" means The Royal Bank of Scotland plc, acting
through its RBS Cards division pursuant to the Receivables Trust Deed
and Trust Cash Management Agreement.
1.2 The headings in this Agreement shall not affect its interpretation.
1.3 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.
1.4 References to this or any other agreement or document include any
amendment or supplement thereto or variation thereof for the time being
having effect.
1.5 The parties hereto acknowledge that references to:
(i) the Master Framework Agreement;
(ii) the Receivables Trust Deed and Trust Cash Management Agreement;
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(iii) the Loan Note Supplement; and
(iv) the Security Trust Deed,
in this Agreement are for definition purposes only and that (other than
as expressly provided herein) the LNI Account Bank, in its capacity as
the account operating bank under this Agreement, shall not be deemed to
have notice of their terms.
2. THE ACCOUNTS
2.1 Prior to the occurrence of a Loan Note Event of Default with respect to
a Series, the LNI Account Bank shall comply with any direction of the
Loan Note Issuer to debit any of the Accounts provided that such
direction shall:
(a) be in writing; and
(b) comply with the Mandates.
Notwithstanding the provisions of this Clause 2.1 amounts shall only be
withdrawn from an Account to the extent that such withdrawal does not
cause the Account to become overdrawn and furthermore credits shall only
be made to an Account when the LNI Account Bank shall have received
cleared funds.
2.2 Notwithstanding any term of the Mandates, the Loan Note Issuer
irrevocably instructs the LNI Account Bank to debit from or credit to
the relevant Account to or from the relevant persons and accounts
specified therein the amounts specified in each Daily Report and Monthly
Trust Cash Manager's Report received by the LNI Account Bank by means of
secure facsimile transmission that includes the signal number
authentication code issued to the Trust Cash Manager by the LNI Account
Bank (or such other secure method as agreed by the Loan Note Issuer and
the LNI Account Bank in writing from time to time) PROVIDED THAT the LNI
Account Bank may also act on any report received by it by means of
secure facsimile transmission that includes the signal number
authentication code issued to the Trust Cash Manager. The LNI Account
Bank agrees to comply with such instructions without any further
verification unless it receives any instructions in writing from the
Loan Note Issuer or following the occurrence of a Loan Note Event of
Default with respect to a Series, the Security Trustee to the contrary
one Business Day prior to the time by which it is required to fulfil any
instruction contained in any such instructions.
Notwithstanding the provisions of this Clause 2.2 amounts shall only be
withdrawn from any Account to the extent that such withdrawal does not
cause such Account to become overdrawn and furthermore credits shall
only be made to such Account when the LNI Account Bank shall have
received cleared funds.
2.3 The LNI Account Bank agrees that if directed pursuant to Clause 2.1 or
Clause 2.2 to make any payment, and provided such direction is given or
report is received in sufficient time to allow the LNI Account Bank to
transfer amounts on the required date, it will do so prior to close of
business on the Business Day on which such direction or report is
received and for value that day provided that if any direction or report
is received by the LNI Account Bank later than 2.00 p.m. on any Business
Day the LNI
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Account Bank shall make such payment as soon as practicable after the
commencement of business on the following Business Day for value that
day.
2.4 The charges of the LNI Account Bank (if any) for the operation of the
Accounts shall not be debited to the Accounts but shall be payable by
the Loan Note Issuer within 30 days or less of receipt of a written
invoice and charged by the LNI Account Bank to the Loan Note Issuer on
the same basis and at the same rates as are generally applicable to its
business customers and the LNI Account Bank hereby acknowledges that it
will have no recourse against any funds standing to the credit of the
Accounts or against any party hereto other than the Loan Note Issuer in
respect of the said charges.
3. MANDATE
3.1 The Loan Note Issuer has agreed to deliver the Mandates to the LNI
Account Bank (with a copy to the Security Trustee) and the LNI Account
Bank hereby confirms to the Loan Note Issuer and the Security Trustee:
(a) receipt by it of the Mandates from the Loan Note Issuer; and
(b) that each Mandate is operative and supersedes any previous
mandates or arrangements relating to the relevant Account.
4. ACKNOWLEDGEMENT BY THE LNI ACCOUNT BANK
4.1 Notwithstanding anything to the contrary in the Mandates, the LNI
Account Bank hereby:
(a) acknowledges that, pursuant to each relevant Loan Note
Supplement, the Loan Note Issuer has assigned or intends to
assign its rights, title and interest in the Accounts to the
Security Trustee by way of security with respect to each
relevant Series; and
(b) subject to execution of each relevant Loan Note Supplement,
waives any right it has or may hereafter acquire to combine,
consolidate or merge the Loan Note Issuer Distribution Account
or Loan Note Issuer Expenses Account with any other account or
ledger of the Loan Note Issuer or any other person or any
liabilities of the Loan Note Issuer or any other person to the
LNI Account Bank and agrees that it may not set off, transfer,
consolidate, combine or withhold payment of any sum standing to
the credit of the Loan Note Issuer Distribution Account or Loan
Note Issuer Expenses Account in or towards or conditionally upon
satisfaction of any liabilities to it of the Loan Note Issuer or
any other person.
4.2 Subject to execution of each relevant Loan Note Supplement, the LNI
Account Bank agrees (with the consent of the Loan Note Issuer):
(a) to comply with any direction of the Security Trustee expressed
to be given by the Security Trustee pursuant to the Security
Trust Deed and the Loan Note Supplement in respect of the
operation of the Accounts and the LNI Account Bank shall be
entitled to rely on any such direction purporting to have been
given on behalf of the Security Trustee without enquiry; and
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(b) after the occurrence of a Loan Note Event of Default with
respect to a Series, that all right, authority and power of the
Loan Note Issuer in respect of the operation of the Accounts
shall be deemed to be terminated and of no further effect and
the LNI Account Bank and the Loan Note Issuer agree that the LNI
Account Bank shall, upon receipt of such notice (to be given in
writing) from the Security Trustee, comply with the directions
of the Security Trustee or any receiver appointed under the
relevant Loan Note Supplement in relation to the operation of
the Accounts.
4.3 Until the LNI Account Bank shall have been notified in writing by the
Security Trustee that there are no Loan Notes outstanding, the LNI
Account Bank shall provide the Loan Note Issuer with a monthly statement
in respect of each of the Accounts or upon request from time to time,
and in the latter case such statement shall be provided as soon as
reasonably practicable after receipt of a request for a statement.
5. INDEMNITY
5.1 Unless otherwise directed by the Security Trustee pursuant to Clause
4.2, the LNI Account Bank in making payment from any Account, in
accordance with this Agreement, shall be entitled to act as directed by
the Loan Note Issuer pursuant to Clause 2.1 and Clause 2.2 and to rely
as to the amount of any such transfer or payment on the instructions of
the Loan Note Issuer in accordance with the relevant Mandate or as set
out in the relevant Daily Report or Monthly Trust Cash Manager's Report
in accordance with Clause 2.2 and the LNI Account Bank shall have no
liability for any loss, injury or consequence suffered or incurred by
the Loan Note Issuer for any action taken as a consequence of relying on
any such instruction or in accordance with any Daily Report or Monthly
Trust Cash Manager's Report except in the case of the LNI Account Bank's
wilful default, gross negligence or unremedied breach of this Agreement.
5.2 The Loan Note Issuer shall indemnify the LNI Account Bank against any
loss, cost, damage, charge or expense incurred by the LNI Account Bank
in complying with any direction or instruction of the Loan Note Issuer
or the Security Trustee delivered pursuant to and in accordance with
this Agreement, save that this indemnity shall not extend to:-
(a) the charges of the LNI Account Bank (if any) for the operation
of the Accounts; and
(b) any loss, cost, damage, charge or expense arising from any
breach by the LNI Account Bank of its obligations under this
Agreement.
6. CHANGE OF SECURITY TRUSTEE OR LNI ACCOUNT BANK
6.1 If there is any change in the identity of the Security Trustee in
accordance with the Security Trust Deed, or a change in the identity of
the LNI Account Bank, the parties hereto or any of them as appropriate
shall execute such documents and take such actions as the new Security
Trustee or LNI Account Bank and the outgoing Security Trustee or LNI
Account Bank may require for the purpose of vesting in the new Security
Trustee or LNI Account Bank the rights and obligations of the outgoing
Security Trustee or LNI
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Account Bank, and releasing the outgoing Security Trustee or LNI Account
Bank from its future obligations under this Agreement.
6.2 The LNI Account Bank shall give not less than 4 weeks' notice to the
Loan Note Issuer and the Security Trustee of any termination of the
banking arrangements granted by it pursuant hereto to the Loan Note
Issuer. In the event of any such termination the LNI Account Bank shall
take reasonable steps (for a period of no longer than three months after
such termination) to assist the other parties hereto to effect an
orderly transition of the Loan Note Issuer's banking arrangements.
6.3 In the event that the LNI Account Bank ceases to be a Qualifying
Institution, the LNI Account Bank shall immediately give notice of that
fact to the Security Trustee and the Loan Note Issuer. As soon as
practicable thereafter and in any event within 30 days of such notice,
the LNI Account Bank shall transfer the closing credit balance of each
of the Accounts, together with all interest accrued on such balances up
to but not including the date of transfer, to an appropriate successor
account with a Qualifying Institution, approved by the Security Trustee.
7. FURTHER ASSURANCE
The parties hereto agree that they will co-operate fully to do all such
further acts and things and execute any further documents as may be
necessary or desirable to give full effect to the arrangements
contemplated by this Agreement.
8. CONFIDENTIALITY
None of the parties hereto shall during the continuance of this
Agreement or after its termination disclose to any person whatsoever
(except as provided herein or with the authority of the other parties
hereto or so far as may be necessary for the proper performance of its
obligations hereunder or unless required by law or any applicable stock
exchange requirement or by any regulatory authority or ordered to do so
by a court of competent jurisdiction or by the Inland Revenue or the
Commissioners of Customs and Excise) any information relating to the
business, finances or other matters of a confidential nature of any
other party of which it may in the course of its duties hereunder have
become possessed and all parties hereto shall use all reasonable
endeavours to prevent any such disclosure.
9. COSTS
The Loan Note Issuer agrees to pay the reasonable costs (including
reasonable legal costs and expenses) of the LNI Account Bank and of the
Security Trustee in connection with the negotiation of this Agreement
and the establishment of the Accounts and the negotiation and execution
of any further documents and the taking of any further action to be
executed or taken pursuant to Clause 7 (Further Assurance) of this
Agreement.
10. NOTICES
Any notices, including directions to the LNI Account Bank, the Loan Note
Issuer or the Security Trustee to be given pursuant to this Agreement,
shall be sufficiently served or given if sent by prepaid post or by
facsimile transmission and shall be deemed to be
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given (in the case of any notice by facsimile transmission) when
despatched and (in the case of any notice by post) when it would be
received in the ordinary course of the post and (in the case of any
direction to the LNI Account Bank by post or facsimile transmission)
when actually received, and shall be sent:
(a) in the case of the Loan Note Issuer, to it at its registered office at
Royal Bank House, 00 Xxxx Xxxxxx, Xx. Xxxxxx, Xxxxxx XX0 0XX for the
attention of [*], fax number [*];
(b) in the case of the LNI Account Bank, to The Royal Bank of Scotland
International Limited whose address is at Royal Bank House, 00 Xxxx
Xxxxxx, Xx. Xxxxxx, Xxxxxx XX0 0XX for attention of [*], fax number [*];
(c) in the case of the Security Trustee, to its London Branch located at Xxx
Xxxxxx Xxxxxx, Xxxxxx, X00 0XX, for the attention of [*], fax number
[*],
or to such other address or for the attention of such other person or to
such other number or numbers as may from time to time be notified by any
party to the other parties by written notice in accordance with the
provisions of this clause.
11. CONSIDERATION
The LNI Account Bank acknowledges that it enters into this Agreement in
consideration of the Loan Note Issuer having opened the Accounts, and
that such opening of the Accounts constitutes good consideration with
respect to this Agreement.
12. NON-PETITION
The LNI Account Bank hereby agrees and undertakes that until all amounts
payable by the Loan Note Issuer under the Loan Notes have been paid in
full, the LNI Account Bank will not petition or commence proceedings for
liquidation, bankruptcy, reorganisation or winding up (or similar
proceedings) under the laws of any jurisdiction nor join any person in
doing so, nor commence any proceedings against the Loan Note Issuer.
13. ASSIGNMENT
The Loan Note Issuer may assign all its rights, title and benefit under
this Agreement to the Security Trustee under or pursuant to the Security
Trust Deed as supplemented by a Loan Note Supplement but may not
otherwise assign or transfer any or all of its rights, title and benefit
under this Agreement without the prior written consent of the Security
Trustee.
14. COUNTERPARTS
This Agreement may be executed in any number of copies, and by the
different parties hereto on the same or separate counterparts, each of
which shall be deemed to be an original and all of which when taken
together shall constitute one and the same agreement.
15. THIRD PARTY RIGHTS
A person who is not a party to this Agreement has no right under the
Contract (Rights of Third Parties) Xxx 0000 to enforce any term of this
Agreement.
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16. GOVERNING LAW AND JURISDICTION
16.1 This Agreement shall be governed by and construed in accordance with the
laws of England.
16.2 Each of the parties hereto irrevocably agrees for the benefit of each
other party that the courts of England shall have exclusive 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 submits to the jurisdiction of such
courts.
16.3 Each party hereto irrevocably waives any objection which it might now or
hereafter have to the courts of England referred to above being
nominated as the forum to hear and determine any suit, action or
proceeding, and to settle any dispute, which may arise out of or in
connection with this Agreement and agrees not to claim that any such
court is not a convenient or appropriate forum.
16.4 Each party hereto (if it is not incorporated in England) irrevocably
appoints the person specified against its name on the execution pages
hereto below to accept service of any process on its behalf and further
undertakes to the other parties hereto that it will at all times during
the continuance of this Agreement maintain the appointment of some
person in England as its agent for the service of process and
irrevocably agrees that service of any writ, notice or other document
for the purposes of any suit, action or proceeding in the courts of
England shall be duly served upon it if delivered or sent by registered
post to the address of such appointee (or to such other address in
England as that party may notify to the other parties hereto).
IN WITNESS whereof this Agreement has been executed in Jersey by or on behalf
of the parties the day and year first above written.
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SCHEDULE 1
LNI ACCOUNT BANK MANDATE
(LOAN NOTE ISSUER DISTRIBUTION ACCOUNT)
At a duly constituted meeting of the Board of Directors of RBS Cards
Securitisation Funding Limited (the "COMPANY") held at 00 Xxxxxxxxx Xxxxxx,
Xx. Xxxxxx, Xxxxxx XX0 0XX on [*].
IT WAS RESOLVED that:
1. The opening of the account number [*] sort code 16-10-28 in the name of
the Company designated the "RBS Cards Securitisation Funding Limited -
Distribution Account - [*]" (the "LOAN NOTE ISSUER DISTRIBUTION
ACCOUNT") held with The Royal Bank of Scotland International Limited
(the "LNI ACCOUNT BANK" for the purpose of this Resolution and
Resolutions 2 to 7) at Royal Bank House, 00 Xxxx Xxxxxx, Xx. Xxxxxx,
Xxxxxx XX0 0XX be and is hereby approved and ratified and that the Loan
Note Issuer Distribution Account be used as an account for the benefit
of the Company.
2. Terms defined in the Loan Note Issuer Bank Agreement entered into on or
about [*] between the Company, The Bank of New York, London Branch and
the LNI Account Bank (the "LOAN NOTE ISSUER BANK AGREEMENT") have the
same meanings herein, unless defined herein or the context otherwise
requires.
3. In relation to the Loan Note Issuer Distribution Account, the LNI
Account Bank is hereby authorised to honour and comply with all cheques,
drafts, bills, payments by way of the Clearing House Automated Payment
System, promissory notes, acceptances, negotiable instruments and orders
expressed to be drawn, accepted made or given and all directions given
in writing in respect of the Loan Note Issuer Distribution Account
opened pursuant to the Loan Note Issuer Bank Agreement PROVIDED THAT any
such cheques, bills, promissory notes, acceptances, negotiable
instruments, directions, orders and/or endorsements are signed by any of
the persons whose names and specimen signatures are set out in the
schedule attached to these Resolutions or that any directions or orders
are received by the LNI Account Bank by means of secure facsimile
transmission that includes the signal number authentication code
supplied to the Loan Note Issuer.
4. Notwithstanding Resolution 3 above, the LNI Account Bank be and is
hereby instructed to act on any copy of such advice to the Company
contained in any Daily Report or Monthly Trust Cash Manager Report
received by the LNI Account Bank by means of secure facsimile
transmission that includes the signal number authentication code issued
to the Trust Cash Manager with respect to the debiting and crediting of
monies from and to the Loan Note Issuer Distribution Account provided
that the LNI Account Bank may also act on any report received by it by
means of secure facsimile transmission that includes the signal number
authentication code supplied to the Trust Cash Manager. unless notified
otherwise in writing by the Company (or, following a Loan Note Event of
Default with respect to any Series, the Security Trustee). The LNI
Account Bank shall be instructed to comply with any such instruction
without any further verification unless
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it receives any instructions in writing from the Loan Note Issuer to the
contrary one Business Day prior to the time by which it is required to
fulfil such instruction.
5. The mandates given to the LNI Account Bank by virtue of these
resolutions shall, subject as provided in Resolution 6 below, remain in
force, unless and until the LNI Account Bank has received from the
Security Trustee notice to the contrary (the "SECURITY TRUSTEE'S
NOTICE").
6. If the LNI Account Bank receives a Security Trustee's Notice, the LNI
Account Bank will be instructed to comply with any direction or notice
of the Security Trustee pursuant to the relevant Loan Note Supplement in
respect of the operation of the Loan Note Issuer Distribution Account
and that any instruction, advice or other direction referred to in
Resolutions 3 or 4 as it relates to amounts in the Loan Note Issuer
Distribution Account shall, if purporting to be dated after the date of
receipt of the Security Trustee's Notice by the LNI Account Bank, be
signed by or on behalf of the Security Trustee or any substitute
administrator or by the person or persons specified by the Security
Trustee in writing or as otherwise agreed or directed by the Security
Trustee hereafter.
7. The LNI Account Bank be supplied with the list of names of Directors,
the Secretary and other officers of the Company and the LNI Account Bank
be and is hereby authorised to act on any information given by a
Director or the Secretary of the Company as to any changes therein.
8. These Resolutions be communicated to the LNI Account Bank and remain in
force until an amending Resolution shall be passed by the Board of
Directors of the Company with the prior written consent of the Security
Trustee and a copy thereof and of such consent, certified by any one of
the Directors or the Secretary, shall be received by the LNI Account
Bank.
I hereby certify the above to be a true extract from the Minutes of the said
Meeting.
...............................
Director
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SCHEDULE
LIST OF SIGNATORIES
NAMES SPECIMEN SIGNATURE
Xxxxxx Xxxxx Xxxxxxx
Xxxx Xxxxxxxx
Xxxx Xxxxxx
Xxxxx Xxxxx
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SCHEDULE 2
LNI ACCOUNT BANK MANDATE
(LOAN NOTE ISSUER EXPENSES ACCOUNT)
At a duly constituted meeting of the Board of Directors of RBS Cards
Securitisation Funding Limited (the "COMPANY") held at 00 Xxxxxxxxx Xxxxxx, Xx.
Xxxxxx, Xxxxxx XX0 0XX on [*].
IT WAS RESOLVED that:
1. The opening of the account number [*] sort code 16-10-28 in the name of
the Company designated the "RBS Cards Securitisation Funding Limited -
Expenses Account- Series [*]" (the "LOAN NOTE ISSUER EXPENSES ACCOUNT")
held with The Royal Bank of Scotland International Limited (the "LNI
ACCOUNT BANK" for the purpose of this Resolution and Resolutions 2 to 7)
at Royal Bank House, 00 Xxxx Xxxxxx, Xx. Xxxxxx, Xxxxxx XX0 0XX be and
is hereby appointed and ratified and that the Loan Note Issuer Expenses
Account be used as an account for the benefit of the Company.
2. Terms defined in the Loan Note Issuer Bank Agreement entered into on or
about [*] between the Company, The Bank of New York, London Branch and
the LNI Account Bank (the "LOAN NOTE ISSUER BANK AGREEMENT") have the
same meanings herein, unless defined herein or the context otherwise
requires.
3. In relation to the Loan Note Issuer Expenses Account, the LNI Account
Bank is hereby authorised to honour and comply with all cheques, drafts,
bills, payments by way of the Clearing House Automated Payment System,
promissory notes, acceptances, negotiable instruments and orders
expressed to be drawn, accepted made or given and all directions given
in writing in respect of the Loan Note Issuer Expenses Account opened
pursuant to the Loan Note Issuer Bank Agreement and PROVIDED THAT any
such cheques, bills, promissory notes, acceptances, negotiable
instruments, directions, orders and/or endorsements are signed by any of
the persons whose names and specimen signatures are set out in the
Schedule attached to these Resolutions or that any directions or orders
are received by the LNI Account Bank by means of secure facsimile
transmission that includes the signal number authentication code
supplied to the Loan Note Issuer.
4. Notwithstanding Resolution 3 above, the Company accept any advice
contained in each Daily Report and Monthly Trust Cash Manager's Report
to the Company received by the LNI Account Bank by means of secure
facsimile transmission that includes the signal number authentication
code issued to the Trust Cash Manager, and that the LNI Account Bank be
instructed to act on such advice to the Company with respect to the
debiting and crediting of monies from and to the Loan Note Issuer
Expenses Account provided that the LNI Account Bank may also act on any
report received by it by means of secure facsimile transmission that
includes the signal number authentication code supplied to the Trust
Cash Manager unless otherwise notified in writing by the Company (or,
following a Loan Note Event of Default with respect to any Series, the
Security Trustee). The LNI Account Bank shall be instructed to comply
with any such instruction without any further verification unless it
receives any instructions in writing from the Loan Note
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Issuer to the contrary one Business Day prior to the time by which it is
required to fulfil such instruction.
5. The mandates given to the LNI Account Bank by virtue of these
resolutions shall, subject as provided in Resolution 6 below, remain in
force, unless and until the LNI Account Bank has received from the
Security Trustee notice to the contrary (the "SECURITY TRUSTEE'S
NOTICE").
6. If the LNI Account Bank receives a Security Trustee's Notice, the LNI
Account Bank will be instructed to comply with any direction or notice
of the Security Trustee pursuant to the relevant Loan Note Supplement in
respect of the operation of the Loan Note Issuer Expenses Account and
that any instruction, advice or other direction referred to in
Resolutions 3 or 4 as it relates to amounts in the Loan Note Issuer
Expenses Account shall, if purporting to be dated after the date of
receipt of the Security Trustee's Notice by the LNI Account Bank, be
signed by or on behalf of the Security Trustee or any substitute
administrator or by the person or persons specified by the Security
Trustee in writing or as otherwise agreed or directed by the Security
Trustee hereafter.
7. The LNI Account Bank be supplied with the list of names of Directors,
the Secretary and other officers of the Company and the LNI Account Bank
be and is hereby authorised to act on any information given by a
Director or the Secretary of the Company as to any changes therein.
8. These Resolutions be communicated to the LNI Account Bank and remain in
force until an amending Resolution shall be passed by the Board of
Directors of the Company with the prior written consent of the Security
Trustee and a copy thereof and of such consent, certified by any one of
the Directors or the Secretary, shall be received by the LNI Account
Bank.
I hereby certify the above to be a true extract from the Minutes of the said
Meeting.
...............................
Director
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SCHEDULE
LIST OF SIGNATORIES
NAMES SPECIMEN SIGNATURE
Xxxxxx Xxxxx Xxxxxxx
Xxxx Xxxxxxxx
Xxxx Xxxxxx
Xxxxx Xxxxx
- 14 -
EXECUTION PAGE
EXECUTED by )
RBS CARDS SECURITISATION )
FUNDING LIMITED )
PROCESS AGENT:
Xxxxxxxx Chance Secretaries Limited
00 Xxxxx Xxxx Xxxxxx
Xxxxxx X00 0XX
EXECUTED by )
THE BANK OF NEW YORK )
PROCESS AGENT:
Xxxxxxxx Chance Secretaries Limited
00 Xxxxx Xxxx Xxxxxx
Xxxxxx X00 0XX
EXECUTED by )
THE ROYAL BANK OF SCOTLAND )
INTERNATIONAL LIMITED )
PROCESS AGENT:
Xxxxxxxx Chance Secretaries Limited
00 Xxxxx Xxxx Xxxxxx
Xxxxxx X00 0XX
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