Exhibit 4.8
THE ROYAL BANK OF SCOTLAND plc
as Transferor Beneficiary
and
THE NATIONAL WESTMINSTER BANK plc
as Transferor Beneficiary
and
RBS CARDS SECURITISATION FUNDING LIMITED
as Investor Beneficiary
---------------------------------------------
BENEFICIARIES DEED
---------------------------------------------
CONTENTS
CLAUSE PAGE
1. Interpretation.......................................................... 3
2. Agreement Of Beneficiaries.............................................. 4
3. Miscellaneous Provisions................................................ 6
1. Interpretation.......................................................... 9
2. Representations And Warranties Of New Investor Beneficiary.............. 10
4. Miscellaneous Provisions................................................ 11
THIS DEED is made in Jersey, Channel Islands dated [*] 2005 as a Deed
BETWEEN:
(1) THE ROYAL BANK OF SCOTLAND PLC, a public limited company incorporated
under the Companies Xxx 0000 with registered number 090312, having its
registered office at 00 Xx. Xxxxxx Xxxxxx, Xxxxxxxxx XX0 0XX ("RBS" in
its capacity as a "TRANSFEROR BENEFICIARY"); and
(2) THE NATIONAL WESTMINSTER BANK PLC, a public limited company incorporated
under the Companies Xxx 0000 with registered number 929027, having its
registered office at 000 Xxxxxxxxxxx, Xxxxxx XX0X 0XX ("NATWEST" in its
capacity as a "TRANSFEROR BENEFICIARY", together with RBS, the
"TRANSFEROR BENEFICIARIES"); and
(3) RBS CARDS SECURITISATION FUNDING LIMITED, a private limited company
incorporated in Jersey, Channel Islands, with company number 76199,
having its registered office at Royal Bank House, 00 Xxxx Xxxxxx, Xx.
Xxxxxx, Xxxxxx XX0 0XX, Channel Islands (the "INVESTOR BENEFICIARY").
WHEREAS:
(A) The parties hereto are inter alios parties to the Receivables Trust Deed
and Trust Cash Management Agreement, dated 27 March 2000, as amended and
restated from time to time (the "RTDTCMA") pursuant to which, inter alia,
the Receivables Trust was constituted and the Receivables Trustee holds
all Trust Property on trust for the beneficiaries described therein.
(B) This Deed sets out certain agreements between the parties regarding
matters in relation to which, pursuant to the terms and conditions of the
RTDTCMA any authorisation, direction, consent, waiver or any other act is
needed to be given by the Investor Beneficiary (whether acting on its own
or acting together with any other Beneficiaries).
(C) The parties intend that this Deed shall be without prejudice to the
absolute beneficial entitlement of each of them (as against the
Receivables Trustee) to the Trust Property as set out in the RTDTCMA and
any applicable Supplement.
NOW IT IS HEREBY AGREED as follows:
1. INTERPRETATION
1.1 Whenever used in this Deed, words and phrases defined in the Master
Framework Agreement made between, inter alios, the Receivables Trustee
and RBS dated 27 March 2000 (as amended and restated from time to time)
(the "MFA"), unless otherwise defined herein or defined in any supplement
hereto (a "BENEFICIARIES DEED SUPPLEMENT") or the context requires
otherwise, bear the same meanings herein (including the recitals hereto).
1.2 If there is any conflict between the provisions of the Common Terms and
the provisions of this Deed, the provisions of this Deed shall prevail.
3
1.3 OTHER DEFINITIONAL PROVISIONS
1.3.1 All terms defined in this Deed, any Beneficiaries Deed Supplement
or in the MFA shall have those defined meanings when used in any
deed, document, certificate or instruction whatsoever made or
delivered hereby (unless otherwise defined therein).
1.3.2 The words "hereof", "herein" and "hereunder" and words of similar
import when used in this Deed shall refer to this Deed and any
Beneficiaries Deed Supplement as a whole and not to any particular
provision of this Deed or any Beneficiaries Deed Supplement always
having regard to Clause 3.2.3; and Clause, paragraphs and Schedule
references contained in this Deed are references to clauses,
paragraphs and schedules of this Deed unless otherwise specified.
1.3.3 "DEED OF ACCESSION" means a deed whereby a new Beneficiary of the
Receivables Trust accedes to the terms of this Beneficiaries Deed
and such accession is acknowledged substantially in the form of
the deed attached as Schedule I to this Deed.
1.3.4 The terms "THIS DEED" or "THIS BENEFICIARIES DEED" means this
Beneficiaries Deed (as from time to time amended, varied, novated
or restated) and all supplements hereto (in accordance with terms
and provisions set out herein) and all Deeds of Accession entered
into pursuant to this Deed and each other document or deed entered
into pursuant hereto (as from time to time modified and/or
supplemented as aforesaid) and expressed to be supplemental
hereto.
1.4 INCORPORATION OF COMMON TERMS
The parties hereto agree that terms contained in the MFA shall apply
mutatis mutandis as if they were set out in full herein and as if the
parties hereto were Transaction Parties and as if this Deed were a
Transaction Document.
1.5 For the avoidance of doubt, this Deed is not a Transaction Document as
that term is defined in the MFA.
1.6 Clause headings are for ease of reference only and do not form part of
this Deed.
1.7 Where this Deed requires an Investor Beneficiary to give its consent to
any matter (including without limitation any authorisation, direction,
action, event, waiver, amendment, contribution or appointment), such
Investor Beneficiary shall be required to give such consent only if
requested by each Transferor Beneficiary to do so before the said matter
occurs.
2. AGREEMENT OF BENEFICIARIES
2.1 DISPOSAL OF BENEFICIAL ENTITLEMENT UNDER THE RECEIVABLES TRUST BY OTHER
BENEFICIARIES
Each Investor Beneficiary hereby agrees in respect of the giving of its
consent in the circumstances described in Clause 4.3(a)(ii) of the
RTDTCMA, that if the Transferor
4
Beneficiary provides a request in writing to each Investor Beneficiary,
then each such Investor Beneficiary shall give its consent in accordance
with that request.
2.2 CONTRIBUTION AND ADDITIONAL BENEFICIARIES
Each existing Investor Beneficiary hereby agrees in respect of the giving
of its consent and/or agreement pursuant to Clause 4.5(a) of the RTDTCMA
in the circumstances described in Clause 4.4 of the RTDTCMA, that if the
Transferor Beneficiary (in the case of Clause 4.3(a)(ii) or the relevant
Investor Beneficiary (in the case of Clause 4.3(a)(iii)) provides a
request in writing to each Investor Beneficiary or each other Investor
Beneficiary (as applicable), then each such Investor Beneficiary will
give its consent and/or agreement in accordance with that request.
2.3 PROCEDURE FOR ACQUISITIONS
Each existing Investor Beneficiary hereby agrees in respect of the giving
of its consent and/or agreement pursuant to Clause 4.5(a) of the RTDTCMA
in the circumstances described in Clause 4.5(a) of the RTDTCMA, that if
the Transferor Beneficiary provides a request in writing to the Investor
Beneficiary, then the Investor Beneficiary will give its consent and/or
agreement in accordance with that request.
2.4 SUPPLEMENTS
Subject to its rights under Clause 12.3 of the RTDTCMA, each existing
Investor Beneficiary hereby agrees in respect of the giving of its
written consent pursuant to Clause 4.6(c) of the RTDTCMA in the
circumstances described therein, that if the Transferor Beneficiary
provides a request in writing to the Investor Beneficiary then the
Investor Beneficiary will give its written consent in accordance with
that request.
2.5 RESIGNATION OR REMOVAL OF THE RECEIVABLES TRUSTEE
Each existing Investor Beneficiary hereby agrees in respect of its right
to vote for removal of the Receivables Trustee (unanimously with the
other Beneficiaries) under Clause 7.4(c) of the RTDTCMA, that if the
Transferor Beneficiary provides a request in writing to the Investor
Beneficiary to exercise such vote in a certain way then the Investor
Beneficiary will exercise its vote in accordance with that request.
2.6 APPOINTMENT OF CO-RECEIVABLES TRUSTEE OR SEPARATE RECEIVABLES TRUSTEE
Each existing Investor Beneficiary hereby agrees in respect of the giving
of its consent in the circumstances described in Clause 7.6(a) of the
RTDTCMA, that if any Transferor Beneficiary provides a request in writing
to the Investor Beneficiary then the Investor Beneficiary will give its
consent in accordance with that request.
2.7 COVENANTS BY THE RECEIVABLES TRUSTEE
Each existing Investor Beneficiary hereby agrees in respect of the giving
of its consent in the circumstances described in Clause 7.13(a) of the
RTDTCMA, that if any Transferor Beneficiary provides a request in writing
to the Investor Beneficiary then the Investor Beneficiary will give its
consent in accordance with that request.
5
2.8 WAIVER OF PAST DEFAULTS
Each existing Investor Beneficiary and each Transferor Beneficiary hereby
agree that where an Investor Beneficiary is adversely affected by a
default of the Servicer or any Transferor in the circumstances described
in Clause 11.5 of the RTDTCMA, such Investor Beneficiary must represent
in aggregate not less than 66 2/3% of the Investor Interest of each
outstanding Series in order to instruct the Receivables Trustee to waive
in writing any default by the Servicer or such Transferor.
2.9 AMENDMENT
(a) Each existing Investor Beneficiary hereby agrees that in respect
of the giving of its consent in the circumstances described in
Clause 12.3(a) of the RTDTCMA, that if any Transferor Beneficiary
provides a request in writing to the Investor Beneficiary then the
Investor Beneficiary will give its consent in accordance with that
request.
(b) Each Investor Beneficiary and each Transferor Beneficiary agree
that in respect of the giving of consent in the circumstances
described in Clause 12.3(b) of the RTDTCMA, the prior written
consent of the Investor Beneficiary where adversely affected by
such amendment, for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of the
RTDTCMA or any Supplement or modifying in any manner the rights of
any Investor Beneficiary, PROVIDED, HOWEVER, in particular no such
amendment shall adversely affect the beneficial entitlement of any
Investor Beneficiary in respect of any Series or reduce in any
manner the amount of, or delay the timing of, distributions which
are required to be made to the Investor Beneficiary in respect of
any Series without the consent of the Investor Beneficiary.
2.10 EXERCISE OF RIGHTS BY TRANSFEROR BENEFICIARY
Each Transferor Beneficiary hereby agrees with each existing Investor
Beneficiary that it shall not exercise any beneficial rights or
entitlements it may have to Ineligibles Bare Trust Property pursuant to
the RTDTCMA or any Supplement thereto in such a way as to prejudice the
beneficial rights or entitlements of any Beneficiary to Undivided Bare
Trust Property in the Undivided Bare Trust of the UK Receivables Trust.
3. MISCELLANEOUS PROVISIONS
3.1 AMENDMENTS
This Deed may not be amended other than with the agreement in writing of
all parties hereto.
3.2 BENEFICIARIES DEED SUPPLEMENTS
In order to effect any supplement to the terms of this Deed in respect of
a particular series created by a particular contribution to the
Receivables Trust, a Beneficiaries Deed Supplement shall be executed
which shall:
6
3.2.1 Be executed by the Transferor Beneficiary, each existing Investor
Beneficiary, and if the Investor Beneficiary making such
contribution is not an existing Beneficiary, that new Investor
Beneficiary;
3.2.2 Set out the consent of each existing Beneficiary to the
supplementing of the terms of this Deed;
3.2.3 Constitute, after its execution, a supplement to this Deed, which
shall thereafter be read and construed as supplemented, amended
and varied by such Beneficiaries Deed Supplement;
3.2.4 Specify the Series Investor Interest it refers to and the specific
rights, consents, agreements and other items that the parties to
the Beneficiaries Deed Supplement have contractually agreed to;
and
3.2.5 No supplement, amendment or variation of the Beneficiaries Deed
shall be effective unless each of the existing Beneficiaries and
the new Investor Beneficiary (if any) has provided written consent
at the time of such supplement, amendment or variation.
3.3 GOVERNING LAW AND JURISDICTION
3.3.1 This Deed shall be governed by, and construed in accordance with
the laws of England and Wales and the obligations, rights and
remedies of the parties hereunder shall be determined in
accordance with such laws.
3.3.2 JURISDICTION
(a) Each existing Investor Beneficiary and Transferor Beneficiary
irrevocably agree for the benefit of each other that the
Royal Courts of Jersey shall have non-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 Deed, and for such purpose, irrevocably submit to
the jurisdiction of such courts.
(b) Each existing Investor Beneficiary and Transferor Beneficiary
irrevocably waive any objection which they might now or
hereafter have to the Royal Courts of Jersey referred to
above 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 Deed and agree
not to claim that any such court is not a convenient or
appropriate forum.
(c) The submission to the jurisdiction of the Royal Courts of
Jersey referred to above shall not (and shall not be
construed so as to) limit the right of any person to take
proceedings against each existing Investor Beneficiary or
Transferor Beneficiary in any other court of competent
jurisdiction nor shall the taking of proceedings in any one
or more jurisdictions preclude the taking of proceedings in
any other jurisdiction, whether concurrently or not if and to
the extent permitted by applicable law.
7
(d) The Royal Bank of Scotland plc and National Westminster Bank
plc hereby irrevocably appoint the persons specified against
their names, on the execution pages hereto to accept service
of any process on their behalf and further undertake to the
other parties hereto that they will at all times during the
continuance of this Deed maintain the appointment of some
person in Jersey as their agent for the service of process
and irrevocably agree that service of any writ, notice or
other document for the purpose of any suit, action or
proceeding in the Royal Courts of Jersey shall be duly served
upon them if delivered or sent by registered post to the
address of such appointee (or to such other address in Jersey
as that party may notify to the other parties hereto).
3.4 COUNTERPARTS
This Deed may be executed in two or more counterparts (and by different
parties on separate counterparts), each of which shall be an original,
but all of which together shall constitute one and the same instrument.
3.5 ENTIRE AGREEMENT
Except as specifically stated otherwise herein, this Deed sets forth the
entire understanding of the parties relating to the subject matter
hereof, and all prior understandings between the parties, written or
oral, are superseded by this Deed. This Deed may not be modified,
amended, waived or supplemented except as provided herein.
3.6 CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999
A person who is not a party to this Deed has no right under the Contracts
(Rights of Third Parties) Xxx 0000 to enforce any term of this Deed and
no such person shall have any other right or remedy pursuant to or by
virtue of any provisions of this Deed.
3.7 NO AGENCY, TRUST, FIDUCIARY OR JOINT VENTURE RELATIONSHIP
Nothing in this Deed shall result in the creation of any agency, trust,
fiduciary or joint venture relationship between the existing Investor
Beneficiaries and any Transferor Beneficiary nor shall any covenants,
duties, responsibilities, obligations or liabilities which are not
expressly set out herein be implied in this Deed or otherwise exist
against the existing Investor Beneficiaries or any Transferor
Beneficiary.
8
SCHEDULE ONE
FORM OF DEED OF ACCESSION
THIS DEED OF ACCESSION is made on [ ]
BETWEEN:
(1) THE ROYAL BANK OF SCOTLAND PLC, a public limited company incorporated
under the Companies Xxx 0000 with registered number 090312, having its
registered office at 00 Xx. Xxxxxx Xxxxxx, Xxxxxxxxx XX0 0XX ("RBS" in
its capacity as "TRANSFEROR BENEFICIARY"); and
(2) THE NATIONAL WESTMINSTER BANK PLC, a public limited company incorporated
under the Companies Xxx 0000 with registered number 929027, having its
registered office at 000 Xxxxxxxxxxx, Xxxxxx XX0X 0XX ("NATWEST" in its
capacity as a "TRANSFEROR BENEFICIARY", together with RBS, the
"TRANSFEROR BENEFICIARIES").
(3) RBS CARDS SECURITISATION FUNDING LIMITED, a private limited company
incorporated in Jersey, Channel Islands, with company number 76199,
having its registered office at Royal Bank House, 00 Xxxx Xxxxxx, Xx.
Xxxxxx, Xxxxxx XX0 0XX, Channel Islands (the "INVESTOR BENEFICIARY"); and
(4) [any new beneficiary to the Receivables Trust [the "NEW INVESTOR
BENEFICIARY").
WHEREAS:
(A) Pursuant to the terms of a supplement to the Receivables Trust Deed and
Trust Cash Management Agreement ("RTDTCMA"), dated [insert date of
supplement where new investor beneficiary added] pursuant to which the
New Investor Beneficiary has become a beneficiary of the Receivables
Trust in accordance with its terms.
(B) This Deed is supplemental to the Beneficiaries Deed dated [*] 2005 (as
amended and restated from time to time) and each supplement thereto (the
"BENEFICIARIES DEED").
(C) The New Investor Beneficiary has agreed to enter into this Deed of
Accession (the "ACCESSION DEED") to accede to the provisions of the
Beneficiaries Deed.
(D) Each of the Beneficiaries who are parties to the Beneficiaries Deed have
agreed to enter into this Accession Deed and to agree to any changes that
are required to give effect to this Accession Deed.
NOW IT IS HEREBY AGREED as follows:
1. INTERPRETATION
1.1 Whenever used in this Accession Deed, words and phrases defined in the
Master Framework Agreement made between, inter alios, the Receivables
Trustee and RBS dated 27 March 2000 (and as amended and restated from
time to time) (the "MFA"), unless otherwise defined herein or the context
requires otherwise, bear the same meanings herein (including the recitals
hereto).
9
1.2 OTHER DEFINITIONAL PROVISIONS
1.2.1 All terms defined in this Accession Deed or in the MFA shall have
those defined meanings when used in any deed, document,
certificate or instruction whatsoever made or delivered hereby
(unless otherwise defined therein).
1.2.2 The words "hereof", "herein" and "hereunder" and words of similar
import when used in this Accession Deed shall refer to this
Accession Deed and Clause and paragraphs references contained in
this Accession Deed are references to clauses and paragraphs of
this Accession Deed unless otherwise specified.
1.3 INCORPORATION OF COMMON TERMS
The parties hereto agree that the terms contained in the MFA shall apply
mutatis mutandis as if they were set out in full herein and as if the
parties hereto were Transaction Parties and as if this Deed were a
Transaction Document.
1.4 For the avoidance of doubt, this Accession Deed is not a Transaction
Document as that term is defined in the MFA.
1.5 Clause headings are for ease of reference only and do not form part of
this Accession Deed.
1.6 Where this Accession Deed requires an Investor Beneficiary to give its
consent to any matter (including without limitation any authorisation,
direction, action, event, waiver, amendment, contribution or
appointment), such Investor Beneficiary shall be required to give such
consent only if requested by the Transferor Beneficiary to do so before
the said matter occurs.
2. REPRESENTATIONS AND WARRANTIES OF NEW INVESTOR BENEFICIARY
2.1 The New Investor Beneficiary hereby represents and warrants to the
Beneficiaries in respect of itself that as of the date of this Accession
Deed it has complied with all conditions under the RTDTCMA necessary for
it to become a Beneficiary of the Receivables Trust.
3. ACCESSION
3.1 In consideration of the New Investor Beneficiary being accepted as a
Beneficiary for the purposes of the Beneficiaries Deed by the parties
thereto as of [date], the New Investor Beneficiary:
3.1.1 Confirms that as of [date], it intends to be a party to the
Beneficiaries Deed as a Beneficiary; and
3.1.2 Undertakes to comply with and be bound by all of the provisions
the MFA, the RTDTCMA and the Beneficiaries Deed in its capacity as
New Investor Beneficiary, as if it had been an original party
thereto.
3.2 Each of the existing Beneficiaries and the New Investor Beneficiary
hereby agree that as of [date], the New Investor Beneficiary shall be
treated as an Investor Beneficiary for the purposes of the Beneficiaries
Deed.
10
4. MISCELLANEOUS PROVISIONS
4.1 AMENDMENTS
This Accession Deed may not be amended other than with the agreement in
writing of all parties hereto.
4.2 GOVERNING LAW AND JURISDICTION
4.2.1 This Accession Deed shall be governed by, and construed in
accordance with the laws of England and Wales and the obligations,
rights and remedies of the parties hereunder shall be determined
in accordance with such laws.
4.2.2 JURISDICTION
(a) Each existing Investor Beneficiary, each Transferor
Beneficiary and the New Investor Beneficiary irrevocably
agree for the benefit of each other that the Royal Courts of
Jersey shall have non-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
Accession Deed, and for such purpose, irrevocably submit to
the jurisdiction of such courts.
(b) Each existing Investor Beneficiary, each Transferor
Beneficiary and the New Investor Beneficiary irrevocably
waive any objection which they might now or hereafter have to
the Royal Courts of Jersey referred to above 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 Accession Deed and agree not to
claim that any such court is not a convenient or appropriate
forum.
(c) The submission to the jurisdiction of the Royal Courts of
Jersey referred to above shall not (and shall not be
construed so as to) limit the right of any person to take
proceedings against each existing Investor Beneficiary, the
Transferor Beneficiary or the New Investor Beneficiary in any
other court of competent jurisdiction nor shall the taking of
proceedings in any one or more jurisdictions preclude the
taking of proceedings in any other jurisdiction, whether
concurrently or not if and to the extent permitted by
applicable law.
(d) Each party hereto (if it is not incorporated in Jersey)
irrevocably appoints the persons specified against its name
on the execution pages hereto 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 Accession Deed maintain the appointment
of some person in Jersey as its agent for the service of
process and irrevocably agrees that service of any writ,
notice or other document for the purpose of any suit, action
or proceeding in the Royal Courts of Jersey shall be duly
served upon it if delivered or sent by registered post to the
address of such appointee (or to
11
such other address in Jersey as that party may notify to the
other parties hereto).
4.3 COUNTERPARTS
This Accession Deed may be executed in two or more counterparts (and by
different parties on separate counterparts), each of which shall be an
original, but all of which together shall constitute one and the same
instrument.
4.4 ENTIRE AGREEMENT
Except as specifically stated otherwise herein, this Accession Deed sets
forth the entire understanding of the parties relating to the subject
matter hereof, and all prior understandings between the parties, written
or oral, are superseded by this Accession Deed. This Accession Deed may
not be modified, amended, waived or supplemented except as provided
herein.
4.5 CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999
A person who is not a party to this Accession Deed has no right under the
Contracts (Rights of Third Parties) Xxx 0000 to enforce any term of this
Accession Deed and no such person shall have any other right or remedy
pursuant to or by virtue of any provisions of this Accession Deed.
4.6 NO AGENCY, TRUST, FIDUCIARY OR JOINT VENTURE RELATIONSHIP
Nothing in this Accession Deed shall result in the creation of any
agency, trust, fiduciary or joint venture relationship between the
existing Investor Beneficiaries, each Transferor Beneficiary and the New
Investor Beneficiary nor shall any covenants, duties, responsibilities,
obligations or liabilities which are not expressly set out herein be
implied in this Accession Deed or otherwise exist against the existing
Investor Beneficiaries, each Transferor Beneficiary or the New Investor
Beneficiary.
IN WITNESS WHEREOF, the parties hereto have caused this Accession Deed to be
duly executed and delivered by their duly authorised representatives as a deed
in Jersey on the day and year first above written.
12
TRANSFEROR BENEFICIARY
Executed as a deed for and on behalf of )
THE ROYAL BANK OF SCOTLAND PLC )
by its duly authorised attorney )
in the presence of: )
TRANSFEROR BENEFICIARY
Executed as a deed for and on behalf of )
NATIONAL WESTMINSTER BANK PLC )
by its duly authorised attorney )
in the presence of: )
LOAN NOTE ISSUER AND INVESTOR BENEFICIARY
Executed as a deed by )
RBS CARDS SECURITISATION FUNDING LIMITED )
by one of its directors )
in the presence of: )
[INSERT NAME OF NEW INVESTOR BENEFICIARY]
Executed as a deed by )
[NAME] )
by one of its directors )
in the presence of: )
ADDRESS FOR NOTICE AND PROCESS
[INSERT ADDRESS]
13
EXECUTION PAGE FOR BENEFICIARIES DEED
IN WITNESS WHEREOF, the parties hereto have caused this Deed to be duly
executed and delivered by their duly authorised representatives as a deed in
Jersey on the day and year first above written.
TRANSFEROR BENEFICIARY
Executed as a deed for and on behalf of )
THE ROYAL BANK OF SCOTLAND PLC )
by its duly authorised attorney )
in the presence of: )
TRANSFEROR BENEFICIARY
Executed as a deed for and on behalf of )
NATIONAL WESTMINSTER BANK PLC )
by its duly authorised attorney )
in the presence of: )
PROCESS AGENT
Mourant & Co. Secretaries Limited
00 Xxxxxxxxx Xxxxxx
Xx. Xxxxxx
Xxxxxx XX0 0XX
Channel Islands
LOAN NOTE ISSUER AND INVESTOR BENEFICIARY
Executed as a deed by )
RBS CARDS SECURITISATION FUNDING LIMITED )
by one of its directors )
in the presence of: )
14
