EXHIBIT 4.9
X X X X X X X X
C H A N C E
LIMITED LIABILITY PARTNERSHIP
CONFORMED COPY
28 September 2000
RBS CARDS SECURITISATION FUNDING LIMITED
as Investor Beneficiary
THE ROYAL BANK OF SCOTLAND PLC
as Servicer and Transferor Beneficiary
and
RBS ADVANTA
as Transferor Beneficiary
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BENEFICIARIES SERVICING AGREEMENT
DATED 27 MARCH 2000
AS AMENDED AND RESTATED
ON 28 SEPTEMBER 2000
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CONTENTS
CLAUSE PAGE
1. Definitions And Interpretation.............................................2
2. Acknowledgement; Appointment Of Servicer And Servicing Of Receivables......4
3. Other Matters Relating To The Servicer And Any Co-Servicer.................8
4. Servicer Defaults.........................................................12
5. Miscellaneous Provisions..................................................17
Schedule 1 Form Of Monthly Servicer's Report.................................21
THIS BENEFICIARIES SERVICING AGREEMENT is made as a deed the 27/th/ day of March
2000 in Jersey, Channel Islands and amended and restated on 28 September 2000 in
Jersey, Channel Islands.
BETWEEN:
(1) RBS CARDS SECURITISATION FUNDING LIMITED a company incorporated in Jersey
with registered number 76199 and having its registered office at Royal Bank
House, 00 Xxxx Xxxxxx, Xx. Xxxxxx, Xxxxxx XX0 0XX Channel Islands (as
"INVESTOR BENEFICIARY" in respect of each Series and Investor Interest
within the Receivables Trust); and
(2) THE ROYAL BANK OF SCOTLAND PLC, an institution authorised under the Banking
Xxx 0000, acting through its business unit "RBS CARDS", having its
principal place of business at 00 Xx. Xxxxxx Xxxxxx, Xxxxxxxxx XX0 0XX (in
its capacities as "SERVICER" and "FIRST TRANSFEROR BENEFICIARY" of the
Receivables Trust); and
(3) RBS ADVANTA, a company incorporated with unlimited liability in Scotland
with registered number 157256 and having its registered office at 00 Xx
Xxxxxx Xxxxxx, Xxxxxxxxx XX0 0XX (the "SECOND TRANSFEROR BENEFICIARY" and,
together with the First Transferor Beneficiary, the "TRANSFEROR
BENEFICIARIES").
WHEREAS:
(A) Following the assignment or, in respect of the Scottish Receivables the
holding on trust of the Receivables arising on Designated Accounts to or
for the Receivables Trustee, The Royal Bank of Scotland plc and RBS Advanta
will continue to have contractual relationships with the Obligors on the
terms set out in the Card Agreements and accordingly will continue to be
grantors of credit in respect of both Existing Receivables and Future
Receivables.
(B) Each Beneficiary will acquire an interest under the Receivables Trust by
way of making payments to the Receivables Trustee, upon the terms and
subject to the conditions of the Receivables Trust Deed and Trust Cash
Management Agreement and any related Accession Notice and Supplement.
(C) The Servicer has agreed at the request of the Beneficiaries, upon the terms
and subject to the conditions hereof, to act as servicer in connection with
the Receivables which are comprised in the Trust Property of the
Receivables Trust.
NOW IT IS HEREBY AGREED as follows:
1. DEFINITIONS AND INTERPRETATION
1.1 DEFINITIONS
Whenever used in this Agreement, the words and phrases defined in the
Master Framework Agreement of even date herewith, as amended and restated
on 28 September 2000 and signed by the parties hereto shall, unless
otherwise defined herein or the context requires otherwise, bear the same
meanings herein (including the recitals hereto).
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1.2 OTHER DEFINITIONAL PROVISIONS
1.2.1 All terms defined in this Agreement shall have the defined meanings
when used in any certificate or other document made or delivered
pursuant hereto unless otherwise defined therein.
1.2.2 The agreements, representations and warranties of The Royal Bank of
Scotland plc in this Agreement in each of its capacities as
Transferor, Transferor Beneficiary and Servicer shall be deemed to
be the agreements, representations and warranties of The Royal Bank
of Scotland plc solely in each such capacity for so long as The
Royal Bank of Scotland plc acts in each such capacity under this
Agreement.
1.2.3 (a) Save where the context otherwise requires and notwithstanding
the provisions of the Master Framework Agreement:
(i) all sums payable by the Investor Beneficiary to any other
party pursuant hereto are inclusive of any VAT which is
chargeable on the supply or supplies for which such sums
(or any part thereof) are the whole or part of the
consideration for VAT purposes and section 89 of the
Value Added Tax Act 1994 shall not apply to affect the
amount of such sums; and
(ii) all sums payable by the First Transferor Beneficiary or
the Second Transferor Beneficiary (each party being a
"PAYER") to any party (the "PAYEE") pursuant hereto are
exclusive of any VAT which is chargeable on the supply or
supplies for which such sums (or any part thereof) are
the whole or part of the consideration for VAT purposes.
Where the Payee makes a supply to any Payer for VAT
purposes pursuant hereto and VAT is or becomes chargeable
on such supply, the relevant Payer shall pay to the Payee
(in addition to any other consideration for such supply)
a sum equal to the amount of such VAT, such payment to be
made no later than 2 Business Days before the last day
(as notified to the Payer in writing by the Payee) on
which the Payee can account to HM Customs & Excise for
such VAT without incurring any interest or penalties.
(b) Any reference herein to any fee, cost, disbursement, expense or
liability incurred by any party and in respect of which such
party is to be reimbursed (or indemnified) by any other person
or the amount of which is to be taken into account in any
calculation or computation shall, save where the context
otherwise requires, include:
(i) where such party is the Investor Beneficiary, a reference
to such part of such cost or expense as represents VAT;
and
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(ii) where such party is RBS Cards or RBS Advanta, a reference
to such part of such cost or expense as represents VAT
save to the extent that such party is entitled to obtain
credit or repayment in respect of such VAT from HM
Customs & Excise.
(c) Any reference herein to a party shall (where appropriate) be
deemed, at any time when such party is treated as a member of a
group for the purposes of section 43 of the Value Added Tax Xxx
0000, to include a reference to the representative member of
such group.
2. ACKNOWLEDGEMENT; APPOINTMENT OF SERVICER AND SERVICING OF RECEIVABLES
2.1 ACKNOWLEDGEMENT; ACCEPTANCE OF APPOINTMENT AND OTHER MATTERS RELATING TO
THE SERVICER
2.1.1 The parties hereby acknowledge that, following the assignment or, in
respect of the Scottish Receivables, the holding on trust of the
Receivables arising on Designated Accounts to or for the Receivables
Trustee (as trustee for the Beneficiaries absolutely) (without
notice to Obligors except following a Notification Event) pursuant
to any Offer made and accepted in accordance with the Receivables
Securitisation Agreement, the Servicer shall continue:
(a) to be a grantor of credit to Obligors in respect of both
Existing Receivables and Future Receivables that it has
originated in its capacity as a Transferor; and
(b) to manage the contractual relationship between each Transferor
and its respective Obligors on the terms set out in the Card
Agreements.
2.1.2 Each Beneficiary, in its capacity as an absolute beneficial owner of
the Trust Property in undivided shares (and without prejudice to the
powers and duties of the Receivables Trustee under the Receivables
Trust Deed and Trust Cash Management Agreement), hereby appoints RBS
Cards, and RBS Cards agrees to act, as the Servicer for such
Beneficiary under this Agreement. By its execution of a Supplement
each Investor Beneficiary, inter alia, consents to RBS Cards acting
as Servicer under this Agreement. By its execution of an Accession
Notice each Additional Transferor as an additional Transferor
Beneficiary, inter alia, consents to RBS Cards acting as Servicer
under this Agreement.
2.1.3 Any Additional Transferor may, if the relevant Accession Notice so
specifies, be appointed by the Beneficiaries (on the same terms as
set out in Clause 2.1.2), to carry out Servicing under this Deed (a
"CO-SERVICER") in respect of Receivables assigned or held on trust
by such Additional Transferor and, by its execution of a Supplement,
each Investor Beneficiary, inter alia, consents to the appointment
of Co-Servicers being made in accordance with this Clause 2.1.3. If
any Accession Notice in respect of an Additional Transferor does not
specify that such Additional Transferor is to be appointed a
Co-Servicer then the Servicer shall be deemed to be appointed by the
Beneficiaries to carry out all
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Servicing as set out in this Deed as such Servicing may apply to
such Additional Transferor.
2.1.4 The Servicer and any Co-Servicer shall carry out all management
functions (and such servicing and administration functions as may be
necessary or desirable for the purposes of carrying out such
management functions, including services described in the
Prospectuses) in relation to the Receivables and (insofar as the
interests of the Beneficiaries are affected) the Designated Accounts
in accordance with the Card Guidelines and its customary and usual
procedures and in accordance with normal market practice (so far as
consistent with the Card Guidelines) and shall have full power and
authority, acting alone or through any party properly designated by
it hereunder, to do any and all things in connection with such
management (and servicing and administration) which it may deem
necessary or desirable. Without prejudice to the generality of the
foregoing, the Servicer's and (to the extent specified in the
relevant Accession Notice) any Co-Servicer's management functions
shall include:
(a) crediting and debiting Obligors' Accounts as appropriate;
(b) monitoring payments by Obligors and notifying Obligors of
overdue payments;
(c) ensuring that the interests of the Beneficiaries are taken into
account in making decisions regarding the granting of credit to
Obligors;
(d) determining whether any such Receivables should be charged-off
in accordance with the Card Guidelines;
(e) on the Servicer's or Co-Servicer's own behalf (for the purposes
of enabling it to perform the management functions set out in
this Clause 2.1), preparing and keeping its own records as
regards all such matters (including in particular, but without
limitation, the matters referred to in (c) and (d) above); and
(f) making any filing, reports, notices, applications,
registrations with, and seeking any consents or authorisations
from any relevant securities or other authority as may be
necessary or advisable to comply with any securities or
reporting requirements and (to the extent authorised in the
relevant Accession Notice) the Servicer and any Co-Servicer is
hereby obliged, authorised and empowered to so make or seek.
The Servicer and any Co-Servicer shall follow such instructions in
regard to the exercise of its power and authority as the
Beneficiaries, acting unanimously, may from time to time direct.
2.1.5 On or before the Transfer Date for each Monthly Period in which any
Designated Accounts are Defaulted Accounts, the Servicer, and any
Co-Servicer (without limiting the generality of 2.1.4 above) shall
notify the Beneficiaries of the balance of Receivables in such
Defaulted Accounts. No fee will be charged for this.
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2.1.6 Neither the Servicer nor any Co-Servicer shall be obliged to use
separate servicing procedures, offices, employees or accounts for
servicing the Receivables from the procedures, offices, employees
and accounts used by the Servicer or such Co-Servicer in connection
with servicing other credit card receivables.
2.1.7 The Servicer and any Co-Servicer shall:
(a) within ten Business Days of the end of each Monthly Period
provide to the Rating Agencies a Monthly Servicer's Report
relating to the Receivables in the form attached as Schedule 1
hereto (including information listed in Part 6 of the
Supplement) or in such other form as the Rating Agencies may
from time to time agree with the Servicer and such Co-Servicer
or in such other form as the Servicer and the Rating Agencies
may from time to time agree; and
(b) the Servicer and such Co-Servicer shall publish such Monthly
Servicer's Report in such manner as agreed upon by the Servicer
and the Rating Agencies.
2.1.8 The Servicer and such Co-Servicer shall be entitled to receive from
the Beneficiaries a fee with respect to the preparation and
publication of each Monthly Servicer's Report in an amount to be
agreed upon from time to time by the Beneficiaries and the Servicer
and any Co-Servicer.
2.2 SERVICING COMPENSATION
2.2.1 As full compensation for its servicing activities hereunder (with
the exception of Clause 2.1.6 and 2.1.7) and as reimbursement for
any expense incurred by it in connection therewith, the Servicer and
any Co-Servicer shall be entitled to receive from the Beneficiaries
(in each case solely to the extent of payments made by the
Beneficiaries utilising Trust Property allocated with respect
thereto as provided in this Agreement, the Receivables Trust Deed
and Trust Cash Management Agreement and in any Supplement and
subject to Clause 2.2.4) a servicing fee (the "SERVICING FEE") with
respect to each Monthly Period, payable monthly on the related
Transfer Date, in an amount equal to one-twelfth of the product of:
(a) the weighted average of the Series Servicing Fee Percentages
specified in each Supplement in respect of an outstanding
Series, in each case weighted by the proportion that the
Investor Interest of such Series bears to the Aggregate
Investor Interest on the relevant Transfer Date (or, if RBS
Cards is Servicer, such other percentage as shall be agreed
between the Beneficiaries PROVIDED THAT (a) each Rating Agency
has confirmed in writing that such proposed percentage will not
result in a downgrade or withdrawal of its then current rating
of any outstanding Related Debt and (b) the Beneficiaries have
obtained an Opinion of Counsel that such proposed agreement to
alter the percentage will not prejudice the Tax treatment of
the Receivables Trust or the Beneficiaries); and
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(b) the average daily aggregate Outstanding Face Amount of
Principal Receivables during such Monthly Period.
Any Co-Servicer shall be entitled to such portion of the Servicing
Fee as shall be specified in the relevant Accession Notice pursuant
to which such Co-Servicer is appointed.
2.2.2 The portion of the Servicing Fee payable to the Servicer and any
Co-Servicer which is to be met from payments made by the Investor
Beneficiaries in respect of a particular Series with respect to each
Monthly Period (the "INVESTOR SERVICING FEE" with respect to such
Series) will be determined in accordance with the relevant
Supplement.
2.2.3 The portion of the Servicing Fee (the "TRANSFEROR SERVICING FEE")
with respect to any Monthly Period not to be met from payments made
by the Investor Beneficiaries of a particular Series pursuant to any
related Supplement shall be paid by each Transferor Beneficiary to
the extent of its pro rata share from the Transferor Finance Charge
Amount and Transferor Acquired Interchange Amount or other Trust
Property allocable to such Transferor Beneficiary on the related
Transfer Date. In no event shall the Investor Beneficiaries of any
Series be liable to the Servicer or any Co-Servicer for the share of
the Servicing Fee with respect to any Monthly Period to be met from
payments to be made by any Transferor Beneficiary from Trust
Property allocated to such Transferor Beneficiary, PROVIDED,
HOWEVER, that the amount of Transferor Servicing Fee to be paid by
each Transferor Beneficiary in any Monthly Period shall not exceed
its pro rata share of the aggregate amount of the Transferor Finance
Charge Amount and Transferor Acquired Interchange Amount for such
Monthly Period.
2.2.4 With respect to any Monthly Period throughout which the Servicer is
RBS Cards, any part of the Servicing Fee for such Monthly Period
which would (apart from this Clause 2.2.4) be payable by RBS Cards
in its capacity as Transferor Beneficiary shall not be payable (and
an appropriate apportionment shall be made for any Monthly Period
where RBS Cards is the Servicer for part only of such Monthly
Period).
2.3 REPRESENTATIONS AND WARRANTIES OF THE SERVICER AND ANY CO-SERVICER
(i) RBS Cards, as initial Servicer hereby makes, (ii) any Co-Servicer, by
its appointment pursuant to the relevant Accession Notice, shall be deemed
to make, and (iii) any Successor Servicer by its appointment hereunder
shall make, the representations and warranties contained in Section (B) of
the Fourth Schedule of the Master Framework Agreement (in the case of (ii)
and (iii) with appropriate modifications to such representations and
warranties as are necessary to reflect such Co-Servicer's or Successor
Servicer's organisation) on which the Beneficiaries have relied in
appointing RBS Cards as the initial Servicer and, whenever appropriate,
such Co-Servicer or Successor Servicer.
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2.4 COVENANTS OF THE SERVICER AND ANY CO-SERVICER
Each of the Servicer and any Co-Servicer make the covenants contained in
Part B of Schedule 5 of the Master Framework Agreement.
3. OTHER MATTERS RELATING TO THE SERVICER AND ANY CO-SERVICER
3.1 LIABILITY OF THE SERVICER AND ANY CO-SERVICER
The Servicer and any Co-Servicer shall be liable in accordance herewith
only to the extent of the obligations specifically undertaken by the
Servicer or such Co-Servicer (as such obligations are specified in the
relevant Accession Notice) in such capacity herein.
3.2 LIMITATION ON LIABILITY OF THE SERVICER, ANY CO-SERVICER AND OTHERS
3.2.1 None of the directors, officers, employees or agents of the Servicer
and any Co-Servicer shall be under any liability to the
Beneficiaries, any Enhancement Provider or any other person
hereunder or pursuant to any document delivered hereunder, it being
expressly understood that all such liability is expressly waived and
released as a condition of, and as consideration for, the execution
of this Agreement, PROVIDED, HOWEVER, that this provision shall not
protect the directors, officers, employees and agents of the
Servicer or Co-Servicer against any liability which would otherwise
be imposed by reason of fraud, wilful default, bad faith or gross
negligence in the performance of duties hereunder.
3.2.2 Except as provided in Clause 3.3, neither the Servicer nor any
Co-Servicer shall be under any liability to the Beneficiaries or any
other person for any action in its capacity as Servicer or
Co-Servicer pursuant to this Agreement, PROVIDED, HOWEVER, that this
provision shall not protect the Servicer or any Co-Servicer against
any liability which would otherwise be imposed by reason of fraud,
wilful default, bad faith or gross negligence in the performance of
duties or by reason of its reckless disregard of its obligations and
duties hereunder or under any Supplement.
3.2.3 The Servicer and any Co-Servicer may rely in good faith on any
document of any kind prima facie properly executed and submitted by
any person respecting any matters arising hereunder.
3.2.4 The Servicer and any Co-Servicer shall not be under any obligation
to appear in, prosecute or defend any legal action which is not
incidental to its duties pursuant to this Agreement which in its
reasonable opinion may involve it in any expense or liability.
3.3 SERVICER INDEMNIFICATION OF THE BENEFICIARIES
The Servicer and any Co-Servicer shall indemnify and hold harmless the
Beneficiaries from and against any reasonable loss, liability, expense,
damage or injury suffered or sustained by reason of any fraud, wilful
misconduct or grossly negligent acts or omissions of the Servicer or
Co-Servicer with respect to activities of the Beneficiaries pursuant to
this Agreement, including, but not limited to any judgment, award,
settlement, reasonable legal fees and other costs or expenses properly
incurred in
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connection with the defence of any actual or threatened action, proceeding
or claim, PROVIDED, HOWEVER, that neither the Servicer nor any Co-Servicer
shall:
3.3.1 indemnify the Beneficiaries if such acts, omissions or alleged acts
or omissions constitute or are caused by fraud, negligence, or
wilful misconduct by the Beneficiaries or their agents;
3.3.2 indemnify any Beneficiary for any liabilities, costs or expenses of
the Receivables Trust with respect to any action taken by the
Receivables Trustee at the request of any Beneficiary or any Series
to which it belongs;
3.3.3 indemnify any Beneficiary as to any losses, claims or damages
incurred by it in its capacity as Beneficiary of the Receivables
Trust, including without limitation, losses incurred as a result of
Receivables in Defaulted Accounts; or
3.3.4 indemnify the Beneficiaries for any liabilities, costs or expenses
of the Beneficiaries (or their agents) arising under any Tax law (or
any interest or penalties with respect thereto or arising from a
failure to comply therewith) required to be paid by the
Beneficiaries (or their agents) in connection herewith to any taxing
authority.
Any such indemnification shall be payable by the Servicer or Co-Servicer
itself and not be payable from the Trust Property of the Receivables Trust.
The provision of this indemnity shall run directly to and be enforceable by
an injured party subject to the limitations hereof.
3.4 THE SERVICER OR ANY CO-SERVICER NOT TO RESIGN
3.4.1 The Servicer shall not resign from the obligations and duties hereby
imposed on it except upon determination that:
(a) the performance of its duties hereunder is no longer
permissible under any Requirement of Law; and
(b) there is no reasonable action which the Servicer could take to
make the performance of its duties hereunder permissible under
any Requirement of Law.
3.4.2 Any such determination permitting the resignation of the Servicer
shall be evidenced as to 3.4.1(a) by an Opinion of Counsel and as to
3.4.1(b) by an Officer's Certificate, each to such effect delivered
to the Beneficiaries.
3.4.3 No such resignation shall become effective until a Successor
Servicer shall have assumed the responsibilities and obligations of
the Servicer in accordance with Clause 4.5.
3.4.4 No Co-Servicer shall resign except either
(a) in the circumstances and subject to the requirements set out
with respect to the Servicer in Clause 3.4.1; or
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(b) where the obligations of such Co-Servicer are wholly assumed
from the time of such resignation by the Servicer or another
Co-Servicer.
3.5 ACCESS TO CERTAIN DOCUMENTATION AND INFORMATION REGARDING THE RECEIVABLES
3.5.1 The Servicer and any Co-Servicer shall provide to the Beneficiaries
access to the documentation regarding the Designated Accounts and
the Receivables in such cases where the Beneficiaries (or any person
acting on their behalf) are required:
(a) by any Relevant Document; or
(b) by any applicable statutes or regulations
to review such documentation.
3.5.2 Such access shall be afforded by the relevant Servicer or
Co-Servicer without any charge (apart from the Servicing Fee
provided for in Clause 2.2) but only:
(a) upon reasonable request;
(b) during normal business hours;
(c) subject to the Servicer's or Co-Servicer's normal security and
confidentiality procedures; and
(d) at offices in the United Kingdom designated by the Servicer or
Co-Servicer.
3.5.3 On or before the twentieth Business Day (or within such period as
may otherwise be agreed between the Servicer or Co-Servicer, as the
case may be, and the Receivables Trustee) following a request in
writing from the Receivables Trustee, on behalf of the
Beneficiaries, to the Servicer or Co-Servicer (as applicable), the
Servicer and any Co-Servicer agrees to deliver (to the extent
permitted by applicable law) a computer file or microfiche list
containing a true and complete list of all Designated Accounts each
identified by a specific number identifying such Designated Account
PROVIDED HOWEVER, that the Receivables Trustee on behalf of the
Beneficiaries may not request such list or information more than
once during any calendar year unless an Insolvency Event has
occurred and is subsisting, in which case such request may be made
at any time with reasonable frequency.
3.5.4 As soon as reasonably practicable following the acceptance by the
Receivables Trustee of any Offer of Receivables on Future Accounts,
and, pursuant to the terms of the Offer, the delivery by the
relevant Transferor or Additional Transferor, as the case may be, to
the Receivables Trustee of a computer file or microfiche list
containing a list of all New Designated Accounts as at a particular
Additional Selection Date, the Servicer or Co-Servicer shall deliver
to the Receivables Trustee, to the extent permitted by applicable
law, a report:
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(i) setting forth the Receivables balance of each such
Account as of the relevant Additional Selection Date;
(ii) identifying the Eligible Receivables and Ineligible
Receivables comprised in the Existing Receivables under
each New Designated Account on the Additional Selection
Date;
(iii) in respect of the Eligible Receivables identified
pursuant to (ii) above, setting forth:
(1) the aggregate amount of such Eligible Receivables;
(2) the total Outstanding Face Amount of the Principal
Receivables comprised in such Eligible Receivables;
and
(3) the total outstanding balance of the Finance Charge
Receivables comprised in such Eligible Receivables;
in each case as at the Additional Selection Date; and
(iv) in respect of the Ineligible Receivables identified
pursuant to (ii) above, setting out the aggregate amount
of the Ineligible Receivables comprised in the Existing
Receivables.
3.5.5 To the extent permitted by applicable law, the Transferors and any
Additional Transferors shall cooperate fully with the Servicer and
any Co-Servicer in connection with, and provide all information
reasonably required to satisfy, the obligations of the Servicer or
any Co-Servicer as set out in this Agreement.
3.5.6 Nothing in this Clause 3.5 shall derogate from the obligation of
each Transferor Beneficiary, the Beneficiaries, the Servicer or any
Co-Servicer to observe any Requirement of Law prohibiting disclosure
of information regarding the Obligors and the failure of the
Servicer or any Co-Servicer to provide access as provided in this
Clause 3.5 as a result of such obligations shall not constitute a
breach of this Clause 3.5.
3.6 DELEGATION OF DUTIES
3.6.1 In the ordinary course of business, the Servicer and any Co-Servicer
may at any time delegate any duties hereunder to any person who
agrees to conduct such duties in accordance with the Card
Guidelines.
3.6.2 No delegation made pursuant to Clause 3.6.1 shall relieve the
Servicer or Co-Servicer of its liabilities and responsibility with
respect to such duties, and shall not constitute a resignation
within the meaning of Clause 3.4 hereof.
3.6.3 If any delegation made pursuant to Clause 3.6.1 is to a party other
than RBS or any of its Affiliates, FDR, Experian or Graphic Data,
the relevant Servicer or Co-Servicer shall give notification thereof
to each Rating Agency.
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3.7 EXAMINATION OF RECORDS
3.7.1 The Servicer or, if applicable, any Co-Servicer shall identify in
its systems those Receivables created in connection with the
Designated Accounts which have been assigned to or are held on trust
for the Receivables Trustee.
3.7.2 The Servicer or Co-Servicer shall, prior to the sale or transfer to
a third party of any receivable held in its custody, examine its
computer or other records to determine whether such receivable is a
Receivable assigned, or purported to be assigned to or held on trust
for the Receivables Trustee.
3.7.3 The Servicer or Co-Servicer shall not sell or transfer to third
parties any Receivable assigned or purported to be assigned to, or
held on trust for, the Receivables Trustee in accordance with Clause
7 of the RSA (Redesignation and Removal of Accounts).
4. SERVICER DEFAULTS
4.1 SERVICER DEFAULTS
The occurrence and continuation of any one of the following events shall
constitute a servicer default (a "SERVICER DEFAULT"):
4.1.1 failure on the part of the Servicer or any Co-Servicer duly to
observe or perform in any respect any of the covenants or agreements
of the Servicer or Co-Servicer set forth in the Master Framework
Agreement or any Relevant Document which has, in the opinion of the
Beneficiaries, a Material Adverse Effect on the interests of the
Beneficiaries as a whole or of the Investor Beneficiaries of any
Applicable Series and which continues unremedied for a period of 60
days after the date on which written notice of such failure,
requiring the same to be remedied, shall have been given to the
Servicer or, if applicable, any Co-Servicer by Investor
Beneficiaries representing in aggregate more than one-half of the
aggregate Investor Interests of any Applicable Series adversely
affected thereby (copied to the Receivables Trustee) and continues
to have a Material Adverse Effect on the interests of an Investor
Beneficiary of any Applicable Series for such period;
4.1.2 delegation by the Servicer or any Co-Servicer of its duties under
this Agreement to any other entity, except as permitted by Clause
3.6;
4.1.3 any relevant representation, warranty or certification made by the
Servicer or any Co-Servicer in the Master Framework Agreement or in
any certificate delivered pursuant hereto proves to have been
incorrect when made and which has a Material Adverse Effect on the
interests of the Investor Beneficiaries of any Applicable Series and
continues to be incorrect in any material respect for a period of 60
days after the date on which written notice of such failure,
requiring the same to be remedied, shall have been given to the
Servicer or, if applicable, any Co-Servicer by an Investor
Beneficiary or Investor Beneficiaries representing in aggregate more
than one-half of the aggregate Investor Interests of any Applicable
Series affected thereby (copied to the Receivables Trustee)
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and continues to have a Material Adverse Effect on the interests of
an Investor Beneficiary of any Applicable Series affected for such
period;
4.1.4 the Servicer or any Co-Servicer shall consent to or take any
corporate action relating to the appointment of a receiver,
administrator, administrative receiver, liquidator, trustee or
similar officer of it or relating to all or substantially all of its
revenues and assets;
4.1.5 an order of the court is made for the winding-up, dissolution,
administration or reorganisation (except for a solvent
re-organisation) of the Servicer or any Co-Servicer and such order
shall have remained in force undischarged or unstayed for a period
of 60 days;
4.1.6 a receiver, administrator, administrative receiver, liquidator,
trustee or similar officer is legally and validly appointed over the
Servicer or any Co-Servicer or relating to all of the Servicer or
any Co-Servicer's revenues and assets;
4.1.7 a duly authorised officer of the Servicer or any Co-Servicer shall
admit in writing that the Servicer or such Co-Servicer is unable to
pay its debts as they fall due within the meaning of Section 123(1)
of the Insolvency Xxx 0000; or
4.1.8 the Servicer or such Co-Servicer makes a general assignment for the
benefit of or a composition with its creditors or voluntarily
suspends payment of its obligations with a view to the general
readjustment or rescheduling of its indebtedness.
4.2 EFFECT OF SERVICER DEFAULT
4.2.1 So long as any Servicer Default shall not have been remedied within
the applicable grace period (if any), the Beneficiaries acting
together or (as the case may be) the Investor Beneficiaries
representing in aggregate more than 66 2/3% of the Aggregate
Investor Interest may, by serving a notice then given in writing to
the Servicer or, if applicable, the Co-Servicer (copied to the
Receivables Trustee) (a "TERMINATION NOTICE"), terminate all of the
rights and obligations of the Servicer and any Co-Servicer as
Servicer or, as the case may be, Co-Servicer under this Agreement.
4.2.2 For the avoidance of doubt, any Termination Notice given in
accordance with this Clause 4.2 shall terminate the appointment of
both the Servicer and any Co-Servicer regardless of which entity was
the subject of the Servicer Default.
4.3 NOTIFICATION OF SERVICER DEFAULT
Within two Business Days after the Servicer or any Co-Servicer becomes
aware of any Servicer Default, the Servicer or such Co-Servicer shall give
prompt written notice thereof to each Beneficiary, each Rating Agency, the
Receivables Trustee and any Enhancement Provider.
- 13 -
4.4 FORCE MAJEURE
4.4.1 No delay in or failure of performance referred to in Clauses 4.1.1,
4.1.2 or 4.1.3 for a period of 60 Business Days, shall constitute a
Servicer Default if such delay or failure could not have been
prevented by the exercise of reasonable diligence by the Servicer or
Co-Servicer, as the case may be, and such delay or failure was
caused by an act of God, acts of declared or undeclared war, public
disorder, rebellion, riot or sabotage, epidemics, landslides,
lightning, fire, hurricanes, tornadoes, earthquakes, nuclear
disasters or meltdowns, floods, power cuts or similar causes.
4.4.2 Nothing in Clause 4.4.1 above shall relieve the Servicer or
Co-Servicer from its obligation to use reasonable efforts to perform
its obligations in a timely manner in accordance with the terms of
this Agreement and any relevant agreement.
4.4.3 Upon the occurrence of any of the conditions referred to in Clause
4.4.1 above, the Servicer or, as the case may be, the Co-Servicer
shall provide each of the Transferor, any Additional Transferor,
each Beneficiary and any Enhancement Provider with an Officer's
Certificate giving prompt notice of such failure or delay, together
with a description of the cause of such failure or delay and the
efforts made by such Servicer or Co-Servicer to perform its
obligations hereunder.
4.5 EFFECT OF TERMINATION NOTICE
4.5.1 After receipt by the Servicer or any Co-Servicer of a Termination
Notice pursuant to Clause 4.2, and on the date that a Successor
Servicer shall have been appointed by the Beneficiaries pursuant to
Clause 4.6, all authority and power of the Servicer and any
Co-Servicer under this Agreement shall pass to and be vested in a
Successor Servicer.
4.5.2 In order to secure the performance of the Servicer or any
Co-Servicer with respect to the appointment of a Successor Servicer,
each Beneficiary is hereby irrevocably appointed by way of security
attorney of the Servicer and any Co-Servicer and is authorised and
empowered (upon the failure of the Servicer or any Co-Servicer to
cooperate in a timely manner) to execute and deliver, on behalf of
such Servicer or Co-Servicer, all documents, records and other
instruments upon the failure of the Servicer or Co-Servicer to
execute or deliver such documents, records or instruments, and to do
and accomplish all other acts or things necessary or appropriate to
transfer of servicing rights and obligations to such Successor
Servicer.
4.5.3 The Servicer and, by its execution of the relevant Accession Notice,
any Co-Servicer agrees to use all reasonable efforts and cooperate
with the Beneficiaries and such Successor Servicer in effecting the
termination of the responsibilities and rights of the Servicer and
any Co-Servicer to conduct servicing hereunder including, without
limitation, the transfer to such Successor
- 14 -
Servicer of all authority of the Servicer and any Co-Servicer to
service the Receivables provided for under this Agreement.
4.5.4 The Servicer and any Co-Servicer shall promptly transfer its
electronic records or electronic copies thereof relating to the
Receivables to the Successor Servicer in such electronic form as the
Successor Servicer may reasonably request and shall promptly
transfer to the Successor Servicer all other records, correspondence
and documents necessary for the continued servicing of the
Receivables in the manner and at such times as the Successor
Servicer shall reasonably request.
4.5.5 To the extent that compliance with this Clause 4.5 shall require the
Servicer or any Co-Servicer to disclose to the Successor Servicer
information of any kind which the Servicer or such Co-Servicer
reasonably deems to be confidential, the Beneficiaries shall procure
that the Successor Servicer enter into such customary licensing and
confidentiality agreements as the Servicer or Co-Servicer shall deem
reasonably necessary to protect its interests and the Servicer shall
not be obliged to disclose any such confidential information until
such licensing and confidentiality agreements have been entered
into.
4.5.6 The Servicer and any Co-Servicer shall, on the date of any servicing
transfer, transfer all of its rights and obligations under any
Enhancement with respect to any Beneficiaries to the Successor
Servicer.
4.5.7 Upon the termination of the appointment of the Servicer and any
Co-Servicer pursuant to this Clause 4.5, any amounts in respect of
Collections of Receivables constituting Trust Property and any other
Trust Property in the possession of the Servicer or Co-Servicer (or
coming into the possession of the Servicer or Co-Servicer at any
time thereafter) shall be held on trust by the Servicer or
Co-Servicer for and to the order of the Beneficiaries.
4.6 APPOINTMENT OF SUCCESSOR
4.6.1 On and after the receipt by the Servicer or, as the case may be, any
Co-Servicer of a Termination Notice pursuant to Clause 4.2, such
Servicer or Co-Servicer shall continue to perform all servicing
functions under this Agreement until the date specified in the
Termination Notice or otherwise specified by the Beneficiaries in
writing or, if no such date is specified in such Termination Notice,
or otherwise specified by the Beneficiaries, until a date mutually
agreed upon by the Servicer, any Co-Servicer and the Beneficiaries.
4.6.2 The Beneficiaries shall, as promptly as possible after the giving of
a Termination Notice, appoint a successor servicer (the "SUCCESSOR
SERVICER") which shall at the time of its appointment as Successor
Servicer be an Eligible Servicer, and such Successor Servicer shall
accept its appointment by a written assumption in a form acceptable
to the Beneficiaries.
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4.6.3 The Beneficiaries shall notify each Rating Agency of such
termination of the appointment of the Servicer and any Co-Servicer
and the appointment of any Successor Servicer.
4.6.4 The Beneficiaries may obtain bids for the proposed sale of the
Receivables constituting Trust Property from any potential successor
servicer. If the Beneficiaries are unable to obtain any bids from
any potential successor servicer and the Servicer or, if applicable,
any Co-Servicer delivers an Officer's Certificate to the effect that
they cannot in good faith cure the Servicer Default which gave rise
to a Termination Notice, then the Beneficiaries shall notify each
Enhancement Provider of the proposed sale of the Receivables and
shall allow each such Enhancement Provider to bid to purchase the
Receivables and shall offer the right of first refusal to purchase
the Receivables on terms equivalent to the best purchase offer as
determined by the Beneficiaries, but in no event less than an amount
equal to the Aggregate Investor Interest on the date of such
purchase plus all interest accrued but unpaid on all Related Debt
and Enhancement at the rate thereof up to and including the date of
such purchase. The proceeds of such sale shall be deposited in the
Trust Accounts, for distribution to the Beneficiaries in accordance
with the provisions of the Receivables Trust Deed and Trust Cash
Management Agreement and the applicable Supplement.
4.6.5 Upon its appointment, the Successor Servicer shall be the successor
in all respects to the Servicer and any Co-Servicer with respect to
servicing functions under this Agreement and shall be subject to all
the responsibilities, duties and liabilities relating thereto placed
on the Servicer and any Co-Servicer by the terms and provisions
hereof, and all references in this Agreement to the Servicer and any
Co-Servicer shall be deemed to refer to the Successor Servicer. Any
Successor Servicer, by its acceptance of its appointment, will
automatically agree to be bound by the terms and provisions of each
agreement relating to Enhancement.
4.6.6 In connection with such appointment and assumption, the
Beneficiaries shall be entitled to such compensation, or may make
such arrangements for the compensation of the Successor Servicer, as
they and such Successor Servicer shall agree PROVIDED, HOWEVER, that
no such compensation payable in connection with services provided
under this Agreement shall be in excess of the Servicing Fee
permitted to the Servicer and any Co-Servicer pursuant to Clause
2.2.
4.6.7 All authority and power granted to the Successor Servicer under this
Agreement shall automatically cease and terminate upon dissolution
of the Receivables Trust pursuant to Clause 6.3 or Clause 8.1 of the
Receivables Trust Deed and Trust Cash Management Agreement and shall
pass to and be vested in RBS unless for any reason this should be
legally impossible.
4.6.8 In order to secure the performance by the Successor Servicer of the
matters referred to in Clause 4.6.9 below, as a condition precedent
to its appointment as
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Successor Servicer, the Successor Servicer shall irrevocably and by
way of security appoint RBS attorney of such Successor Servicer and
authorise and empower RBS to execute and deliver, on behalf of the
Successor Servicer, all documents and other instruments, and to do
and accomplish all other acts or things necessary or appropriate to
effect the transfer of servicing rights described in Clause 4.6.7.
4.6.9 The Successor Servicer agrees to cooperate with RBS in effecting the
termination of the responsibilities and rights of the Successor
Servicer to conduct servicing on the Receivables constituting Trust
Property. The Successor Servicer shall transfer its electronic
records relating to the Receivables constituting Trust Property to
RBS in such electronic form as RBS may reasonably request and shall
transfer all other records, correspondence and documents to RBS in
the manner and at such times as RBS shall reasonably request. To the
extent that compliance with this Clause 4.6 shall require the
Successor Servicer to disclose to RBS information of any kind which
the Successor Servicer deems to be confidential, RBS shall be
required to enter into such customary licensing and confidentiality
agreements as the Successor Servicer shall deem necessary to protect
its interest.
4.7 WAIVER OF PAST DEFAULTS
Any Beneficiary which is adversely affected by any default by the Servicer
or any Co-Servicer, any Transferor or any Additional Transferor may, with
the prior written consent of all the other Beneficiaries, waive in writing
any default by such Servicer, such Co-Servicer, such Transferor or such
Additional Transferor in the performance of its obligations hereunder or in
any Relevant Document and its consequences, except a default in making any
required deposits or payments of interest or principal relating to the
relevant Series. Upon any such waiver of a past default, such default shall
be deemed not to have occurred. No such waiver shall extend to any
subsequent or other default or impair any right consequent thereon except
to the extent expressly so waived.
5. MISCELLANEOUS PROVISIONS
5.1 AMENDMENT
5.1.1 This Agreement may be amended in writing by the Servicer, any
Co-Servicer and each Transferor Beneficiary, with the prior written
consent of each person who is a Beneficiary at the time of such
amendment, PROVIDED HOWEVER that each Rating Agency shall have
notified each Transferor Beneficiary, the Servicer, any Co-Servicer
and the Investor Beneficiaries in writing that such amendment will
not result in a reduction or withdrawal of the rating of any
outstanding Related Debt (in relation to which it is a Rating
Agency).
5.1.2 Promptly after the execution of any such amendment, the
Beneficiaries shall furnish notification of the substance of such
amendment to each Rating Agency providing a rating for any Related
Debt outstanding in respect of any Applicable Series adversely
affected by such amendment.
- 17 -
5.2 PROTECTION OF RIGHT, TITLE AND INTEREST TO TRUST PROPERTY
5.2.1 The Servicer and any Co-Servicer shall cause this Agreement, all
amendments hereto and/or the Receivables Trust Deed and Trust Cash
Management Agreement and/or the RSA and any other necessary
documents relating to the right, title and interest to the Trust
Property of the Beneficiaries and the Receivables Trustee to be
promptly recorded, registered and filed, and at all times to be kept
recorded, registered and filed, all in such manner and in such
places as may be required by law fully to preserve and protect the
right, title and interest of the Beneficiaries or the Receivables
Trustee, as the case may be, to all property comprising the Trust
Property.
5.2.2 The Servicer or any Co-Servicer shall deliver to the Beneficiaries
file-stamped copies of, or filing receipts for, any document
recorded, registered or filed in accordance with Clause 5.2.1, as
soon as available following such recording, registration or filing.
5.2.3 The Transferors and any Additional Transferor shall cooperate fully
with the Servicer and any Co-Servicer in connection with, and shall
execute any and all documents reasonably required to satisfy, the
obligations set out in Clauses 5.2.1 and 5.2.2.
5.2.4 The Servicer and any Co-Servicer will give the Beneficiaries prompt
written notice of any relocation of any office from which it
services Receivables assigned or purported to be assigned to or held
on trust for the Receivables Trustee or keeps records concerning
such Receivables or of its principal executive office.
5.3 GOVERNING LAW AND JURISDICTION
5.3.1 GOVERNING LAW
This Agreement shall be governed by, and construed in accordance
with the laws of England without reference to its conflict of law
provisions, and the obligations, rights and remedies of the parties
hereunder shall be determined in accordance with such laws.
5.3.2 JURISDICTION
(a) 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 submit to the exclusive jurisdiction of such
courts.
(b) Each of the parties hereto irrevocably waives any objection
which it might now or hereafter have to the courts of England
referred to in Clause 5.3.2(a) 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
- 18 -
in connection with this Agreement and agrees not to claim that
any such court is not a convenient or appropriate forum.
(c) Any Successor Servicer or Co-Servicer (if it is not
incorporated in England) shall, in the document appointing such
Successor Servicer or Accession Notice in relation to such
Co-Servicer, appoint some person in England to accept service
of any process on its behalf and shall further undertake to the
other parties hereto that it will at all times during the
continuance of its appointment as Successor Servicer or
Co-Servicer, as the case may be, 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 it may
notify to the parties hereto).
5.4 NOTICES
5.4.1 Unless otherwise stated herein, each communication or notice to be
made hereunder shall be made in writing and may be made by telex,
facsimile or letter.
5.4.2 Any communication, notice or document to be made or delivered by any
one person to another pursuant to this Agreement shall (unless that
other person has by fifteen days' written notice to the other
parties hereto specified another address) be given in accordance
with Clause 16 of the Master Framework Agreement
5.5 SEVERABILITY OF PROVISIONS
If any one or more of the covenants, agreements, provisions or terms of
this Agreement shall for any reason whatsoever be held invalid, then such
covenants, agreements, provisions or terms shall be deemed severable from
the remaining covenants, agreements, provisions or terms of this Agreement
and shall in no way affect the validity or enforceability of the other
provisions of this Agreement or of the rights of the Beneficiaries of the
Receivables Trust.
5.6 ASSIGNMENT
Notwithstanding anything to the contrary contained herein or in the Master
Framework Agreement, (except as provided in paragraph 7 of Schedule 5(B) of
the Master Framework Agreement) , the benefit of this Agreement may not be
assigned by the Servicer or any Co-Servicer without the prior consent of
Investor Beneficiaries representing in aggregate 66 2/3% of the Aggregate
Investor Interest of each Applicable Series.
5.7 FURTHER ASSURANCE
Each of The Royal Bank of Scotland plc, the Servicer and, by its execution
of the relevant Accession Notice, any Co-Servicer agrees to do and perform,
from time to time,
- 19 -
any and all acts and to execute any and all further instruments required or
reasonably requested by the Investor Beneficiaries more fully to effect the
purposes of this Agreement.
5.8 NO WAIVER; CUMULATIVE REMEDIES
No failure to exercise and no delay in exercising, on the part of the
Investor Beneficiaries or any Enhancement Provider, any right, remedy,
power or privilege hereunder, shall operate as a waiver thereof, nor shall
any single or partial exercise of any right, remedy, power or privilege
hereunder preclude any other or further exercise thereof or the exercise of
any other right, remedy, power or privilege. The rights, remedies, powers
and privileges herein provided are cumulative and not exhaustive of any
rights, remedies, powers and privileges provided by law.
5.9 COUNTERPARTS
This Agreement 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.
5.10 ACTIONS BY BENEFICIARIES
5.10.1 Wherever this Agreement provides that an action may be taken or a
notice, demand or instruction given by an Investor Beneficiary, such
action, notice, demand or instruction may be taken or given by any
person directed by the Investor Beneficiaries, and any such action,
notice, demand or instruction shall be deemed to be effective, if
taken or given by such agent (if so appointed and directed) for all
purposes as if the same had been taken or given by the Investor
Beneficiaries. For the avoidance of doubt, such person may include
the Receivables Trustee acting in its capacity as trustee of the
Receivables Trust.
5.10.2 Any request, demand, authorisation, direction, notice, consent,
waiver or other act by a Beneficiary shall bind each and every
successor of such Beneficiary.
5.11 VOTING BY INVESTOR BENEFICIARIES
Wherever provision is made in this Agreement for voting by Investor
Beneficiaries, each Investor Beneficiary (including any Investor
Beneficiary who acts in such capacity in respect of more than one Series)
shall be entitled to one vote in respect of each [GBP]1 of that Investor
Beneficiary's Investor Interest but shall not be obliged to exercise such
votes (or any of them) or to cast all of the votes exercised the same way.
IN WITNESS WHEREOF, the Investor Beneficiary, the Servicer and the Transferor
Beneficiaries have caused this deed to be duly executed and amended and restated
and it is intended and is hereby delivered in Jersey by their duly authorised
representatives on 28 September 2000.
- 20 -
SCHEDULE 1
FORM OF MONTHLY SERVICER'S REPORT
Bloomberg Ticker Number: 11831
RBS/RBSA Credit Card Trust I Series [{circle}]
ABS - Credit Card - Bank, Closing Date: [{circle}]
AS OF:
RATING BALANCE($000) POOL
TRANCHE CURRENT ORIGINAL ORIGINAL CURRENT FACTOR COUPON%
Class A
Class B
Class C
Analyst:
Telephone:
Pay Frequency: Quarterly
Currency: US$
Rev Per Ends:
Expected Mat.:
Structure: Sr/sub Seq Pay
Tax Election: Debt
Amort. Type: Soft Bullet
Transferor The Royal Bank of Scotland plc/RBS Advanta Limited
Originator: The Royal Bank of Scotland plc/RBS Advanta Limited
Servicer: RBS Cards, a division of The Royal Bank of Scotland plc
Trustee: Bank of New York (The)
Underwriter: RBS/SS
NOTES:
1. The class A coupon equals [{circle}]
2. The class B coupon equals [{circle}]
3. The class C coupon equals [{circle}]
- 21 -
POOL PERFORMANCE
Charge off Base Spread to Transferor Min Transferor
------------------------------------------------------------------
MONTH-END RATE YIELD RATE BASE RATE* PERCENT PERCENT
* 3-mo avg.,annual rate
DELINQUENCIES
(% OF POOL) PRIN PAY POOL BAL
-----------------------------------------------------------------
MONTH-END 35 DAYS 65 DAYS 95+ DAYS TOTAL RATE ($MIL)
COLLATERAL INFORMATION
- 22 -
(AS OF:03/26/99)
Seasoning: 0-6 mos. [{circle}] 6-12 mos [{circle}] 12-24 mos. [{circle}]
24-36 mos. [{circle}] 36-48 mos. [{circle}] 48-60 mos. [{circle}]
61-72 mos. 72+ mos.
Geog. Conc.: [{circle}]
Avg Act Bal: [{circle}]
# Of Accts: [{circle}]
Interchange [Yrs/No.]
ORIGINATOR PORTFOLIO
AVG RECS TOTAL GROSS TOT. PAY
YEAR END
($MIL) DELINQ(%) CHARGE-OFFS(%) RATE(%) YIELD(%)
* Through March
SUPPORTING CREDITS
CREDIT
TYPE OF SUPPORT
CLASS SUPPORTING CREDIT ($000) (%)
-----------------------------------------------------
Class A:
Class B: SR/SUB
Class C: SR/SUB
Class B:
Class C: SR/SUB
- 23 -
INVESTOR BENEFICIARY
Executed as a deed by XXXXX XXXXXXX )
on behalf of ) XXXXX XXXXXXX
RBS CARDS SECURITISATION FUNDING LIMITED )
in the presence of XXXXX XXXX )
Name: PROCESS AGENT:
Title Xxxxxxxx Chance Secretaries Limited
Address: 000 Xxxxxxxxxx Xxxxxx
Xxxxxx XX0X 0XX
SERVICER AND FIRST TRANSFEROR BENEFICIARY
Executed as a deed on behalf of )
THE ROYAL BANK OF SCOTLAND PLC )
by its duly authorised attorney ) XXXXXXX XXXXXXX
in the presence of: XXXXX XXXX )
Name:
Title:
Address:
SECOND TRANSFEROR BENEFICIARY
Executed as a deed on behalf of )
RBS ADVANTA )
by its duly authorised attorney ) XXXXXXX XXXXXXX
in the presence of: XXXXX XXXX )
Name:
Title:
Address:
- 24 -
