EXHIBIT 10.5
[GRAPHIC OMITTED]
EXECUTION VERSION
SOUTH GYLE RECEIVABLES TRUSTEE LIMITED
as Receivables Trustee
and
NATIONAL WESTMINSTER BANK PLC
and
THE ROYAL BANK OF SCOTLAND PLC
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SERIES 2005-A
TRUST SECTION 75 INDEMNITY
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This Deed of Indemnity is made in Jersey on 15 December 2005
BETWEEN:
(1) SOUTH GYLE RECEIVABLES TRUSTEE LIMITED, a company incorporated in Jersey
with company registration number 76197 and having its registered office
at 00 Xxxxxxxxx Xxxxxx, Xx. Xxxxxx, Xxxxxx XX0 0XX in its capacity as
trustee of the Receivables Trust (the "RECEIVABLES TRUSTEE", which term
shall include any successor of South Gyle Receivables Trustee Limited in
its capacity as trustee of the Receivables Trust);
(2) THE NATIONAL WESTMINSTER BANK PLC, a public limited company incorporated
in England and Wales with registered number 929027, having its registered
office at 000 Xxxxxxxxxxx, Xxxxxx XX0X 0XX ("NATWEST" in its capacity as
a "TRANSFEROR"); and
(3) THE ROYAL BANK OF SCOTLAND PLC, a public limited company incorporated in
Scotland with registered number 90312, having its registered office at 00
Xxxxxx Xxxxxx, Xxxxxxxxx XX0 0XX ("RBS" in its capacity as a
"TRANSFEROR", and together with NatWest, the "TRANSFERORS", including in
respect of each any successors as permitted assigns).
WHEREAS
(A) Each Transferor is the legal owner of certain Receivables.
(B) Each Transferor has entered into certain agreements pursuant to which it
has agreed to make offers from time to time to transfer by way of
assignment under English law or declarations of trust under Scots law
certain of such Receivables to the Receivables Trustee.
(C) Each Transferor has certain potential liabilities in its capacity as
original Creditor with respect to Receivables under Section 75 of the
Consumer Credit Xxx 0000 (each, a "TRANSFEROR SECTION 75 LIABILITY"). The
Receivables Trustee has agreed to indemnify each Transferor pursuant to
the terms of and subject to the conditions of this Deed in respect of
such claims.
NOW THIS DEED WITNESSETH as follows:
1. INTERPRETATION
1.1 Whenever used in this Deed and in the Recitals hereto, the words and
phrases defined in the Master Framework Agreement dated 27 March 2000 (as
amended, modified, novated or supplemented from time to time) and made
by, inter alios, the Receivables Trustee and RBS shall, unless otherwise
defined herein or the context requires otherwise, bear the same meanings
herein.
1.2 Wherever used in this Deed and in the Recitals hereto, the words
"Supplier", "Creditor" and "Debtor" shall bear the meanings ascribed
thereto in the Consumer Credit Xxx 0000.
1.3 In Clause 3 of this Deed, with respect to the Series designated "Series
2005-A" ("SERIES 2005-A"), the words "AGGREGATE INVESTOR INDEMNITY
AMOUNT", "APPLICABLE SERIES" and "AVAILABLE SPREAD" shall bear the same
meanings herein as used in the Series Supplement dated 15 December 2005
to the Receivables Trust Deed and Trust Cash Management Agreement (the
"SERIES 2005-A SUPPLEMENT").
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2. INDEMNITY
The Receivables Trustee hereby undertakes to indemnify severally and hold
harmless on demand each Transferor in respect of any loss, cost or
expense suffered or incurred by such Transferor arising from or in
connection with any claim or set-off by any Obligor with respect to any
Transferor Section 75 Liability with respect to Receivables constituting
Trust Property; PROVIDED, HOWEVER, that:
(i) any actual recovery by such Transferor:
(a) in accordance with its statutory right of indemnification
from Suppliers; and
(b) made pursuant to its rights of "CHARGE-BACK" (if any) under
the operating regulations of the relevant payment system in
respect of the transaction giving rise to the relevant
Transferor Section 75 Liability,
will be applied to reduce the loss of the relevant Transferor for
the purpose of ascertaining claims under this Deed and to
reimburse the Receivables Trustee if it has previously made
payment under this Deed with respect to such loss; and
(ii) the maximum liability of the Receivables Trustee hereunder in
respect of any Transferor Section 75 Liability will be limited to
an amount equal to the Credit Advance relating to the transaction
giving rise to that Transferor Section 75 Liability.
3. Claims made by any Transferor pursuant to this Deed will only be payable
to the extent the amount of the Aggregate Investor Indemnity Amount
allocable to Series 2005-A at any time can be met from Available Spread
available to Series 2005-A for distribution for such purposes in
accordance with the Series 2005-A Supplement.
4. This Deed shall be governed and construed in accordance with the laws of
England.
5. 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 Deed, and for
such purposes, irrevocably submit to the exclusive jurisdiction of such
courts.
6. 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 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 agrees not to claim that any such
court is not a convenient or appropriate forum.
7. This Deed may be executed by the parties hereto in separate counterparts
and any single counterpart or set of counterparts executed and delivered
by all of the parties hereto shall constitute a full and original
agreement for all purposes; provided, however, that this Deed shall not
be effective until executed (in counterpart) by the signatories that are
resident in Jersey, and such signatories shall be deemed to be the last
signatories to execute this Deed.
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IN WITNESS whereof this Deed has been executed and delivered as a deed by and on
behalf of the parties hereto and is intended to be and is hereby delivered on
the date above written.
EXECUTED as a deed for and on behalf of )
SOUTH GYLE RECEIVABLES )
TRUSTEE LIMITED )
by one of its directors )
in the presence of: )
PROCESS AGENT:
Xxxxxxxx Chance Secretaries Limited
00 Xxxxx Xxxx Xxxxxx
Xxxxxx X00 0XX
EXECUTED as a deed by )
NATIONAL WESTMINSTER BANK PLC )
by its duly authorised )
attorney in the presence of: )
EXECUTED as a deed by )
THE ROYAL BANK OF SCOTLAND PLC )
by its duly authorised )
attorney in the presence of: )
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