EXHIBIT 4.1
XXXXXXXX LIMITED LIABILITY PARTNERSHIP
CHANCE
EXECUTION VERSION
ARRAN FUNDING LIMITED
AND
THE BANK OF NEW YORK, NEW YORK BRANCH
AND
THE BANK OF NEW YORK, LONDON BRANCH
AND
RBS CARDS SECURITISATION FUNDING LIMITED
AND
THE ROYAL BANK OF SCOTLAND PLC
AND
THE ROYAL BANK OF SCOTLAND INTERNATIONAL LIMITED
_____________________________________________
ARRAN FUNDING NOTE TRUST DEED SUPPLEMENT
SUPPLEMENTAL TO THE ARRAN FUNDING NOTE TRUST DEED
DATED 16 NOVEMBER 2005
SERIES 2005-A NOTES DUE 2010
ISSUED UNDER THE
ARRAN FUNDING MEDIUM TERM NOTE PROGRAMME
_____________________________________________
CONTENTS
CLAUSE PAGE
1. Definitions............................................................2
2. Provisions Supplemental To The Arran Funding Note Trust Deed...........8
3. Amount, Form And Status Of The Notes...................................8
4. Issuer's Undertaking And Covenant To Pay ..............................9
5. Negative Covenants.....................................................9
6. Creation Of Fixed Security.............................................9
7. Representation And Warranty By The Issuer.............................11
8. Notice Of Security....................................................12
9. Redemption And Release................................................12
10. Continuance Of Security...............................................13
11. Payments Prior To Enforcement.........................................13
12. Security Enforceable..................................................14
13. Enforcement...........................................................14
14. Covenants Of Swap Counterparty........................................15
15. Consent To Supplements And Variations.................................16
16. Miscellaneous.........................................................16
17. Accession.............................................................16
18. Governing Law.........................................................17
Schedule 1 Supplement To Terms And Conditions Of The Notes..............18
Schedule 2 Addition To Clause 12 Of The Arran Funding Note Trust Deed...19
Schedule 3 Form Of Notice To Transaction Parties........................28
Part 1 Notice Of Assignment..................................................28
Part 2 Acknowledgement Of Assignment.........................................29
Schedule 4 Notice Of Assignment - Jersey Bank Accounts..................30
Schedule 5 Notice Of Assignment - Loan Note.............................33
Schedule 6 Notice Of Assignment - Loan Note Security Interests..........36
Execution Pages..............................................................39
THIS ARRAN FUNDING NOTE TRUST DEED SUPPLEMENT is made on 15 December 2005
BETWEEN:
(1) ARRAN FUNDING LIMITED, a limited company incorporated in Jersey, Channel
Islands (registered number 88474) whose registered office is at 00
Xxxxxxxxx Xxxxxx, Xx. Xxxxxx, Xxxxxx, Xxxxxxx Xxxxxxx XX0 0XX (the
"ISSUER");
(2) THE BANK OF NEW YORK, a New York banking corporation acting through its
office at 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, XXX 00000 as principal
paying agent, agent bank, registrar and transfer agent under the Agency
Agreement and (in such respective capacities, the "PRINCIPAL PAYING
AGENT", the "AGENT BANK", the "REGISTRAR" and the "TRANSFER AGENT");
(3) THE BANK OF NEW YORK, a New York banking corporation acting through its
office at Xxx Xxxxxx Xxxxxx, Xxxxxx X00 0XX as paying agent (the "PAYING
AGENT" and, together with the Principal Paying Agent, the "PAYING
AGENTS"), as note trustee (the "NOTE TRUSTEE"), which expression shall
include such company and all other persons for the time being acting as
the trustee or trustees under the Arran Funding Note Trust Deed and as
security trustee (the "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;
(4) RBS CARDS SECURITISATION FUNDING LIMITED, a company incorporated in
Jersey, Channel Islands with registered number 76199, having its
registered office at Royal Xxxx Xxxxx, 00 Xxxx Xxxxxx, Xxxxxx XX0 0XX,
Channel Islands (the "LOAN NOTE ISSUER");
(5) THE ROYAL BANK OF SCOTLAND PLC, a bank incorporated in Scotland, whose
registered office is located at 00 Xx Xxxxxx Xxxxxx, Xxxxxxxxx XX0 0XX
and acting through an office at 000 Xxxxxxxxxxx, Xxxxxx, XX0X 0XX as
swap counterparty under each of the Swap Agreements (in such respective
capacities, the "CLASS A SWAP COUNTERPARTY", the "CLASS B SWAP
COUNTERPARTY" and the "CLASS C SWAP COUNTERPARTY", together the "SWAP
COUNTERPARTY"); and
(6) THE ROYAL BANK OF SCOTLAND INTERNATIONAL LIMITED, whose registered
office is at Royal Xxxx Xxxxx, 00 Xxxx Xxxxxx, Xxxxxx XX0 0XX in its
capacity as the Jersey bank account operator (the "JERSEY BANK ACCOUNT
OPERATOR") and as the account bank (the "ACCOUNT BANK").
WHEREAS
(A) The Issuer has established the Programme for the issuance of Notes
pursuant to the terms of the Arran Funding Note Trust Deed.
(B) This Arran Funding Note Trust Deed Supplement is supplemental to the
Arran Funding Note Trust Deed. The Principal Paying Agent, the Paying
Agent, the Agent Bank and the Swap Counterparty wish to accede to the
Arran Funding Note Trust Deed pursuant to this Arran Funding Note Trust
Deed Supplement.
(C) By virtue of Clause 2 (Amount and Issue of the Series of Notes) of the
Arran Funding Note Trust Deed, the Issuer is at liberty (subject as
therein provided) to create and issue new Series of Notes,
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each Series of Notes to be constituted by an Arran Funding Note Trust
Deed Supplement to the Arran Funding Note Trust Deed upon such terms as
the Issuer may determine.
(D) The Issuer has by resolution of its board of directors authorised the
issue of $2,500,000,000 in aggregate principal amount of the Series
2005-A Notes to be constituted and secured in the manner hereinafter
appearing.
(E) The Principal Paying Agent has agreed to act as principal paying agent
in respect of the Series 2005-A Notes.
(F) The Note Trustee has agreed to act as trustee in relation to the Series
2005-A Notes upon and subject to the terms and conditions hereinafter
contained.
(G) The issue of the Series 2005-A Notes will not cause the Programme Limit
to be exceeded.
(H) The Security Trustee, the Loan Note Issuer and the Account Bank are each
party to this Arran Funding Note Trust Deed Supplement for the purpose
of acknowledging the notice of assignment contained in Clause 6.2
herein.
NOW THIS ARRAN FUNDING NOTE TRUST DEED SUPPLEMENT WITNESSES AND IT IS HEREBY
AGREED AND DECLARED as follows:
1. DEFINITIONS
1.1 Unless defined herein or the context requires otherwise, the words and
phrases defined in (i) the master framework agreement dated 16 November
2005 as amended and restated from time to time between, inter alios, the
Issuer and the Note Trustee (the "ARRAN FUNDING MASTER FRAMEWORK
AGREEMENT") (ii) the Arran Funding Note Trust Deed (iii) the Terms and
Conditions set out in Schedule 1 to the Arran Funding Note Trust Deed
(as amended and supplemented by Schedule 1 hereto) (the "CONDITIONS")
and (iv) the Trust Master Framework Agreement, shall have the same
meanings in this Arran Funding Note Trust Deed Supplement. In the case
of any inconsistency between the defined terms in each of the said
documents, such definitions shall take precedence in the following order
with respect to Series 2005-A only: this Arran Funding Note Trust Deed
Supplement, the Conditions, the Arran Funding Note Trust Deed, the Arran
Funding Master Framework Agreement and the Trust Master Framework
Agreement.
1.2 INCORPORATION OF COMMON TERMS
Except as provided below, the Common Terms apply to this Arran Funding
Note Trust Deed Supplement, where applicable, and shall be binding on
the parties to this Arran Funding Note Trust Deed Supplement and the
Noteholders as if set out in full in this Arran Funding Note Trust Deed
Supplement.
1.3 AMENDMENT TO COMMON TERMS
The Common Terms are, for the purposes of this Arran Funding Note Trust
Deed Supplement, amended so that Paragraph 1 (Further Assurance) of the
Common Terms applies to this Arran Funding Note Trust Deed Supplement as
if set out in full in this Arran Funding Note Trust Deed Supplement, and
as if the Issuer were the Obligor (as defined therein) and the Note
Trustee were the Obligee (as defined therein).
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1.4 CONFLICT WITH COMMON TERMS
If there is any conflict between the provisions of the Common Terms and
the provisions of this Arran Funding Note Trust Deed Supplement, the
provisions of this Arran Funding Note Trust Deed Supplement shall
prevail, save for where any provision of this Arran Funding Note Trust
Deed Supplement relates to VAT, in which case the provisions of the
Common Terms shall prevail.
1.5 In this Arran Funding Note Trust Deed Supplement:
"ARRAN FUNDING NOTE TRUST DEED SUPPLEMENT" means, in respect of Series
2005-A only, this Arran Funding Note Trust Deed Supplement;
"CLASS A DISTRIBUTION LEDGER" means the ledger so named with respect to
the Series 2005-A Issuer Distribution Account;
"CLASS A MONTHLY DISTRIBUTION AMOUNT" has the meaning given to it in the
Series 2005-A Supplement;
"CLASS A MONTHLY DISTRIBUTION DEBT AMOUNT" has the meaning given to it
in Clause 12.8.1 of Schedule 2 of this Arran Funding Note Trust Deed
Supplement;
"CLASS A MONTHLY PRINCIPAL AMOUNT" has the meaning given to it in the
Series 2005-A Supplement;
"CLASS A NOTES" means the $2,175,000,000 Class A Floating Rate Asset
Backed Notes due 2010;
"CLASS A NOTEHOLDERS" means the Noteholders of Class A Notes.
"CLASS A SWAP AGREEMENT" means the currency and interest rate swap
agreement relating to the Class A Notes of Series 2005-A entered into on
or about the date of this Arran Funding Note Trust Deed Supplement
between the Issuer and the Class A Swap Counterparty in relation to the
exchange of US dollar amounts and sterling amounts;
"CLASS B DISTRIBUTION LEDGER" means the ledger so named with respect to
the Series 2005-A Issuer Distribution Account;
"CLASS B MONTHLY DISTRIBUTION AMOUNT" has the meaning given to it in the
Series 2005-A Loan Note Supplement;
"CLASS B MONTHLY PRINCIPAL AMOUNT" has the meaning given to it in the
Series 2005-A Supplement;
"CLASS B NOTES" means the $175,000,000 Class B Floating Rate Asset
Backed Notes due 2010;
"CLASS B NOTEHOLDERS" means the Noteholders of Class B Notes.
"CLASS B SWAP AGREEMENT" means the currency and interest rate swap
agreement relating to the Class B Notes of Series 2005-A entered into on
or about the date of this Arran Funding Note Trust Deed Supplement
between the Issuer and the Class B Swap Counterparty in relation to the
exchange of US dollar amounts and sterling amounts;
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"CLASS C DISTRIBUTION LEDGER" means the ledger so named with respect to
the Series 2005-A Issuer Distribution Account;
"CLASS C MONTHLY DISTRIBUTION AMOUNT" has the meaning given to it in the
Series 2005-A Supplement;
"CLASS C MONTHLY DISTRIBUTION DEBT AMOUNT" has the meaning given to it
in Clause 12.8.1 of Schedule 2 of this Arran Funding Note Trust Deed
Supplement;
"CLASS C MONTHLY PRINCIPAL AMOUNT" has the meaning given to it in the
Series 2005-A Supplement;
"CLASS C NOTES" means the $150,000,000 Class C Floating Rate Asset
Backed Notes due 2010;
"CLASS C NOTEHOLDERS" means the Noteholders of Class C Notes.
"CLASS C SWAP AGREEMENT" means the currency and interest rate swap
agreement relating to the Class C Notes of Series 2005-A entered into on
or about the date of this Arran Funding Note Trust Deed Supplement
between the Issuer and the Class C Swap Counterparty in relation to the
exchange of US dollar amounts and sterling amounts;
"CONTROLLED ACCUMULATION PERIOD" means, in respect of Series 2005-A,
unless an Amortisation Period has earlier commenced, the period
commencing on the opening of business on the Controlled Accumulation
Period Commencement Date for Series 2005-A or such later date as is
determined in accordance with the provisions of the Series 2005-A
Supplement and ending on the first to occur of (a) the commencement of
an Amortisation Period for Series 2005-A (b) the day the outstanding
principal amount of the Series 2005-A Loan Note is reduced to zero and
(c) the date specified in the Final Terms;
"CONTROLLED ACCUMULATION PERIOD COMMENCEMENT DATE" means the date
specified as such in the Final Terms;
"DEALERS" means, The Royal Bank of Scotland plc, Greenwich Capital
Markets, Inc., Banc of America Securities LLC, Citigroup Global Markets
Inc. and X.X. Xxxxxx Securities Inc.;
"DEFERRED SUBSCRIPTION PRICE" means the deferred subscription price paid
to the Loan Note Issuer by the Issuer as additional consideration for
the issuance by the Loan Note Issuer of the Series 2005-A Loan Note to
the Issuer;
"DOCUMENTS" shall, in respect of Series 2005-A, have the meaning given
to "SERIES 2005-A DOCUMENTS";
"EXCESS SPREAD LEDGER" means the ledger so named with respect to the
Series 2005-A Issuer Distribution Account;
"EXPENSES LOAN LEDGER" means the ledger so named with respect to the
Series 2005-A Issuer Distribution Account;
"FINAL REDEMPTION DATE" means, in respect of Series 2005-A, 15 December
2010;
"FINAL TERMS" means, in respect of Series 2005-A only, the final terms
dated 8 December 2005 in respect of the Series 2005-A Notes;
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"FIRST INTEREST PAYMENT DATE" means the date specified in the Final
Terms;
"FURTHER INTEREST" shall, in respect of the Series 2005-A Loan Note,
have the meaning given to it in the Series 2005-A Loan Note Supplement;
"INTEREST COMMENCEMENT DATE" means the date specified in the Final
Terms;
"ISSUE DATE" means 15 December 2005;
"ISSUER COSTS AMOUNT" shall have the meaning given to it in the Series
2005-A Supplement;
"ISSUER COSTS LEDGER" means the ledger so named with respect to the
Series 2005-A Issuer Distribution Account;
"ISSUER JERSEY SECURED PROPERTY" shall, in respect of Series 2005-A,
have the meaning given to "SERIES 2005-A ISSUER JERSEY SECURED
PROPERTY";
"ISSUER JERSEY SECURITY INTEREST" shall, in respect of Series 2005-A,
have the meaning given to "SERIES 2005-A ISSUER JERSEY SECURITY
INTEREST";
"ISSUER PROFIT AMOUNT" shall have the meaning given to it in the Series
2005-A Supplement;
"ISSUER PROFIT LEDGER" means the ledger so named with respect to the
Series 2005-A Issuer Distribution Account;
"LEAD DEALERS" means, in respect of Series 2005-A, The Royal Bank of
Scotland PLC and Greenwich Capital Markets, Inc.;
"MONTHLY EXPENSES LOAN AMOUNT" shall have the meaning given to it in the
Series 2005-A Supplement;
"MONTHLY PERIOD" means the period from and including the first day of a
calendar month to and including the last day of the same calendar month;
"NOTEHOLDERS" shall be construed in accordance with the definition of
Series 2005-A Notes in this Arran Funding Note Trust Deed Supplement;
"SCHEDULED REDEMPTION DATE" means 15 December 2008;
"SECURED OBLIGATIONS" shall, in respect of Series 2005-A only, have the
same meaning as "SERIES 2005-A SECURED OBLIGATIONS";
"SECURED PROPERTY" shall, in respect of Series 2005-A only, have the
same meaning as "SERIES 2005-A SECURED PROPERTY";
"SECURITY" shall, in respect of Series 2005-A only, have the same
meaning as "SERIES 2005-A SECURITY";
"SECURITY DOCUMENTS" shall, in respect of Series 2005-A only, have the
same meaning as "SERIES 2005-A SECURITY DOCUMENTS";
"SERIES 2005-A" means the series of Notes designated as such in
accordance with the Final Terms;
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"SERIES 2005-A CHARGED ACCOUNTS" means the Series 2005-A Issuer
Distribution Account and any bank or other account in which the Issuer
may at any time acquire a Benefit in relation to Series 2005-A and over
which the Issuer has created an Encumbrance in favour of the Note
Trustee pursuant to the Arran Funding Note Trust Deed or this Arran
Funding Note Trust Deed Supplement in respect of Series 2005-A;
"SERIES 2005-A DOCUMENTS" means, in relation to Series 2005-A only, the
Series 2005-A Loan Note Supplement, each Swap Agreement, this Arran
Funding Note Trust Deed Supplement, the Series 2005-A Subscription
Agreement and any other documents in relation to Series 2005-A to which
the Issuer is a party;
"SERIES 2005-A ISSUER DISTRIBUTION ACCOUNT" means the account so named
in relation to Series 2005-A opened pursuant to the Issuer Distribution
Account Bank Agreement and the relevant Mandate;
"SERIES 2005-A ISSUER JERSEY SECURED PROPERTY" shall mean in respect of
Series 2005-A, to the extent that the following constitute Jersey
Assets:
(a) all the Issuer's Benefit in the Series 2005-A Loan Note;
(b) the Issuer's Benefit in the security interest created in favour
of the Security Trustee by the Loan Note Issuer in accordance
with the Jersey Security Interests Law pursuant to the Series
2005-A Loan Note Supplement in respect of the Series 2005-A
Loan Note; and
(c) all the Issuer's Benefit in the Series 2005-A Issuer
Distribution Account or to the relevant ledger of any bank or
other account in which the Issuer may at any time in respect of
Series 2005-A have any Benefit,
including without limitation all rights to receive payment of any amount which
may become payable to the Issuer thereunder (in respect of Series 2005-A) or
payments received by the Issuer thereunder (in respect of Series 2005-A) or
rights to serve notices and/or to take such steps as are required to cause
payments to become due and payable thereunder and all rights of action in
respect of any breach thereof and all rights to receive damages or obtain other
relief in respect thereto;
"SERIES 2005-A ISSUER JERSEY SECURITY INTEREST" means, in relation to Series
2005-A, the security interests of the Note Trustee created pursuant to this
Arran Funding Note Trust Deed Supplement in accordance with the Jersey Security
Interests Law (and as secured party for the purposes of the Jersey Security
Interests Law) in the Series 2005-A Issuer Jersey Secured Property;
"SERIES 2005-A LOAN NOTE" means the loan note issued by the Loan Note Issuer to
the Issuer under the Series 2005-A Loan Note Supplement;
"SERIES 2005-A LOAN NOTE SUPPLEMENT" means, in respect of Series 2005-A, the
loan note supplement relating to Series 2005-A dated 15 December 2005 to the
Security Trust Deed;
"SERIES 2005-A NOTES" means the Class A Notes, the Class B Notes and the Class
C Notes issued in accordance with the Final Terms;
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"SERIES 2005-A SECURED CREDITORS" means, the Secured Creditors with
respect to the Series 2005-A Secured Obligations;
"SERIES 2005-A SECURED OBLIGATIONS" means all amounts due to the Secured
Creditors in accordance with the Series 2005-A Documents (other than the
Series 2005-A Subscription Agreement) and any other amounts payable by
the Issuer under the Arran Funding Note Trust Deed which the Note
Trustee determines in its sole discretion are referable or allocable to
Series 2005-A;
"SERIES 2005-A SECURED PROPERTY" means, with respect to Series 2005-A,
the property of the Issuer from time to time subject, or expressed to be
subject, to the Series 2005-A Security created pursuant to this Arran
Funding Note Trust Deed Supplement and any part of that property of the
Issuer subject to the security created pursuant to the Arran Funding
Note Trust Deed to the extent it is not subject to a prior charge;
"SERIES 2005-A SECURITY" means the security created or intended to be
created, or which may at any time be intended to be created, in favour
of the Note Trustee with respect to Series 2005-A, by or pursuant to
this Arran Funding Note Trust Deed Supplement and Clause 4 of the Arran
Funding Note Trust Deed;
"SERIES 2005-A SECURITY DOCUMENTS" means, in relation to Series 2005-A,
the Arran Funding Note Trust Deed and this Arran Funding Note Trust Deed
Supplement (including the Conditions);
"SERIES 2005-A SUBSCRIPTION AGREEMENT" means the Subscription Agreement
relating to the Series 2005-A Notes;
"SERIES 2005-A SUPPLEMENT" means the supplement dated 15 December 2005
to the RTDTCMA relating to Series 2005-A;
"SWAP AGREEMENTS" means the Class A Swap Agreement, the Class B Swap
Agreement or the Class C Swap Agreement and "SWAP AGREEMENT" means each
of them; and
"SWAP TERMINATION AMOUNT" means any termination amount payable by either
party to any Swap Agreement.
2. PROVISIONS SUPPLEMENTAL TO THE ARRAN FUNDING NOTE TRUST DEED
2.1 PROVISIONS VARYING AND SUPPLEMENTING ARRAN FUNDING NOTE TRUST DEED
The Arran Funding Note Trust Deed shall be supplemented and varied in
the manner and to the extent set out below and shall from the Issue Date
be read and construed for all purposes as supplemented and varied as set
out in Schedule 2 herein and the security trust in respect of Series
2005-A shall be constituted in accordance with the provisions of the
Arran Funding Note Trust Deed as supplemented by this Arran Funding Note
Trust Deed Supplement:
2.1.1 Clause 1 of the Arran Funding Note Trust Deed shall be
interpreted with respect to Series 2005-A in accordance with
the interpretation provision set out in Clause 1.1 herein and
supplemented and varied with respect to Series 2005-A by the
addition of the definitions set out herein;
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2.1.2 The requirements of Clause 2.2.6 shall not apply and are hereby
waived in respect of this Arran Funding Note Trust Deed
Supplement with respect to Series 2005-A;
2.1.3 the Conditions set out in Schedule 1 to the Arran Funding Note
Trust Deed shall be supplemented or varied, as applicable, with
respect to Series 2005-A as provided in Schedule 1 herein; and
2.1.4 Clause 12 (Application of Moneys) of the Arran Funding Note
Trust Deed shall be supplemented by the additional provisions
set out in Schedule 2 herein. Clauses 12.6 to 12.12 (inclusive)
of the Arran Funding Note Trust Deed, as set out in Schedule 2
herein, shall be applicable only to Series 2005-A.
3. AMOUNT, FORM AND STATUS OF THE NOTES
3.1 The Series 2005-A Notes are constituted by and issued in accordance with
the Arran Funding Note Trust Deed and this Arran Funding Note Trust Deed
Supplement in the aggregate sterling equivalent principal amount of
[POUND]1,445,086,705. Each of the Series 2005-A Notes shall be in
registered form and shall be substantially in the form set out in
Schedule 2 of the Arran Funding Note Trust Deed. The Authorised
Denomination of the Class A Notes, the Class B Notes and the Class C
Notes is $100,000 and amounts in excess thereof which are an integral
multiple of $10,000.
3.2 The Series 2005-A Notes shall be secured by the Encumbrances set out in
Clause 6 (Creation of Fixed Security) of this deed and Clause 4
(Security) of the Arran Funding Note Trust Deed.
3.3 The Series 2005-A Notes will initially be represented by Global Note
Certificates in the form contained in Schedule 2 Part A (Form of Global
Note Certificate) of the Arran Funding Note Trust Deed. Interests in the
Global Note Certificate shall be exchangeable, in accordance with their
terms for Individual Note Certificates in the form contained in Schedule
2 Part B (Form of Individual Note Certificate) of the Arran Funding Note
Trust Deed. The Individual Note Certificates will be security printed in
accordance with applicable legal and stock exchange requirements and
will be endorsed with the Conditions. The Global Note Certificates and
the Note Certificates will be signed manually or in facsimile by a duly
authorised person designated by the Issuer and will be authenticated
manually by or on behalf of the Registrar. Note Certificates so executed
and authenticated will be binding and valid obligations of the Issuer.
3.4 So long as any of the Series 2005-A Notes remains outstanding, the
Issuer shall not, save to the extent permitted or contemplated by the
Series 2005-A Documents or with the prior written consent of the Note
Trustee, sell or otherwise dispose of the Series 2005-A Secured Property
or any interest therein or purport to do so or create or permit to exist
any Encumbrance whatsoever upon or affecting any of the Series 2005-A
Secured Property other than as contemplated by this Arran Funding Note
Trust Deed Supplement and the Arran Funding Note Trust Deed.
3.5 DEPOSIT OF PROCEEDS OF NOTES
In order for the issue and due authentication and delivery of the Series
2005-A Notes referred to in Clause 3.1 to be effected, payments of
subscription monies for the Series 2005-A Notes shall be made in favour
of the Issuer or to its order in such account as specified or directed
by Issuer for value on the Issue Date by the Dealers, being a sterling
equivalent amount equal to [POUND]1,445,086,705;
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3.6 EXERCISE OF RIGHTS
For the purposes of the Arran Funding Note Trust Deed and this Arran
Funding Note Trust Deed Supplement all rights, obligations and duties of
the Issuer shall be exercised by or at the direction of the Issuer prior
to the service of an Enforcement Notice in respect of Series 2005-A and,
after the service of an Enforcement Notice in respect of Series 2005-A,
shall be exercised by the Note Trustee.
4. ISSUER'S UNDERTAKING AND COVENANT TO PAY
4.1 The Issuer undertakes to the Note Trustee (for its own account and as
trustee for the other Series 2005-A Secured Creditors) that it shall
duly, unconditionally and punctually pay and discharge to each of the
Series 2005-A Secured Creditors when due all monies and liabilities
whatsoever constituting the Series 2005-A Secured Obligations.
4.2 The Note Trustee shall hold the benefit of the covenant in Clause 3.1
(Covenant to Pay) of the Arran Funding Note Trust Deed as incorporated
herein on trust for itself and the holders of the Series 2005-A Notes
according to their respective interests.
5. NEGATIVE COVENANTS
The Issuer covenants to the Note Trustee on the terms of the Issuer
Covenants.
6. CREATION OF FIXED SECURITY
6.1 As continuing security for the payment or discharge of the Series 2005-A
Secured Obligations save to the extent that they constitute Jersey
Assets and subject to Clause 9 (Redemption and Release) the Issuer with
full title guarantee, in favour of the Note Trustee for the Note Trustee
itself and on trust for the Series 2005-A Secured Creditors, hereby:
6.1.1 assigns by way of first fixed security all the Issuer's Benefit
in the Series 2005-A Loan Note;
6.1.2 assigns by way of first fixed security the Issuer's Benefit in
the security interest created in favour of the Security Trustee
by the Loan Note Issuer pursuant to the Series 2005-A Loan Note
Supplement in respect of the Series 2005-A Loan Note; and
6.1.3 assigns by way of first fixed security all the Issuer's Benefit
in the Series 2005-A Issuer Distribution Account or to the
relevant ledger of any bank or other account in which the
Issuer may at any time in respect of Series 2005-A have any
Benefit,
6.1.4 assigns by way of first fixed security the Issuer's Benefit in
each Series 2005-A Document (other than this Arran Funding Note
Trust Deed Supplement and the Series 2005-A Subscription
Agreement) (and sums received or recoverable thereunder); and
including without limitation all rights to receive payment of any amount
which may become payable to the Issuer thereunder (in respect of Series
2005-A) or payments received by the Issuer thereunder (in respect of
Series 2005-A) or rights to serve notices and/or to take such steps as
are required to cause payments to become due and payable thereunder and
all rights of action in respect of any breach thereof and all rights to
receive damages or obtain other relief in respect thereto
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For the purposes of perfection and in connection with the creation of
the security interests pursuant hereto the Issuer agrees to give all
notices of assignment necessary to perfect the security interests
(including, but not limited to, any which may from time to time be
deemed necessary by the Note Trustee).
6.2 NOTICE OF ASSIGNMENT
The Issuer hereby gives irrevocable notice to each of the Loan Note
Issuer, the Security Trustee and the Account Bank of the assignment by
way of security made by the Issuer to the Note Trustee on trust (for
itself and the other Series 2005-A Secured Creditors) under Clause 6.1,
which notice the Loan Note Issuer, the Security Trustee and the Account
Bank each acknowledge by execution of this Arran Funding Note Trust Deed
Supplement.
For the avoidance of doubt:
6.2.1 the execution of this Arran Funding Note Trust Deed Supplement
by the Security Trustee, the Principal Paying Agent, the Agent
Bank, the Paying Agent, the Registrar, the Transfer Agent and
the Swap Counterparty (the "ACKNOWLEDGING PARTIES") is not
intended to modify, alter or change and shall not modify, alter
or change the Issuer's rights and obligations under any other
documents to which it is a party; and
6.2.2 the covenants set out in Condition 4 of the Series 2005-A Loan
Note are given solely to the Issuer as holder of the Series
2005-A Loan Note and not to any of the Acknowledging Parties
(other than the Note Trustee if and to the extent so provided
in this Arran Funding Note Trust Deed Supplement).
6.3 JERSEY SECURITY ASSIGNMENT IN RESPECT OF SERIES 2005-A
To the intent that the Note Trustee (as trustee for itself and the other
Series 2005-A Secured Creditors) shall have security interests in
accordance with the Jersey Security Interests Law in the Series 2005-A
Issuer Jersey Secured Property, the Issuer as beneficial owner and
subject always to Clause 9 (Redemption and Release) for the payment and
discharge of the Series 2005-A Secured Obligations hereby assigns to the
Note Trustee (as trustee for itself and the other Series 2005-A Secured
Creditors) the Series 2005-A Issuer Jersey Secured Property.
6.4 JERSEY SECURITY INTERESTS LAW
For the purposes of Article 3 of the Jersey Security Interests Law, and
for the avoidance of doubt, it is hereby agreed as follows:
6.4.1 the debtor in respect of the creation of the Series 2005-A
Issuer Jersey Security Interest is the Issuer;
6.4.2 the secured party in respect of the creation of the Series
2005-A Issuer Jersey Security Interest is the Note Trustee
(acting on behalf of the Series 2005-A Secured Creditors) and
all rights in connection therewith are to be exercised by the
Note Trustee (on its behalf and on behalf of the Series 2005-A
Secured Creditors) in accordance with the terms of this Arran
Funding Note Trust Deed Supplement and the Jersey Security
Interests Law;
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6.4.3 the Secured Property in respect of which the Series 2005-A
Issuer Jersey Security Interest is created comprises the Series
2005-A Issuer Jersey Secured Property;
6.4.4 the events of default in respect of the Series 2005-A Issuer
Jersey Security Interest are the events set out in Condition 10
of the Series 2005-A Notes under the heading "Events of
Default"; and
6.4.5 the obligations in respect of which the Series 2005-A Issuer
Jersey Security Interest is created comprise the Series 2005-A
Secured Obligations.
7. REPRESENTATION AND WARRANTY BY THE ISSUER
7.1 The Issuer represents and warrants to the Note Trustee that:
7.1.1 it has taken all necessary steps to enable it to create the
Series 2005-A Security in respect of the Series 2005-A Secured
Property in accordance with this Arran Funding Note Trust Deed
Supplement and has taken no action or steps which will or may
prejudice its right, title and interest in, to and under the
Series 2005-A Secured Property; and
7.1.2 this Arran Funding Note Trust Deed Supplement creates the
Series 2005-A Security it purports to create and such Series
2005-A Security is not liable to be avoided or otherwise set
aside in the winding-up of the Issuer.
7.2 COMPLIANCE WITH THE FINANCIAL SERVICES AND MARKETS ACT 2000
The Note Trustee represents and warrants to the Issuer that it is an
authorised person under Section 19 of Financial Services and Markets Xxx
0000 or does not need to be so in order to enforce its rights under the
Series 2005-A Documents.
8. NOTICE OF SECURITY
8.1 ISSUER'S NOTICES
The Issuer shall, within seven days of the date hereof, give notice of
the Series 2005-A Security to all relevant parties including the
following notices:
8.1.1 to the Account Bank, a Notice of Assignment to the Account Bank
in the form of Schedule 3 Part 1 (Notice of Assignment); and
8.1.2 to each of the other parties to the Series 2005-A Documents, a
Notice of Assignment to Transaction Parties in the form of
Schedule 3 Part 1 (Notice of Assignment).
8.2 ACKNOWLEDGEMENTS OF NOTICES
The Issuer shall use all reasonable efforts to procure that each
Transaction Party which receives a Notice of Assignment acknowledges
receipt of such notice in the form of Schedule 3 Part 2 (Acknowledgement
of Assignment).
8.3 JERSEY SECURITY ASSIGNMENT
The Issuer covenants to give notices of assignments to each party from
whom the Issuer is entitled to claim the Series 2005-A Issuer Jersey
Secured Property and to procure the
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acknowledgement of such parties thereto, such notices and
acknowledgements to be substantially in the form set out in Schedule 4
(Form of Notice of Assignment - Jersey Bank Accounts), Schedule 5 (Form
of Notice of Assignment - Loan Note), Schedule 6 (Form of Notice of
Assignment - Loan Note security interests).
9. REDEMPTION AND RELEASE
9.1 RELEASE ON PAYMENT OR DISCHARGE
Upon proof being given to the satisfaction of the Note Trustee as to the
irrevocable and unconditional payment or discharge of the Series 2005-A
Secured Obligations, the Note Trustee will, at the request and cost of
the Issuer, release, discharge or reassign the Series 2005-A Secured
Property to the Issuer or any other person entitled thereto of whom the
Note Trustee has notice.
9.2 Following irrevocable discharge in full of the Series 2005-A Secured
Obligations in respect of Series 2005-A of which the Note Trustee has
notice, the Note Trustee shall reassign to the Issuer the Series 2005-A
Issuer Jersey Secured Property in respect of Series 2005-A.
9.3 NO AVOIDANCE
No assurance, security or payment which is avoided under any enactment
relating to bankruptcy or under Sections 238 to 245 or Section 423 of
the Insolvency Act or any equivalent provision of common law and no
release, settlement or discharge given or made by the Note Trustee in
reliance on any such assurance, security or payment shall prejudice or
affect the right of the Note Trustee to enforce the Series 2005-A
Security to the full extent of the Series 2005-A Secured Obligations.
The Issuer agrees that, notwithstanding any such avoidance release,
settlement or discharge, the Series 2005-A Security shall be deemed
always to have been and to have remained held by the Note Trustee as and
by way of security for the payment to or to the order of the Note
Trustee of the Series 2005-A Secured Obligations.
9.4 FORM OF RELEASE
The Series 2005-A Security shall be released only upon the execution by
or on behalf of the Note Trustee of either an absolute and unconditional
release by way of deed or a receipt, in each case relating to all (and
not part only) of the Series 2005-A Secured Obligations.
10. CONTINUANCE OF SECURITY
The Series 2005-A Security and the covenants, undertakings and
provisions contained in this Arran Funding Note Trust Deed Supplement
and the Arran Funding Note Trust Deed shall remain in force as a
continuing security to the Note Trustee, notwithstanding any
intermediate payment or satisfaction of any part of the Series 2005-A
Secured Obligations or any settlement of account or any other act, event
or matter whatsoever, and shall secure the ultimate balance of the
Series 2005-A Secured Obligations.
11. PAYMENTS PRIOR TO ENFORCEMENT
11.1 Notwithstanding the Series 2005-A Security, the Note Trustee
acknowledges that, until delivery of an Enforcement Notice:
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11.1.1 payments becoming due to the Issuer under any of the Series
2005-A Documents, together with all other monies payable to the
Issuer pursuant to any other documents or arrangements to which
it is a party and which relate to Series 2005-A, may be made to
the Issuer in accordance with the provisions of the relevant
Series 2005-A Documents or (as the case may be) the documents
or arrangements concerned to the extent they relate to Series
2005-A;
11.1.2 the Issuer may exercise its rights, powers and discretions and
perform its obligations in relation to the Series 2005-A
Secured Property and under the Series 2005-A Documents in
accordance with the provisions of the Series 2005-A Documents
or (as the case may be) such other documents or arrangements;
and
11.1.3 amounts standing to the credit of the Series 2005-A Charged
Accounts from time to time may be withdrawn therefrom by the
Issuer (or any authorised person on its behalf including the
Jersey Bank Account Operator) but only for application in
accordance with the payments priorities contained in Schedule 2
(Addition to Clause 12 of the Arran Funding Note Trust Deed).
12. SECURITY ENFORCEABLE
The whole of the Series 2005-A Security shall become enforceable upon
the Note Trustee giving an Enforcement Notice pursuant to the terms of
the Arran Funding Note Trust Deed and this Arran Funding Note Trust Deed
Supplement subsequent to an Event of Default in respect of Series 2005-A
(subject, in the case of the Series 2005-A Issuer Jersey Security
Interest, to the Jersey Security Interests Law).
13. ENFORCEMENT
13.1 CONSEQUENCES OF ENFORCEABLE SECURITY
From the date on which the Series 2005-A Security becomes enforceable in
accordance with Clause 12 (Security Enforceable) above and subject to
the provisions of the Conditions and the Arran Funding Note Trust Deed
including without limitation Clause 11.2 of the Arran Funding Note Trust
Deed:
13.1.1 the Note Trustee on behalf of the Series 2005-A Secured
Creditors may enforce its rights in respect of the Series
2005-A Secured Property;
13.1.2 if it has not already crystallised, the Floating Charge,
created pursuant to the Arran Funding Note Trust Deed, shall
crystallise;
13.1.3 the Note Trustee may institute such proceedings against the
Issuer and take such action as it may think fit to enforce all
or any part of the Series 2005-A Security subject in the case
of the Series 2005-A Issuer Jersey Security Interest to the
Jersey Security Interests Law;
13.1.4 the Note Trustee shall hold upon trust and apply all monies
received by it under the Arran Funding Note Trust Deed and this
Arran Funding Note Trust Deed Supplement in connection with the
realisation of the Series 2005-A Secured Property or
enforcement of the security interest in respect of Series
2005-A in accordance with the priority of payments upon
enforcement as contained in Condition 4;
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13.1.5 amounts may be withdrawn from the Series 2005-A Charged
Accounts and each and every Ledger thereto only by the Note
Trustee and shall be applied only in accordance with the
priority of payments upon enforcement as contained in Condition
4;
13.1.6 the Note Trustee may appoint a Receiver in accordance with
Clause 6 (Appointment and Removal of Receiver and
Administrator) of the Arran Funding Note Trust Deed;
13.1.7 whether or not it has appointed a Receiver, the Note Trustee
may exercise all or any of the powers, authorities and
discretions:
(a) conferred by the Series 2005-A Security Documents on any
Receiver;
(b) conferred by the LPA (as varied or extended by the Series
2005-A Security Documents) on mortgagees; or
(c) otherwise conferred by law on mortgagees or
receivers; and
13.1.8 in the case of the Series 2005-A Issuer Jersey Security
Interest, subject to the provisions of Articles 6(5) and 8(3)
of the Jersey Security Interests Law, service by the Note
Trustee of a notice upon the Issuer specifying the Event of
Default in respect of the Series 2005-A Notes and, if the
default is capable of remedy, requiring the Issuer to remedy
it, shall constitute notice for the purposes of the Jersey
Security Interests Law of an event of default in respect of
such Issuer Jersey Security Interest and the Note Trustee shall
have an immediate power of sale over the Series 2005-A Issuer
Jersey Secured Property, without having to apply to the Royal
Court of Jersey for authority to exercise the same.
13.2 FURTHER PROVISIONS IN RELATION TO ENFORCEMENT OF JERSEY SECURITY
13.2.1 Following the service of an Enforcement Notice, the power of
sale in respect of the Series 2005-A Issuer Jersey Security
Interest shall be exercisable by the Note Trustee in such
manner as the Note Trustee may in its discretion deem
appropriate and with all powers of a beneficial owner. Without
limitation the Note Trustee may, without liability and subject
to the Note Trustee having been indemnified in full to its
satisfaction, sell or dispose of the whole or part of the
Series 2005-A Issuer Jersey Secured Property at such times and
in such manner and generally on such terms and conditions and
for such consideration as the Note Trustee may think fit. Any
such sale or disposal may be for cash, debentures or other
obligations, shares, stocks, securities or other valuable
consideration and may be payable immediately or by instalment
spread over such a period as the Note Trustee may think fit.
The Note Trustee shall have right of recourse to any monies
forming part of the Series 2005-A Issuer Jersey Secured
Property and may, without liability and subject to the Note
Trustee having been indemnified in full to its satisfaction,
apply such monies in the payment or discharge of the Series
2005-A Secured Obligations, as if such monies were proceeds
of sale.
13.2.2 For the avoidance of doubt, the power of attorney granted by
the Issuer under Clause 7.5 of the Arran Funding Note Trust
Deed is granted in respect of the Series 2005-A Security
created by Clause 6, inter alia, pursuant to Article 5 of the
Powers of Attorney (Jersey) Law 1995 for the purposes of
facilitating the Note Trustee's powers hereunder
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and under the Jersey Security Interests Law in respect of the
Series 2005-A Issuer Jersey Security Interest.
14. COVENANTS OF SWAP COUNTERPARTY
14.1 The Swap Counterparty covenants with the Note Trustee that:
14.1.1 it will comply and be bound by the terms of each Swap
Agreement; it will not amend each Swap Agreement without the
consent of the Note Trustee; its recourse in respect of its
claims under each Swap Agreement is limited to the proceeds of
the Series 2005-A Secured Property following enforcement as
provided in the Arran Funding Note Trust Deed and the Common
Terms and no debt shall be owed by the Issuer in respect of any
shortfall; and it may take no action against the Issuer as
provided in the Arran Funding Note Trust Deed and the Common
Terms including instituting, or joining with any other person
in bringing, instituting or joining, insolvency proceedings
(whether court based or otherwise) in relation to the Issuer to
enforce its rights; and
14.1.2 it has notice, will comply with and be bound by the Arran
Funding Note Trust Deed and the Common Terms.
15. CONSENT TO SUPPLEMENTS AND VARIATIONS
Each Series 2005-A Secured Creditor consents and confirms that, subject
to Clause 2.3.2 of the Arran Funding Note Trust Deed, the Arran Funding
Note Trust Deed may be supplemented and varied from time to time in
accordance with the terms of this Arran Funding Note Trust Deed
Supplement or any other Arran Funding Note Trust Deed Supplement. Such
supplement or variation may be made without the consent of the Series
2005-A Secured Creditors and the interests of any Series 2005-A Secured
Creditors shall be subject to any supplement or variation so made.
16. MISCELLANEOUS
16.1 The Arran Funding Note Trust Deed shall, in relation to the Series
2005-A Notes, henceforth be read and construed as one document with this
Arran Funding Note Trust Deed Supplement.
17. ACCESSION
17.1 PRINCIPAL PAYING AGENT/PAYING AGENT/AGENT BANK
Each of the Principal Paying Agent, the Paying Agent and the Agent Bank
hereby agrees with each other person who is or who becomes a party to
the Arran Funding Note Trust Deed that with effect on and from the date
hereof it will be bound by the Arran Funding Note Trust Deed in respect
of the Series 2005-A Notes as Principal Paying Agent, Paying Agent and
Agent Bank, as applicable, as if it had been originally party to the
Arran Funding Note Trust Deed in that capacity.
The address for notice of the Principal Paying Agent, Paying Agent and
Agent Bank is that specified in the Arran Funding Master Framework
Agreement.
17.2 JERSEY BANK ACCOUNT OPERATOR
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The Jersey Bank Account Operator hereby agrees with each other person
who is or becomes a party to the Arran Funding Note Trust Deed that with
effect on and from the date hereof it will be bound by the Arran Funding
Note Trust Deed in respect of the Series 2005-A Notes as Jersey Bank
Account Operator as if it had been originally party to the Arran Funding
Note Trust Deed in that capacity.
The address for notice of the Jersey Bank Account Operator is that
specified in the Arran Funding Master Framework Agreement.
17.3 SWAP COUNTERPARTY
The Swap Counterparty hereby agrees with each other person who is or who
becomes a party to the Arran Funding Note Trust Deed that with effect on
and from the date hereof it will be bound by the Arran Funding Note
Trust Deed in respect of the Series 2005-A Notes as Swap Counterparty as
if it had been originally party to the Arran Funding Note Trust Deed in
that capacity.
The address for notice of the Swap Counterparty is:
Address: c/o RBS Financial Markets
000 Xxxxxxxxxxx
Xxxxxx
XX0X 0XX
Fax: x00 00 0000 0000
Attention: Swaps Administration
18. GOVERNING LAW
This Arran Funding Note Trust Deed Supplement and all matters arising
from or connected with it shall be governed by and construed in
accordance with the laws of England save that those parts of this Arran
Funding Note Trust Deed Supplement concerned with the creation,
subsistence or enforcement of the Series 2005-A Issuer Jersey Security
Interest shall be governed by and construed in accordance with Jersey
law.
IN WITNESS whereof this Arran Funding Note Trust Deed Supplement has been
executed as a deed by the parties hereto and is intended to be and is hereby
delivered on the date first above written.
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SCHEDULE 1
SUPPLEMENT TO TERMS AND CONDITIONS OF THE NOTES
"PRINCIPAL AMOUNT OUTSTANDING" means, in relation to any of the Series 2005-A
Notes on any date, the aggregate amount outstanding of such Note on the Issue
Date less the aggregate amount of all principal payments in respect of that
Note that have become due and payable (and been paid) by the Issuer to the
Noteholder concerned.
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SCHEDULE 2
ADDITION TO CLAUSE 12 OF THE ARRAN FUNDING NOTE TRUST DEED
12. HIDDEN
12.6 LEDGERS IN RESPECT OF SERIES 2005-A
The following ledgers in respect of Series 2005-A have been created in
the books of the Issuer in relation to the Series 2005-A Issuer
Distribution Account, each a "LEDGER":
12.6.1 the Class A Distribution Ledger;
12.6.2 the Class B Distribution Ledger;
12.6.3 the Class C Distribution Ledger (together with the Class A
Distribution Ledger and the Class B Distribution Ledger, the
"DISTRIBUTION LEDGERS", each a "DISTRIBUTION LEDGER");
12.6.4 the Issuer Costs Ledger;
12.6.5 the Issuer Profit Ledger;
12.6.6 the Excess Spread Ledger; and
12.6.7 the Expenses Loan Ledger.
12.7 USE OF LEDGERS IN RESPECT OF SERIES 2005-A
12.7.1 The Class A Distribution Ledger shall reflect the amount of
monies from time to time held by the Issuer in respect of the
Class A Notes in the Series 2005-A Issuer Distribution Account
and shall also be credited or debited with any Swap Termination
Amounts received or paid by the Issuer with respect to the
Class A Swap Agreement.
12.7.2 The Class B Distribution Ledger shall reflect the amount of
monies from time to time held by the Issuer in respect of the
Class B Notes in the Series 2005-A Issuer Distribution Account
and shall also be credited or debited with any Swap Termination
Amounts received or paid by the Issuer with respect to the
Class B Swap Agreement.
12.7.3 The Class C Distribution Ledger shall reflect the amount of
monies from time to time held by the Issuer in respect of the
Class C Notes in the Series 2005-A Issuer Distribution Account
and shall also be credited or debited with any Swap Termination
Amounts received or paid by the Issuer with respect to the
Class C Swap Agreement.
12.7.4 The Issuer Costs Ledger shall reflect the amount of monies from
time to time held by the Issuer in respect of the Issuer Costs
Amount in the Series 2005-A Issuer Distribution Account.
12.7.5 The Excess Spread Ledger shall reflect the amount of monies
from time to time held by the Issuer in respect of the Further
Interest received under the Series 2005-A Loan Note in the
Series 2005-A Issuer Distribution Account.
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12.7.6 The Issuer Profit Ledger shall reflect the amount of monies
from time to time held by the Issuer in respect of the Issuer
Profit Amount in the Series 2005-A Issuer Distribution Account.
12.7.7 The Expenses Loan Ledger shall reflect the amount of monies
from time to time held by the Issuer in respect of a Relevant
Advance (as defined in the Expenses Loan Agreement) made in
relation to Series 2005-A.
12.7.8 The Issuer shall at all times maintain accurate records, or
shall procure that accurate records are maintained, reflecting
each transaction in each Ledger in respect of the Series 2005-A
Issuer Distribution Account.
12.7.9 The Issuer shall record all monies received or payments made by
it in respect of the Series 2005-A Notes, the Series 2005-A
Loan Note and each Swap Agreement in the manner set out in this
Arran Funding Note Trust Deed Supplement and shall cause each
Ledger of the Series 2005-A Issuer Distribution Account to be
credited or debited with amounts corresponding to those
records. If at any time the Issuer is in any doubt as to which
ledger or account a particular amount should be credited to or
debited from, it shall consult with the Jersey Bank Account
Operator and the Jersey Bank Account Operator shall be entitled
to consult any person it deems appropriate in this regard.
12.7.10 To the extent required, the Jersey Bank Account Operator (and
any other person so authorised by the Issuer), shall be
authorised to make transfers to and from the Series 2005-A
Issuer Distribution Account on the Issuer's behalf in
accordance with the terms of this Arran Funding Note Trust Deed
Supplement.
12.8 PAYMENTS CREDITED TO LEDGERS IN RESPECT OF SERIES 2005A
12.8.1 On each Distribution Date, the amount equal to the sum of the
Class A Monthly Distribution Amount, Class B Monthly
Distribution Amount and Class C Monthly Distribution Amount
that is used by the Loan Note Issuer to pay interest due and
unpaid on the Series 2005-A Loan Note shall be allocated by the
Jersey Account Bank Operator (on behalf of the Issuer) in
accordance with the following instructions of the Issuer for
Series 2005-A, which are irrevocable:
(a) an amount relating to the Class A Monthly Distribution
Amount (less the amount relating to the Issuer Costs
Amount) (the "CLASS A MONTHLY DISTRIBUTION DEBT AMOUNT"),
if any, shall be credited to the Class A Distribution
Ledger together with any Swap Termination Amounts
received under the Class A Swap Agreement;
(b) an amount relating to the Class B Monthly Distribution
Amount shall be credited to the Class B Distribution
Ledger together with any Swap Termination Amounts
received under the Class B Swap Agreement;
(c) an amount relating to the Class C Monthly Distribution
Amount (less the amount relating to the Monthly Expenses
Loan Amount and the Issuer Profit Amount) (the "CLASS C
MONTHLY DISTRIBUTION DEBT AMOUNT"), if any, shall be
credited to the Class C Distribution Ledger together with
any Swap Termination Amounts received under the Class C
Swap Agreement;
(d) an amount relating to the Issuer Costs Amount, if any,
shall be credited into the Issuer Costs Ledger;
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(e) an amount relating to the Issuer Profit Amount, if any,
shall be credited into the Issuer Profit Ledger;
(f) an amount relating to Further Interest paid in relation
to the Series 2005-A Loan Note, if any, shall be credited
into the Excess Spread Ledger; and
(g) an amount relating to the Monthly Expenses Loan Amount,
if any, shall be credited into the Expenses Loan Ledger;
12.8.2 on each Interest Payment Date during an Amortisation Period, or
on the relevant Series Scheduled Redemption Date, payments by
the Series 2005-A Loan Note Issuer of principal amounts due and
unpaid on the Series 2005-A Loan Note shall be allocated by the
Jersey Account Bank Operator (on behalf of the Issuer) in
accordance with the following instructions of the Issuer for
Series 2005-A, which are irrevocable:
(a) an amount relating to the Class A Monthly Principal
Amount, if any, shall be credited to the Class A
Distribution Ledger;
(b) an amount relating to the Class B Monthly Principal
Amount, if any, shall be credited to the Class B
Distribution Ledger; and
(c) an amount relating to the Class C Monthly Principal
Amount, if any, shall be credited to the Class C
Distribution Ledger.
12.9 APPLICATION OF AMOUNTS PAYABLE ON DISTRIBUTION DATES NOT FALLING IN AN
AMORTISATION PERIOD
12.9.1 Prior to the service of an Enforcement Notice, on each
Distribution Date not falling in an Amortisation Period, the
amounts (including revenue and principal) transferred by the
Loan Note Issuer (or the Jersey Bank Account Operator on its
behalf) on such Distribution Date, pursuant to the Series
2005-A Loan Note Supplement, to the Series 2005-A Issuer
Distribution Account together with any interest or investment
proceeds earned on each Ledger (net of losses and investment
expenses) and any amount received from any Swap Counterparty on
or prior to such Distribution Date (and not previously
utilised) but excluding any collateral posted by any Swap
Counterparty (in this Clause 12.9 "RELEVANT AMOUNTS") shall,
subject to Clause 12.11, be applied by the Issuer in the order
of priority set out as follows:
(1) Relevant Amounts relating to the Issuer Costs Amount with
respect to Series 2005-A standing to the credit of the
Issuer Costs Ledger shall be applied to pay any
outstanding costs and expenses of the Issuer represented
by such amount and thereafter shall be retained in the
Issuer Costs Ledger for payment on a subsequent Business
Day;
(2) in respect of the Class A Notes, Relevant Amounts
relating to the Class A Monthly Distribution Debt Amount
standing to the credit of the Class A Distribution Ledger
shall be paid to the Class A Swap Counterparty as
required pursuant to the Class A Swap Agreement in
exchange for an amount in US dollars Such amount so
exchanged will be transferred by the Class A Swap
Counterparty to or to the order of the Issuer on the
relevant Interest Payment Date of the Class A Notes. Such
US dollar amount shall be paid by the Issuer as
- 20 -
interest to the Class A Noteholders in accordance with
and subject to the Conditions of the Class A Notes;
(3) in respect of the Class A Notes, on the Scheduled
Redemption Date, Relevant Amounts in respect of principal
relating to the Class A Monthly Principal Amount standing
to the credit of the Class A Distribution Ledger shall be
paid to the Class A Swap Counterparty pursuant to the
terms of the Class A Swap Agreement in exchange for an
amount in US dollars. Such amount so exchanged will be
transferred by the Class A Swap Counterparty to or to the
order of the Issuer on the Scheduled Redemption Date.
Such US dollar principal amount shall be paid by the
Issuer to the Class A Noteholders and the Class A Notes
will be redeemed in accordance with and subject to their
Conditions;
(4) in respect of the Class B Notes, Relevant Amounts
relating to the Class B Monthly Distribution Amount
standing to the credit of the Class B Distribution Ledger
shall be paid to the Class B Swap Counterparty as
required pursuant to the Class B Swap Agreement in
exchange for an amount in US dollars. Such amount so
exchanged will be transferred by the Class B Swap
Counterparty to or to the order of the Issuer on the
relevant Interest Payment Date of the Class B Notes. Such
US dollar amount shall be paid by the Issuer as interest
to the Class B Noteholders in accordance with and subject
to the Conditions of the Class B Notes;
(5) in respect of the Class B Notes, on the Scheduled
Redemption Date, Relevant Amounts in respect of principal
relating to the Class B Monthly Principal Amount standing
to the credit of the Class B Distribution Ledger shall be
paid to the Class B Swap Counterparty pursuant to the
terms of the Class B Swap Agreement in exchange for an
amount in US dollars. Such amount so exchanged will be
transferred by the Class B Swap Counterparty to or to the
order of the Issuer on the Scheduled Redemption Date.
Such US dollar principal amount shall be paid by the
Issuer to the Class B Noteholders and the Class B Notes
will be redeemed in accordance with and subject to their
Conditions;
(6) in respect of the Class C Notes, Relevant Amounts
relating to the Class C Monthly Distribution Debt Amount
standing to the credit of the Class C Distribution Ledger
shall be paid to the Class C Swap Counterparty as
required pursuant to the Class C Swap Agreement in
exchange for an amount in US dollars. Such amount so
exchanged will be transferred by the Class C Swap
Counterparty to or to the order of the Issuer on the
relevant Interest Payment Date of the Class C Notes. Such
US dollar amount shall be paid by the Issuer as interest
to the Class C Noteholders in accordance with and subject
to the Conditions of the Class C Notes;
(7) in respect of the Class C Notes, on the Scheduled
Redemption Date, Relevant Amounts in respect of principal
relating to the Class C Monthly Principal Amount standing
to the credit of the Class C Distribution Ledger shall be
paid to the Class C Swap Counterparty pursuant to the
terms of the Class B Swap Agreement in exchange for an
amount in US dollars. Such amount so exchanged will be
- 21 -
transferred by the Class C Swap Counterparty to or to the
order of the Issuer on the Scheduled Redemption Date.
Such US dollar principal amount shall be paid by the
Issuer to the Class C Noteholders and the Class C Notes
will be redeemed in accordance with and subject to their
Conditions;
(8) in and towards any Counterparty Fault Swap Termination
Amount pursuant to the Class A Swap Agreement from the
Class A Distribution Ledger;
(9) in and towards any Counterparty Fault Swap Termination
Amount pursuant to the Class B Swap Agreement from the
Class B Distribution Ledger;
(10) in and towards any Counterparty Fault Swap Termination
Amount pursuant to the Class C Swap Agreement from the
Class C Distribution Ledger;
(11) any investment proceeds (net of losses and investment
expenses) and interest earned on any amounts retained in
any Ledger since the preceding Distribution Date shall be
credited to the Excess Spread Ledger;
(12) in and towards payment of any sums due from (or required
to be provided for by) the Issuer to meet its liabilities
to any Tax Authority from the Issuer Profit Ledger;
(13) Relevant Amounts standing to the credit of the Expenses
Loan Ledger shall be applied to pay any amounts due and
unpaid pursuant to the Expenses Loan Agreement in respect
of Series 2005-A;
(14) Relevant Amounts identified as the Issuer Profit Amount
in respect of Series 2005-A shall be retained in the
Issuer Profit Ledger; and
(15) the remainder (if any) including sums on the Excess
Spread Ledger shall be paid to the Loan Note Issuer as
Deferred Subscription Price for that Distribution Date in
respect of Series 2005-A in an amount relating to the
amount of Further Interest received by the Issuer in
respect of each Class and Sub-Class of Series 2005-A and
not otherwise utilised to make any of the payments in
items (1) to (14) above;
PROVIDED THAT, where the full amount of any payment described
above cannot be made due to insufficiency in the funds credited
to any relevant Ledger of the Series 2005-A Issuer Distribution
Account, such deficiency in payment of such Ledger shall be
deferred to the next and succeeding Distribution Date.
12.9.2 All amounts paid from each Ledger pursuant to the priority of
payments specified in Sub-clause 12.9.1 shall be debited
accordingly from each such Ledger.
12.10 APPLICATION OF AMOUNTS PAYABLE ON DISTRIBUTION DATES FALLING IN AN
AMORTISATION PERIOD
12.10.1 Prior to the service of an Enforcement Notice, on each
Distribution Date falling in an Amortisation Period, the
amounts (including revenue and principal) transferred by the
Loan Note Issuer (or the Jersey Bank Account Operator on its
behalf) on such Distribution Date, pursuant to the Series
2005-A Loan Note Supplement, to the Series 2005 -A Issuer
Distribution Account together with any interest or investment
proceeds earned on each Ledger (net of losses and investment
expenses) and any amount received from any Swap Counterparty on
or prior to such Distribution Date (and not previously
- 22 -
utilised) but excluding any collateral posted by any Swap
Counterparty (in this Clause 12.10 "RELEVANT AMOUNTS") shall,
subject to Clause 12.11, be applied by the Issuer in the order
of priority set out as follows:
(1) Relevant Amounts relating to the Issuer Costs Amount with
respect to Series 2005-A standing to the credit of the
Issuer Costs Ledger shall be applied to pay any
outstanding costs and expenses of the Issuer represented
by such amount and thereafter shall be retained in the
Issuer Costs Ledger for payment on a subsequent Business
Day;
(2) in respect of the Class A Notes, if the Class A Swap
Agreement has not terminated, Relevant Amounts relating
to, in priority (i) the Class A Monthly Distribution Debt
Amount standing to the credit of the Class A Distribution
Ledger (such monies to be applied first to the payment of
any Interest Amount, then any outstanding Deferred
Interest and, thereafter, any Additional Interest) and
(ii) the Class A Monthly Principal Amount standing to the
credit of the Class A Distribution Ledger shall be paid
to the Class A Swap Counterparty pursuant to the terms of
the Class A Swap Agreement in exchange for an amount in
US dollars. Such US dollar amount so exchanged will be
transferred by the Class A Swap Counterparty to or to the
order of the Issuer. Such US dollar amounts in respect of
(i) and (ii) shall be paid by the Issuer to the Class A
Noteholders in respect of interest and principal
respectively and the Class A Notes will be redeemed in
accordance with and subject to their Conditions;
(3) in respect of the Class A Notes if the Class A Swap
Agreement has terminated, the following payments shall be
made from the Class A Distribution Ledger pari passu and
in no priority between both following items but in
proportion to the respective amounts due:
(I) in and towards any Issuer Fault Swap Termination
Amount for the Class A Notes; and
(II) in and towards payments of amounts due and unpaid
in respect of the Class A Notes in priority, first
to interest (such monies to be applied first to the
payment of any Interest Amount, then any
outstanding Deferred Interest and, thereafter, any
Additional Interest) and secondly in and towards
the Principal Amount Outstanding of the Class A
Notes and the Class A Notes will be redeemed in
accordance with and subject to their Conditions
(following exchange by the Agent Bank of all such
amounts into US dollars in accordance with the
Agency Agreement);
(4) in respect of the Class B Notes, if the Class B Swap
Agreement has not terminated, Relevant Amounts relating
to, in priority (i) the Class B Monthly Distribution
Amount standing to the credit of the Class B Distribution
Ledger (such monies to be applied first to the payment of
any Interest Amount, then any outstanding Deferred
Interest and, thereafter, any Additional Interest) and
(ii) the Class B Monthly Principal Amount standing to the
credit of the Class B Distribution Ledger shall be paid
to the Class B Swap Counterparty pursuant to the terms of
the Class B Swap Agreement in exchange for an amount in
US
- 23 -
dollars. Such US dollar amount so exchanged will be
transferred by the Class B Swap Counterparty to or to the
order of the Issuer. Such US dollar amounts in respect of
(i) and (ii) shall be paid by the Issuer to the Class B
Noteholders in respect of interest and principal
respectively and the Class B Notes will be redeemed in
accordance with and subject to their Conditions;
(5) in respect of the Class B Notes, if any Class B Swap
Agreement has terminated, the following payments shall be
made from the Class B Distribution Ledger pari passu and
in no priority between both following items but in
proportion to the respective amounts due:
(I) in and towards any Issuer Fault Swap Termination
Amount for the Class B Notes; and
(II) in and towards payments of amounts due and unpaid
in respect of the Class B Notes in priority, first
to interest (such monies to be applied first to the
payment of any Interest Amount, then any
outstanding Deferred Interest and, thereafter, any
Additional Interest) and secondly in and towards
the Principal Amount Outstanding of the Class B
Notes and the Class B Notes will be redeemed in
accordance with and subject to their Conditions
(following exchange by the Agent Bank of all such
amounts into US dollars in accordance with the
Agency Agreement);
(6) in respect of the Class C Notes, if the Class C Swap
Agreement has not terminated, Relevant Amounts relating
to, in priority (i) the Class C Monthly Distribution Debt
Amount standing to the credit of the Class C Distribution
Ledger (such monies to be applied first to the payment of
any Interest Amount, then any outstanding Deferred
Interest and, thereafter, any Additional Interest) and
(ii) the Class C Monthly Principal Amount standing to the
credit of the Class C Distribution Ledger shall be paid
to the Class C Swap Counterparty pursuant to the terms of
the Class C Swap Agreement in exchange for an amount in
US dollars. Such US dollar amount so exchanged will be
transferred by the Class C Swap Counterparty to or to the
order of the Issuer. Such US dollar amounts in respect of
(i) and (ii) shall be paid by the Issuer to the Class C
Noteholders in respect of interest and principal
respectively and the Class C Notes will be redeemed in
accordance with and subject to their Conditions;
(7) in respect of the Class C Notes if any Class C Swap
Agreement has terminated, the following payments shall be
made from the Class C Distribution Ledger pari passu and
in no priority between both following items but in
proportion to the respective amounts due:
(I) in and towards any Issuer Fault Swap Termination
Amount for the Class C Notes; and
(II) in and towards payments of amounts due and unpaid
in respect of the Class C Notes in priority, first
to interest (such monies to be applied first to the
payment of any Interest Amount, then any
outstanding Deferred Interest and, thereafter, any
Additional Interest) and secondly in and towards
the Principal
- 24 -
Amount Outstanding of the Class C Notes and the
Class C Notes will be redeemed in accordance with
and subject to their Conditions (following exchange
by the Agent Bank of all such amounts into US
dollars in accordance with the Agency Agreement);
(8) in and towards any Counterparty Fault Swap Termination
Amount pursuant to any Class A Swap Agreement from the
Class A Distribution Ledger;
(9) in and towards any Counterparty Fault Swap Termination
Amount pursuant to any Class B Swap Agreement from the
Class B Distribution Ledger;
(10) in and towards any Counterparty Fault Swap Termination
Amount pursuant to any Class C Swap Agreement from the
Class C Distribution Ledger;
(11) any investment proceeds (net of losses and investment
expenses) and interest earned on any amounts retained in
any Ledger shall be credited to the Excess Spread Ledger;
(12) in and towards payment of any sums due from (or required
to be provided for by) the Issuer to meet its liabilities
to any Tax Authority from the Issuer Profit Ledger;
(13) Relevant Amounts standing to the credit of the Expenses
Loan Ledger shall be applied to pay any amounts due and
unpaid pursuant to the Expenses Loan Agreement in respect
of Series 2005-A;
(14) Relevant Amounts identified as the Issuer Profit Amount
in respect of Series 2005-A shall be retained in the
Issuer Profit Ledger; and
(15) the remainder (if any) including sums on the Excess
Spread Ledger shall be paid to the Loan Note Issuer as
Deferred Subscription Price for that Distribution Date in
respect of Series 2005-A in an amount relating to the
amount of Further Interest received by the Issuer in
respect of each Class and Sub-Class of Series 2005-A and
not otherwise utilised to make any of the payments in
items (1) to (14) above.
PROVIDED THAT, where the full amount of any payment described
above cannot be made due to insufficiency in the funds credited
to any relevant Ledger of the Series 2005-A Issuer Distribution
Account, such deficiency in payment of such Ledger shall be
deferred to the next and succeeding Distribution Date.
12.10.2 All amounts paid from each Ledger pursuant to the priority of
payments specified in Sub-clause 12.10.1 shall be debited
accordingly from each Ledger.
12.11 If any withholding or deduction for any taxes, duties, assessments or
government charges is imposed, levied, collected, withheld or assessed
on payments of principal or interest on any Series 2005-A Note by any
jurisdiction or any political subdivision or authority in or of any
jurisdiction having power to tax, payments by the Issuer to the relevant
Noteholder will be reduced accordingly and neither the Issuer, nor the
Note Trustee, will be required to make any additional payments to the
holders of the Series 2005-A Notes affected for that withholding or
deduction. Such reduced payments will not be treated as deferred
interest and, accordingly, will not bear additional interest.
- 25 -
12.12 ADDITIONAL PROVISION RELATING TO POST ENFORCEMENT PAYMENTS
Notwithstanding the security rights created in respect of Series 2005-A
by this Series 2005-A Arran Funding Note Trust Deed Supplement or the
Arran Funding Note Trust Deed, but subject always to the provisions of
the Jersey Security Interests Law, the Note Trustee, each of the Series
2005-A Secured Creditors and the Issuer hereby agrees, and the Issuer
concurs, that any monies whatsoever recovered by each of them or on
their behalf whether by the Note Trustee or otherwise after the giving
of an Enforcement Notice in relation to Series 2005-A, shall be held on
trust by them and forthwith paid to the Note Trustee (and pending such
payment shall be held on trust for the Note Trustee) for application in
accordance with the provisions of, and, where applicable, the order of
priorities set out in Condition 4.
- 26 -
SCHEDULE 3
FORM OF NOTICE TO TRANSACTION PARTIES
PART 1
NOTICE OF ASSIGNMENT
FROM: Arran Funding Limited
The Bank of New York
TO: [Name of each party to a Series 2005-A Document other than the Issuer or
the Note Trustee]
[*]
Dear Sirs,
ARRAN FUNDING LIMITED
We hereby give you notice that, by an Arran Funding Note Trust Deed Supplement
dated 15 December 2005 and made between, inter alios, Arran Funding Limited
(the "ISSUER") and The Bank of New York (the "NOTE TRUSTEE") (the "ARRAN
FUNDING NOTE TRUST DEED SUPPLEMENT"), the Issuer assigned to the Note Trustee
by way of security the Issuer's Benefit in the Series 2005-A Documents.
Subject to any other instructions given to any of you by the Note Trustee, you
are instructed to deal with the Issuer in relation to the Series 2005-A
Documents as if the assignment referred to in the preceding paragraph had not
taken place, save that you are not authorised to recognise the exercise by the
Issuer of any right to vary or terminate the Series 2005-A Documents unless the
prior written consent of the Note Trustee to such exercise has been obtained.
This notice is irrevocable. Please acknowledge receipt of this notice to the
Note Trustee on the enclosed Acknowledgement of Assignment. Words and
expressions used in this Notice shall have the meanings assigned to them in
both Schedule 1 of the Arran Funding Master Framework Agreement dated 16
November 2005 (as amended and restated from time to time) made between, inter
alios, the Issuer and the Note Trustee and the Arran Funding Note Trust Deed
Supplement.
This notice shall be governed by and construed in accordance with English law.
Yours faithfully,
.....................................
For and on behalf of
ARRAN FUNDING LIMITED
.....................................
For and on behalf of
THE BANK OF NEW YORK
- 27 -
PART 2
ACKNOWLEDGEMENT OF ASSIGNMENT
FROM: [Name of relevant party to Series 2005-A Document[s]]
TO: The Bank of New York
Arran Funding Limited
[*]
Dear Sirs,
ARRAN FUNDING LIMITED
We hereby acknowledge receipt of the Notice of Assignment dated [*] relating to
the Arran Funding Note Trust Deed Supplement dated 15 December 2005. We further
acknowledge that the assignment is effective to confer on you the Benefit of
the Series 2005-A Documents made between, among others, the Issuer and the
undersigned.
We confirm that as at the date of this Acknowledgement of Assignment we have
not received from any other person any notice of assignment or charge of, or of
any interest in, the Series 2005-A Documents.
We confirm that we accept the authorisation and instructions contained in the
Notice and we undertake to act in accordance with and to comply with the terms
of this Notice.
We agree not to recognise the exercise by the Issuer of any right to vary or
terminate the Series 2005-A Documents without your prior written consent and to
give you notice forthwith of any attempt by the Issuer to do so. We further
agree not to amend or modify the Series 2005-A Documents without your prior
written approval.
Words and expressions used in this acknowledgement shall have the meanings
assigned to them in both Schedule 1 of the Arran Funding Master Framework
Agreement dated 16 November 2005 (as amended and restated from time to time)
made between, inter alios, the Issuer and the Note Trustee and the Arran
Funding Note Trust Deed Supplement.
This acknowledgement shall be governed by and construed in accordance with
English law.
Yours faithfully,
...............................
For and on behalf of
[NAME OF RELEVANT PARTY TO SERIES 2005-A DOCUMENT[S]]
- 28 -
SCHEDULE 4
FORM OF NOTICE OF ASSIGNMENT - JERSEY BANK ACCOUNTS
(FOR THE PURPOSES OF THE SECURITY INTERESTS (JERSEY) LAW 1983, AS AMENDED
(THE "JERSEY SECURITY LAW"))
To: The Royal Bank of Scotland International Limited
From: Arran Funding Limited (the "ISSUER")
And From: The Bank of New York, London Branch, as note trustee (the "NOTE
TRUSTEE")
We hereby give you notice that by the Series 2005-A Arran Funding Note Trust
Deed Supplement relating to the Issuer's Series 2005-A Notes (the "SERIES
2005-A SUPPLEMENT") dated 15 December 2005 and made between the Issuer (1), the
Note Trustee (2), The Royal Bank of Scotland plc (as Swap Counterparty) (3) and
The Bank of New York, New York Branch (as Principal Paying Agent, as Agent
Bank, as Registrar and as Transfer Agent) (4) and The Royal Bank of Scotland
International Limited (as Jersey Bank Account Operator) (5), for the purposes
of creating a security interest therein in favour of the Note Trustee in
accordance with the Jersey Security Law, the Issuer has assigned the following
property to the extent that the same is situate in Jersey at any relevant time
to the Note Trustee:
all the Issuer's Benefit in the Series 2005-A Issuer Distribution Account
(account number 00000000, Sort Code 16-10-28) and any relevant ledger of any
bank or other account in which the Issuer may at any time in respect of Series
2005-A have any Issuer Benefit, including without limitation all rights to
receive payment of any amount which may become payable to the Issuer thereunder
(in respect of Series 2005-A) or payments (including all interest accruing from
time to time and the debts represented thereby) or rights to serve notices
and/or to take such steps as are required to cause payment to become due and
payable thereunder and all rights of action in respect of any breach thereof
and all rights to receive damages or obtain other relief in respect thereto
(together, the "ASSIGNED PROPERTY").
We irrevocably and unconditionally authorise and instruct you (notwithstanding
any previous instructions of any kind which the Issuer may have given to you)
to disclose to the Note Trustee such information relating to the Assigned
Property as it may from time to time require.
We authorise and instruct you, until receipt by you of further written
instructions from the Note Trustee, to permit the Series 2005-A Issuer
Distribution Account to be operated by the Issuer and/or the Note Trustee, in
accordance with the terms of the Issuer Distribution Account Bank Agreement
dated 16 November 2005 between, inter alios, the Issuer, the Note Trustee and
you, and the mandates relating to the Series 2005-A Issuer Distribution Account
(the "BANK MANDATES"). Until receipt by you of further written instructions
from the Note Trustee, for the purposes of debiting the Series 2005-A Issuer
Distribution Account the signatures of any authorised signatories of the Issuer
(in accordance with the relevant Bank Mandate supplied to you from time to time
by the Issuer, with a copy to the Note Trustee) shall be sufficient
authorisation. You are not authorised to recognise any action on the part of
the Issuer to close the Series 2005-A Issuer Distribution Account.
Statements in relation to the Series 2005-A Issuer Distribution Account should,
until receipt by you of further written instructions from the Note Trustee, be
supplied to the Issuer as frequently as it requests.
- 29 -
This notice may not be varied or revoked without the prior consent of the Note
Trustee.
We shall be grateful if you will sign and forward to the Note Trustee the
enclosed form of acknowledgement.
Terms used in this notice shall have the same meaning as in the 2005-A
Supplement unless otherwise defined in this notice or the context requires
otherwise.
This notice shall be governed by and construed in accordance with the laws of
Jersey.
Date: 15 December 2005
.................................... ....................................
For and on behalf of the ISSUER as Signed by
assignor under the 2005-A Supplement For and on behalf of the NOTE TRUSTEE as
and as debtor for the purposes of secured party under the 2005-A
the Jersey Security Law Supplement and for the purposes of the
Jersey Security Law
- 30 -
ACKNOWLEDGEMENT
To: The Bank of New York, London Branch, as Note Trustee
From: The Royal Bank of Scotland International Limited
We hereby acknowledge receipt of a notice (the "NOTICE") dated 15 December 2005
addressed to us by you and Arran Funding Limited.
We confirm that we accept the authorisations and instructions contained in the
Notice and we undertake to act in accordance and comply with the terms of the
Notice.
We confirm as follows:
1. other than as set out in the relevant documents to which we and the
Issuer are party, we do not have, and will not make or exercise, any
claims or demands, any rights of counterclaim, rights of set off or any
other rights against the Issuer in respect of the Assigned Property or
any part thereof; and
2. we have not, as of the date hereof, received any notice that any third
party has or will have any right or interest whatsoever in or has made
or will be making any claim or demand or taking any action whatsoever
against the Assigned Property or any part thereof.
We undertake that, in the event of our becoming aware at any time that any
person or entity other than the Note Trustee (as trustee for the Series 2005-A
Secured Creditors) has or will have any right or interest whatsoever in or has
or will be making any claim or demand or taking any action whatsoever against
the Assigned Property or any part thereof, we will immediately give written
notice of any of the terms of such rights or interest, claim or demand or
action to both the Note Trustee and the Issuer.
Terms used herein shall, unless the context requires otherwise, have the same
meaning as in the Notice.
This acknowledgement shall be governed by and construed in accordance with the
laws of Jersey.
Date: 15 December 2005
..............................
For and on behalf of
The Royal Bank of Scotland International Limited
- 31 -
SCHEDULE 5
FORM OF NOTICE OF ASSIGNMENT - LOAN NOTE
(FOR THE PURPOSES OF THE SECURITY INTERESTS (JERSEY) LAW 1983, AS AMENDED(THE
"JERSEY SECURITY LAW"))
To: RBS Cards Securitisation Funding Limited
From: Arran Funding Limited (the "ISSUER")
And From: The Bank of New York, London Branch, as note trustee (the "NOTE
TRUSTEE")
We hereby give you notice that by the Series 2005-A Arran Funding Note Trust
Deed Supplement relating to the Issuer's Series 2005-A Notes (the "2005-A
SUPPLEMENT") dated 15 December 2005 and made between the Issuer (1), the Note
Trustee (2), The Royal Bank of Scotland plc (as Swap Counterparty) (3) and The
Bank of New York, New York Branch (as Principal Paying Agent, as Agent Bank, as
Registrar and as Transfer Agent) (4) and The Royal Bank of Scotland
International Limited (as Jersey Bank Account Operator) (5), for the purposes
of creating a security interest therein in favour of the Note Trustee in
accordance with the Jersey Security Law, the Issuer has assigned the following
property to the extent that the same is situate in Jersey at any relevant time
to The Bank of New York (Nominees) Limited, acting on behalf of the Note
Trustee:
all the Issuer's Benefit in the Series 2005-A Loan Note and any payments
arising therefrom including without limitation all rights to receive payment of
any amount which may become payable to the Issuer thereunder (in respect of
Series 2005-A) or payments or rights to serve notices and/or to take such steps
as are required to cause payment to become due and payable thereunder and all
rights of action in respect of any breach thereof and all rights to receive
damages or obtain other relief in respect thereto (together, the "ASSIGNED
PROPERTY").
We irrevocably and unconditionally authorise and instruct you (notwithstanding
any previous instructions of any kind which the Issuer may have given to you)
to disclose to the Note Trustee such information relating to the Assigned
Property as it may from time to time require.
This notice may not be varied or revoked without the prior consent of the Note
Trustee.
We shall be grateful if you will sign and forward to the Note Trustee the
enclosed form of acknowledgement.
Terms used in this notice shall have the same meaning as in the 2005-A
Supplement unless otherwise defined in this notice or the context requires
otherwise.
This notice shall be governed by and construed in accordance with the laws of
Jersey.
- 32 -
Date: 15 December 2005
.................................... ....................................
For and on behalf of the ISSUER as Signed by
assignor under the Series 2005-A For and on behalf of the NOTE TRUSTEE as
Supplement and as debtor for the secured party under the Series 2005-A
purposes of the Jersey Security Law Supplement and for the purposes of the
Jersey Security Law
- 33 -
ACKNOWLEDGEMENT
To: The Bank of New York, London Branch, as Note Trustee
From: RBS Cards Securitisation Funding Limited
We hereby acknowledge receipt of a notice (the "NOTICE") dated 15 December 2005
addressed to us by you and Arran Funding Limited.
We confirm that we accept the authorisations and instructions contained in the
Notice and we undertake to act in accordance and comply with the terms of the
Notice.
We confirm as follows:
1. other than as set out in the relevant documents to which we and the
Issuer are party, we do not have, and will not make or exercise, any
claims or demands, any rights of counterclaim, rights of set off or any
other rights against the Issuer in respect of the Assigned Property or
any part thereof; and
2. we have not, as of the date hereof, received any notice that any third
party has or will have any right or interest whatsoever in or has made
or will be making any claim or demand or taking any action whatsoever
against the Assigned Property or any part thereof.
We undertake that, in the event of our becoming aware at any time that any
person or entity other than the Note Trustee (as trustee for the Series 2005 A
Secured Creditors) has or will have any right or interest whatsoever in or has
or will be making any claim or demand or taking any action whatsoever against
the Assigned Property or any part thereof, we will immediately give written
notice of any of the terms of such rights or interest, claim or demand or
action to both the Note Trustee and the Issuer.
Terms used herein shall, unless the context requires otherwise, have the same
meaning as in the Notice.
This acknowledgement shall be governed by and construed in accordance with the
laws of Jersey.
Date: 15 December 2005
..............................
For and on behalf of
RBS Cards Securitisation Funding Limited
- 34 -
SCHEDULE 6
FORM OF NOTICE OF ASSIGNMENT - LOAN NOTE SECURITY INTERESTS
(FOR THE PURPOSES OF THE SECURITY INTERESTS (JERSEY) LAW 1983, AS AMENDED
(THE "JERSEY SECURITY LAW"))
To: The Bank of New York, London Branch, as security trustee (the
"SECURITY TRUSTEE")
From: Arran Funding Limited (the "ISSUER")
And From: The Bank of New York, London Branch, as note trustee (the "NOTE
TRUSTEE")
We hereby give you notice that by the Series 2005-A Arran Funding Note Trust
Deed Supplement relating to the Issuer's Series 2005-A Notes (the "SERIES
2005-A SUPPLEMENT") dated 15 December 2005 and made between the Issuer (1), the
Note Trustee (2), The Royal Bank of Scotland plc (as Swap Counterparty) (3) and
The Bank of New York, New York Branch (as Principal Paying Agent, as Agent
Bank, as Registrar and as Transfer Agent) (4) and The Royal Bank of Scotland
International Limited (as Jersey Bank Account Operator) (5), for the purposes
of creating a security interest therein in favour of the Note Trustee in
accordance with the Jersey Security Law, the Issuer has assigned the following
property to the extent that the same is situate in Jersey at any relevant time
to the Note Trustee:
all the Issuer's Benefit in and to the security interests created in favour of
the Security Trustee by RBS Cards Securitisation Funding Limited pursuant to
the Series 2005-A Loan Note Supplement in respect of the Series 2005-A Loan
Note including without limitation all rights to receive payment of any amount
which may become payable to the Issuer thereunder (in respect of Series 2005-A)
or payments or rights to serve notices and/or to take such steps as are
required to cause payment to become due and payable thereunder and all rights
of action in respect of any breach thereof and all rights to receive damages or
obtain other relief in respect thereto (together, the "ASSIGNED PROPERTY").
We irrevocably and unconditionally authorise and instruct you (notwithstanding
any previous instructions of any kind which the Issuer may have given to you)
to disclose to the Note Trustee such information relating to the Assigned
Property as it may from time to time require.
This notice may not be varied or revoked without the prior consent of the Note
Trustee.
We shall be grateful if you will sign and forward to the Note Trustee the
enclosed form of acknowledgement.
Terms used in this notice shall have the same meaning as in the Series 2005-A
Supplement unless otherwise defined in this notice or the context requires
otherwise.
This notice shall be governed by and construed in accordance with the laws of
Jersey.
- 35 -
Date: 15 December 2005
.................................... ....................................
For and on behalf of the ISSUER as Signed by
assignor under the Series 2005-A For and on behalf of the NOTE TRUSTEE as
Supplement and as debtor for the secured party under the Series 2005-A
purposes of the Jersey Security Law Supplement and for the purposes of the
Jersey Security Law
- 36 -
ACKNOWLEDGEMENT
To: The Bank of New York, London Branch (as Note Trustee)
From: The Bank of New York, London Branch (as Security Trustee)
We hereby acknowledge receipt of a notice (the "NOTICE") dated 15 December 2005
addressed to us by you and Arran Funding Limited.
We confirm that we accept the authorisations and instructions contained in the
Notice and we undertake to act in accordance and comply with the terms of the
Notice.
We confirm as follows:
1. other than as set out in the relevant documents to which we and the
Issuer are party, we do not have, and will not make or exercise, any
claims or demands, any rights of counterclaim, rights of set off or any
other rights against the Issuer in respect of the Assigned Property or
any part thereof; and
2. we have not, as of the date hereof, received any notice that any third
party has or will have any right or interest whatsoever in or has made
or will be making any claim or demand or taking any action whatsoever
against the Assigned Property or any part thereof.
We undertake that, in the event of our becoming aware at any time that any
person or entity other than the Note Trustee (as trustee for the Series 2005 A
Secured Creditors) has or will have any right or interest whatsoever in or has
or will be making any claim or demand or taking any action whatsoever against
the Assigned Property or any part thereof, we will immediately give written
notice of any of the terms of such rights or interest, claim or demand or
action to both the Note Trustee and the Issuer.
Terms used herein shall, unless the context requires otherwise, have the same
meaning as in the Notice.
This acknowledgement shall be governed by and construed in accordance with the
laws of Jersey.
Date: 15 December 2005
...........................
Signed by
For and on behalf of
The Bank of New York, London Branch (as Security Trustee)
- 37 -
EXECUTION PAGES
ISSUER
EXECUTED AS A DEED by )
ARRAN FUNDING LIMITED )
By:
_______________________
DIRECTOR
NOTE TRUSTEE
SECURITY TRUSTEE
EXECUTED AS A DEED )
for and on behalf of )
THE BANK OF NEW YORK )
By:
_______________________
AUTHORISED SIGNATORY
PRINCIPAL PAYING AGENT
PAYING AGENT
AGENT BANK
REGISTRAR
TRANSFER AGENT
EXECUTED AS A DEED )
for and on behalf of )
THE BANK OF NEW YORK )
By:
________________________
AUTHORISED SIGNATORY
- 38 -
LOAN NOTE ISSUER
EXECUTED AS A DEED by )
RBS CARDS SECURITISATION FUNDING LIMITED )
By:
_______________________
DIRECTOR
CLASS A SWAP COUNTERPARTY
CLASS B SWAP COUNTERPARTY
CLASS C SWAP COUNTERPARTY
EXECUTED AS A DEED by )
THE ROYAL BANK OF SCOTLAND PLC )
By:
By:
JERSEY BANK ACCOUNT OPERATOR
ACCOUNT BANK
EXECUTED AS A DEED by )
THE ROYAL BANK OF SCOTLAND )
INTERNATIONAL LIMITED )
By:
By:
- 39 -
