X X X X X X X X LIMITED LIABILITY PARTNERSHIP
C H A N C E
8 JUNE 2006
TURQUOISE RECEIVABLES TRUSTEE LIMITED
as Receivables Trustee
HSBC BANK PLC
as Transferor
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TRUST SECTION 75 INDEMNITY
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This Deed of Indemnity is made on 8 June 2006
BETWEEN:
(1) TURQUOISE RECEIVABLES TRUSTEE LIMITED, a company incorporated in Jersey
with company registration number 92324 and having its registered office
at 00 Xxx Xxxxxx, Xx. Xxxxxx, Xxxxxx, Xxxxxxx Xxxxxxx XX0 0XX in its
capacity as trustee of the Receivables Trust (the "RECEIVABLES TRUSTEE",
which term shall include any successor of Turquoise Receivables Trustee
Limited in its capacity as trustee of the Receivables Trust); and
(2) HSBC BANK PLC, a company registered in England and Wales (registered
number 14259) having its registered office at 0 Xxxxxx Xxxxxx, Xxxxxx
X00 0XX (the "TRANSFEROR", which term shall include any successors or
permitted assigns); and
WHEREAS
(A) The Transferor is the legal owner of certain Receivables.
(B) The 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 certain of such Receivables to the
Receivables Trustee.
(C) The 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 the 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 Definitions Schedule set out in Schedule 6
of the Receivables Trust Deed and Servicing Agreement dated 23 May 2006
among inter alios the Receivables Trustee and the Transferor (the
"RTDSA") 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
2006-1" ("SERIES 2006-1"), the terms "AGGREGATE INVESTOR INDEMNITY
AMOUNT" and "EXCESS SPREAD" shall bear the same meanings herein as used
in the Series Supplement, dated 8 June 2006, to the RTDSA ("SERIES
2006-1 SUPPLEMENT").
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2. INDEMNITY
The Receivables Trustee hereby undertakes to indemnify and hold harmless
the Transferor in respect of any loss suffered by the Transferor arising
from 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 recovery by the 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 Transferor
Section 75 Liability,
will be applied to reduce the loss of the Transferor for the
purpose of ascertaining claims under this Deed; 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 the Transferor pursuant to this Deed will only be payable
to the extent the amount of the Aggregate Investor Indemnity Amount
allocable to Series 2006-1 can be met from the Excess Spread available
to Series 2006-1 for distribution for such purposes in accordance with
the Series 2006-1 Supplement.
4. It is expressly agreed and understood that this Deed is a corporate
obligation of each of the Transferor and the Receivables Trustee.
5. The Transferor agrees that it shall have no recourse, in respect of any
obligation, covenant or agreement of the Receivables Trustee made under
or pursuant to this Deed, against any shareholder, officer, agent or
director of the Receivables Trustee.
6. Without prejudice to the rights of any shareholder, officer, agent or
director of the Receivables Trustee described in Clause 5 to enforce the
provisions of Clause 5, a person who is not a party to this Deed has no
right under the Contract (Rights of Third Parties) Xxx 0000 to enforce
any term of this Deed.
7. This Deed shall be governed and construed in accordance with the laws of
England.
7.1 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.
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7.2 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 7.1 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.
7.3 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.
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IN WITNESS whereof this Deed has been executed as a deed by and on behalf of the
Receivables Trustee and the Transferor and is intended to be and is hereby
delivered on the date above written.
EXECUTED as a deed for and on behalf of )
TURQUOISE RECEIVABLES ) S.M. HOLLYWOOD
TRUSTEE LIMITED )
by one of its directors )
PROCESS AGENT:
Xxxxxxxx Chance Secretaries Limited
00 Xxxxx Xxxx Xxxxxx
Xxxxxx X00 0XX
EXECUTED AS A DEED )
By XXXXXXX XXXXXXXXX ) XXXXXXX XXXXXXXXX
acting as attorney )
for and on behalf of )
HSBC BANK PLC )
in the presence of: )
Signature of witness: XXX-XXXX WAN
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Name of witness: XXX-XXXX WAN
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Address: 00 Xxxxx Xxxx Xxxxxx, Xxxxxx, X00 0XX
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Occupation: Paralegal
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