EXHIBIT 10.4
X X X X X X X X
C H A N C E
LIMITED LIABILITY PARTNERSHIP
CONFORMED COPY
27 MARCH 2000
SOUTH GYLE RECEIVABLES TRUSTEE LIMITED
as Receivables Trustee
THE ROYAL BANK OF SCOTLAND PLC
acting through its business division RBS Cards
and
RBS ADVANTA
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TRUST SECTION 75 INDEMNITY
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This Deed of Indemnity is made in Jersey on 27 March 2000
BETWEEN:
(1) SOUTH GYLE RECEIVABLES TRUSTEE LIMITED, a company incorporated in Jersey
with company registration number 76197 and having its registered office at
00 Xxxxxxxxx Xxxxxx, Xx. Xxxxxx, Xxxxxx XX0 0XX in its capacity as trustee
of the Receivables Trust (the "RECEIVABLES TRUSTEE", which term shall
include any successor of South Gyle Receivables Trustee Limited in its
capacity as trustee of the Receivables Trust);
(2) THE ROYAL BANK OF SCOTLAND PLC acting through its business division RBS
CARDS, whose registered office is located at 00 Xx. Xxxxxx Xxxxxx,
Xxxxxxxxx, XX0 0XX ("RBS CARDS", which term shall include any successors
or permitted assigns); and
(3) RBS ADVANTA a company incorporated in Scotland with unlimited liability
and whose registered office is located at 00 Xx. Xxxxxx Xxxxxx, Xxxxxxxxx,
XX0 0XX ("RBS ADVANTA", which term shall include any successors or
permitted assigns, and which, together with RBS Cards, shall be referred
to herein as the "TRANSFERORS").
WHEREAS
(A) Each Transferor is the legal owner of certain Receivables.
(B) The Transferors have entered into certain agreements pursuant to which
they have agreed to make offers from time to time to transfer by way of
assignment under English law or declarations of trust under Scots law
certain of such Receivables to the Receivables Trustee.
(C) The Transferors have certain potential liabilities in their capacities as
original Creditor with respect to Receivables under Section 75 of the
Consumer Credit Xxx 0000 (each, a "TRANSFEROR SECTION 75 LIABILITY"). The
Receivables Trustee has agreed to indemnify each Transferor pursuant to
the terms of and subject to the conditions of this Deed in respect of such
claims.
NOW THIS DEED WITNESSETH as follows:
1. INTERPRETATION
1.1 Whenever used in this Deed and in the Recitals hereto, the words and
phrases defined in the Master Framework Agreement dated as of the date
hereof and made by, inter alios, the Receivables Trustee and the
Transferors 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 the words "AGGREGATE INVESTOR INDEMNITY AMOUNT",
"APPLICABLE SERIES" and "AVAILABLE SPREAD" shall bear the same meanings
herein as used in the Series 00-A Supplement and the Series 00-B
Supplement, each dated 27 March 2000, to the Receivables Trust Deed and
Trust Cash Management Agreement dated 27 March 2000.
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2. INDEMNITY
The Receivables Trustee hereby undertakes to indemnify and hold harmless
each Transferor in respect of any loss suffered by such 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 such Transferor:
(a) in accordance with its statutory right of indemnification from
Suppliers; and
(b) made pursuant to its rights of "CHARGE-BACK" (if any) under
the operating regulations of the relevant payment system in
respect of the transaction giving rise to the relevant
Transferor Section 75 Liability,
will be applied to reduce the loss of the relevant Transferor for
the purpose of ascertaining claims under this Deed; and
(ii) the maximum liability of the Receivables Trustee hereunder in
respect of any Transferor Section 75 Liability will be limited to an
amount equal to the Credit Advance relating to the transaction
giving rise to that Transferor Section 75 Liability.
3. Claims made by any Transferor pursuant to this Deed will only be payable
to the extent the amount of the Aggregate Investor Indemnity Amount
allocable to each Applicable Series can be met from Available Spread
available to each Applicable Series for distribution for such purposes in
accordance with the relevant Supplement.
4. This Deed shall be governed and construed in accordance with the laws of
England.
4.1 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.
4.2 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 4.1
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.
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IN WITNESS whereof this Deed has been executed as a deed by and on behalf of
the Receivables Trustee, RBS Cards and RBS Advanta and is intended to be
and is hereby delivered on the date above written.
EXECUTED as a deed for and on behalf of )
SOUTH GYLE RECEIVABLES )
TRUSTEE LIMITED )
by one of its directors ) XXXXX XXXXXXX
in the presence of: Xxxxxxx Xxx )
PROCESS AGENT:
Xxxxxxxx Chance Secretaries
Limited
000 Xxxxxxxxxx Xxxxxx
Xxxxxx XX0X 0XX
EXECUTED as a deed by )
THE ROYAL BANK OF SCOTLAND PLC )
acting through its business division )
RBS CARDS )
by its duly authorised ) XXXXXXX XXXXXXX
attorney in the presence of: Xxxxxxx Xxx )
EXECUTED as a deed by )
RBS ADVANTA )
by its duly authorised ) XXXXXXX XXXXXXX
attorney in the presence of:Xxxxxxx Xxx )
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