Positivación internacional del Derecho Humano a la paz

RBS, acting through Cards Business, has been the servicer since 27 March 2000 when it was appointed by the initial beneficiaries of the receivables trust as initial servicer under the terms of a servicing agreement as supplemented from time to time (the "beneficiaries servicing agreement"). Pursuant to the beneficiaries servicing agreement and the NatWest deed of accession, NatWest as an additional beneficiary also appointed RBS as the servicer. The servicer carries out all servicing in relation to the receivables and (insofar as the interests of the beneficiaries are affected) the designated accounts in accordance with its credit card guidelines and its customary and usual procedures and in accordance with normal market practice (so far as consistent with its credit card guidelines). The servicer may also be directed by all the beneficiaries together (including the originator beneficiaries) to take actions in accordance with their instructions.

Among other things, the servicer's functions include crediting and debiting cardholders' accounts as appropriate.

The servicer is at all times required to take all practicable steps to:

• ensure that payments made to the originators by or on behalf of cardholders are received into the card operating accounts;

• identify any funds in the card operating accounts which are required to be transferred to the trustee collection account for the benefit of the beneficiaries; and

• ensure that such funds are so transferred when required.

The servicer also deposits collections on the receivables into the trustee collection account maintained for the receivables trust, calculates amounts from those collections to be allocated to each series investor interest and prepares monthly reports.

The servicer will not resign from its obligations and duties as servicer under the beneficiaries servicing agreement unless its performance of its obligations and duties is no longer permitted under applicable law and there is no reasonable action that it can take to remedy the situation. The servicer's resignation will not be effective until a successor servicer has been properly appointed. The servicer is entitled to delegate or sub-contract its duties and obligations, in accordance with its usual practices, to a third party as long as it remains the principal obligor under the beneficiaries servicing agreement and, if the third party is not part of the RBS group, the servicer has notified the rating agencies. Cards Business, as initial servicer, performs its functions in-house, but has sub-contracted some services relating to the credit cards.

For example, data scanning services are currently provided by Graphic Data Limited and Experian Limited and certain processing functions are subcontracted to TSS – see "The Credit Card Portfolio".

The servicer will indemnify each beneficiary against all reasonable loss, liability, expense, damage or injury caused by the servicer's fraud, wilful misconduct or gross negligence in performing its servicing functions. However, the servicer will not indemnify any beneficiary:

• for any loss arising from the negligence, fraud or wilful misconduct of that beneficiary or its agents;

• for any liabilities, costs or other expenses of the receivables trust for any action taken by the receivables trustee at the request of any beneficiary of any series to which that beneficiary belongs;

• for any loss or other claims that are incurred by such beneficiary acting in its capacity as beneficiary, including those resulting from defaulted accounts; or

• for any liabilities or other costs arising under any tax law, or any penalties or interest caused by a failure to comply with any tax law, payable by it in connection with the beneficiaries servicing agreement to any tax authority.

The directors, officers and other employees and agents of the servicer and the servicer itself will not be under any liability to the receivables trustee, the receivables trust, the originator beneficiaries, the investor beneficiaries, any enhancement provider or any other person under the beneficiaries servicing agreement or any related provider except in the case of fraud, wilful misconduct or gross negligence in performing its duties under the beneficiaries servicing agreement.

Any person into which the servicer may be merged or consolidated, or any person succeeding to or acquiring the business of the servicer in whole or in part, after executing a supplemental agreement to the beneficiaries servicing agreement and the delivery of a legal opinion, will become the successor to the servicer or co-servicer with the servicer under the beneficiaries servicing agreement.

The servicer will certify on an annual basis that, to the best of its knowledge, it has fully performed all its obligations under the beneficiaries servicing agreement with respect to the preceding year and no default in the performance of such obligations has occurred or is continuing except as otherwise disclosed.

Servicer Compensation

The servicer is entitled to receive a fee from the beneficiaries of the receivables trust for each month.

This fee is called the servicing fee and is payable monthly on each distribution date, to the extent that those monies are available. Any amounts payable by the investor beneficiaries in respect of the servicing fee will be inclusive of value added tax, if any. The "servicing fee" will be equal to one-twelfth of the product of:

• the weighted average of the percentages specified in each series supplement as being the series servicing fee percentage for each outstanding series – weighted by the investor interest for each series; and

• the average daily total outstanding face amount of principal receivables during that monthly period.

The portion of the servicing fee payable by the investor beneficiary to the servicer in respect of each series on any distribution date is called the "investor servicing fee" and will be equal to one-twelfth of the product of:

• (1) 0.75 per cent.; or

(2) another percentage agreed with the investor beneficiaries (and disclosed in the relevant final terms) as long as RBS, acting through Cards Business, is the servicer provided that each of the rating agencies confirms in writing that the new percentage will not cause them to reduce or withdraw their then current ratings on any debt that is secured directly or indirectly on the receivables in the receivables trust, including your notes; and

• the adjusted investor interest as at the last day of the monthly period before that distribution date.

The balance of the servicing fee not payable by the investor beneficiaries will be payable by the originators and is called the "originator servicing fee". If the servicer is also an originator beneficiary in any monthly period, the originator servicing fee for that monthly period will not be paid.

Servicer's Representations, Warranties and Covenants

The servicer made customary representations, warranties and covenants on the establishment of the receivables trust. The representations and warranties included:

• the servicer is a corporation duly incorporated under the laws of Scotland with full corporate power, authority and legal right to own its assets and conduct its business, and with power to enter into the relevant documents to which it is a party as servicer and all corporate and other action required to authorise its execution of each such relevant document and its performance of its obligations thereunder in such capacity has been duly taken;

• all acts, conditions and things required to be done, fulfilled and performed in order (i) to enable it lawfully to enter into, exercise its rights under and perform and comply with the obligations expressed to be assumed by it in its capacity as servicer, (ii) to ensure that such obligations are

legal, valid and binding on it, and (iii) to make each relevant document admissible in evidence in England have been done save for the payment of stamp duty in the United Kingdom;

• the obligations assumed by it in each relevant document to which it is a party are legal and valid obligations binding on it and enforceable against it in accordance with its terms, subject to applicable bankruptcy laws, general equitable principles and other limitations on enforcement in the jurisdiction of an obligor;

• the execution and delivery of each relevant document to which it is a party and the exercise of its rights and the performance of its obligations thereunder in such capacity will not conflict with or violate any requirement of law;

• there are no proceedings or investigations pending or, to the best of its knowledge, threatened against the servicer before any court, regulatory body, arbitral tribunal or public or administrative body or agency asserting the invalidity of any relevant document to which it is a party, seeking to prevent the entering into of any of the transactions contemplated by any relevant document, seeking any determination or ruling that, in the reasonable opinion of the servicer, would materially and adversely affect the performance by it of its obligations under any relevant document to which it is a party or seeking any determination or ruling what would materially and adversely affect the validity or enforceability of any relevant document to which it is a party; and

• the execution and delivery of each relevant document to which it is a party and the exercise by the servicer of its rights and the performance of its obligations thereunder will not conflict with, result in any breach of the material terms and provisions of, or constitute (with or without notice or lapse of time or both) a material default under, any agreement, indenture, contract, mortgage, trust deed or other instrument to which it is a party or by which it or any of its assets is otherwise bound.

The covenants require the servicer:

• to satisfy all obligations on its part to be fulfilled under or in connection with each receivable and each designated account, and maintain in effect all qualifications required under requirements of law in order to service properly each receivable and each designated account and to comply in all material respects with all other requirements of law in connection with servicing each receivable and each designated account the failure to comply with which would have a material adverse effect on the interests of any investor beneficiary or enhancement provider;

• on or before 31 December of each calendar year, to cause a firm of internationally recognised independent auditors (which may also render other services to the servicer) to furnish a report to the investor beneficiaries, any enhancement provider and each rating agency to the effect that:

(a) such firm has made a study and evaluation, in accordance with generally accepted auditing standards in the United Kingdom, of the servicer's internal accounting controls relating to the servicing of designated accounts under the beneficiaries servicing agreement;

(b) on the basis of such study and evaluation, such firm is of the opinion (assuming the accuracy of any reports generated by the servicer) that the system of internal accounting controls in effect on the date specified in such report, relating to servicing procedures performed by the servicer, taken as a whole, was sufficient for the prevention and detection of errors and irregularities in amounts that would be material to the financial statements relating to the receivables prepared by the servicer; and

(c) such servicing was conducted in compliance with the provisions of the beneficiaries servicing agreement during the period covered by such report, except for such exceptions, errors or irregularities as such firm shall believe to be immaterial to the financial statements of the servicer and such other exceptions, errors or irregularities as shall be set forth in such report;

• on or before 31 December of each calendar year, to cause a firm of internationally recognised independent auditors to furnish a report, prepared using generally accepted auditing standards in the United Kingdom to the investor beneficiaries and each rating agency to the effect that:

(a) they have compared the mathematical calculations of each amount set forth in the monthly trust cash manager's reports during the period covered by such report with the servicer's computer reports which were the source of such amounts; and

(b) on the basis of such comparison, such firm is of the opinion that such amounts are in agreement, except for such exceptions as it believes to be immaterial to the financial statements of the servicer and such other exceptions as shall be set forth in such report;

• to inform the beneficiaries of the existence of any non-conforming receivables and corresponding non-conforming accounts on the relevant redesignation date;

• to maintain insurance coverage against losses through wrongdoing of its officers and employees who are involved in the servicing of credit card receivables covering such actions and in such amounts as it believes to be reasonable from time to time;

• to at all times take all practicable steps to:

(a) ensure that payments made to an originator or, if applicable, an additional originator, by obligors are received into the operating account of such originator or additional originator;

(b) identify any funds in each operating account which are required to be transferred to the trustee collection account for the benefit of the beneficiaries; and

(c) ensure that such funds are so transferred when required;

• not to consolidate with or merge into any other corporation or convey or transfer its properties and assets substantially as an entirety to any person unless:

(a) the corporation formed by such consolidation or into which the servicer is merged shall expressly assume the performance of the obligations of the servicer; or

(b) the servicer shall have delivered notice to the beneficiaries from each rating agency then rating any notes that such consolidation, merger, conveyance or transfer will not result in the reduction or withdrawal of the then-current rating of such notes.

Termination of Appointment of Servicer

The appointment of RBS, acting through Cards Business, as servicer under the beneficiaries servicing agreement and the appointment of any person to replace anyone then acting as the servicer — called a

"successor servicer" — will terminate after a servicer default occurs.

"servicer default" means any one of the following events:

(1) failure on the part of the servicer duly to observe or perform any covenant or agreement of the servicer contained in the beneficiaries servicing agreement, or any other relevant document, that has a material adverse effect on the interests of the investor beneficiaries of any outstanding series; this failure will constitute a servicer default only if it remains unremedied and continues to have an adverse effect on the interests of the investor beneficiaries for 60 days after the receipt of a notice of the failure is given; the notice of the failure will be given by either: (1) the receivables trustee to the servicer, or (2) the investor beneficiaries to the receivables trustee and the servicer; if the notice is given by the investor beneficiaries it will be on the instruction of a group of holders of the loan notes representing more than fifty per cent. of the total face value of the loan note outstanding of any outstanding series adversely affected;

(2) delegation by the servicer of its duties under the beneficiaries servicing agreement to any other entity, except as permitted by the beneficiaries servicing agreement;

(3) any relevant representation, warranty or certification made by the servicer in the beneficiaries servicing agreement or in any certificate delivered under the beneficiaries servicing agreement was incorrect when made, which has a material adverse effect on the interests of the investor beneficiaries of any outstanding series; this failure will only be a servicer default if it remains unremedied and continues to have an adverse effect on the interests of the investor beneficiaries for 60 days after the receipt of a notice of the failure is given; the notice of the failure will be given by either: (1) the receivables trustee to the servicer, or (2) the investor beneficiaries to the receivables trustee and the servicer; if the notice is given by the investor beneficiaries it will be on the instruction of a group of holders of the loan notes representing more than fifty per cent. of the total face value of the loan notes outstanding of any outstanding series adversely affected;

(4) the servicer agrees to or takes any corporate action to appoint a receiver, administrator, administrative receiver, trustee or similar officer of it or of all of its revenues and assets;

(5) an order of the court is made for its winding-up, dissolution, administration or re-organisation that has remained in force undischarged or unstayed for 60 days;

(6) a receiver, administrator, administrative receiver, trustee or similar officer of it or all of its revenues and assets is appointed;

(7) a duly authorised officer of the servicer admits in writing that the servicer is unable to pay its debts as they fall due within the meaning of section 123(1) of the Insolvency Act 1986; or (8) the servicer makes a general assignment for the benefit of or a composition with its creditors or it

voluntarily suspends payment of its obligations with a view to the general readjustment or rescheduling of its indebtedness.

Each grace period referred to in (1), (3) and (5) represents the extra number of days before a servicer default can be called, allowing the servicer time to remedy an event which would otherwise be a servicer default. In addition, if an event has been caused by so-called acts of God or uncontrollable circumstances, then it will not be a servicer default. These circumstances are called force majeure events and are listed in the beneficiaries servicing agreement.

Within two operating business days after the servicer becomes aware of any servicer default, the servicer must notify the beneficiaries, each rating agency, the security trustee and any enhancement provider as soon as possible in writing. The beneficiaries must give each rating agency and the security trustee notice of any removal of the servicer and appointment of a successor servicer.

After the servicer receives a termination notice from the beneficiaries and a successor servicer is appointed, the duties of acting as servicer of the receivables under the beneficiaries servicing agreement will pass from the then servicer to the successor servicer. The beneficiaries servicing agreement contains the requirements for the transfer of the servicing role, including the transfer of authority over collections, the transfer of electronic records and the disclosure of information.

After it receives a termination notice, the servicer will continue to act as servicer until the date agreed by it and the beneficiaries. The beneficiaries must try to appoint a successor servicer that is an "eligible servicer".

If the beneficiaries cannot appoint a successor servicer and the servicer delivers a certificate that says it cannot in good faith cure the servicer default, then the receivables trustee will start the process of selling the receivables. The beneficiaries will notify any enhancement providers of the proposed sale of the receivables by the receivables trustee to a third party and will provide each enhancement provider an opportunity to bid on purchasing the receivables.

The proceeds of the sale will be deposited in the trust accounts for distribution to the beneficiaries as set out in the beneficiaries servicing agreement and the series supplements.

The proceeds of the sale will be deposited in the trust accounts for distribution to the beneficiaries as set out in the beneficiaries servicing agreement and the series supplements.