Unassociated Document


     

    
      EXHIBIT
4.1

    

    
 

    GE
CAPITAL CREDIT CARD MASTER NOTE TRUST,

     

    as
Issuer

     

    And

     

    DEUTSCHE
BANK TRUST COMPANY AMERICAS,

     

    as
Indenture Trustee

     

    


    


    


    Series
2011-1 INDENTURE SUPPLEMENT

     

    Dated as
of January 27, 2011

     

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    TABLE OF CONTENTS

    


    Page


     

    
      
        
          	
                  ARTICLE
      I

                	
                  DEFINITIONS

                
	
                  SECTION
      1.1.

                	
                  Definitions

                	
                  1

                
	
                  SECTION
      1.2.

                	
                  Incorporation
      of Terms

                	
                  14

                
	
                  ARTICLE
      II

                	
                  CREATION
      OF THE SERIES 2011-1 NOTES

                
	
                  SECTION
      2.1.

                	
                  Designation

                	
                  14

                
	
                  SECTION
      2.2.

                	
                  Transfer
      Restrictions

                	
                  14

                
	
                  ARTICLE
      III

                	
                  REPRESENTATIONS,
      WARRANTIES AND COVENANTS

                
	
                  SECTION
      3.1.

                	
                  Representations,
      Warranties and Covenants with respect to Receivables

                	
                  16

                
	
                  SECTION
      3.2.

                	
                  Representations,
      Warranties and Covenants with respect to ERISA

                	
                  16

                
	
                  ARTICLE
      IV

                	
                  RIGHTS
      OF SERIES 2011-1 NOTEHOLDERS AND ALLOCATION AND APPLICATION OF
      COLLECTIONS

                
	
                  SECTION
      4.1.

                	
                  Determination
      of Interest and Principal

                	
                  17

                
	
                  SECTION
      4.2.

                	
                  Establishment
      of Accounts

                	
                  18

                
	
                  SECTION
      4.3.

                	
                  Calculations
      and Series Allocations

                	
                  19

                
	
                  SECTION
      4.4.

                	
                  Application
      of Available Finance Charge Collections and Available Principal
      Collections

                	
                  22

                
	
                  SECTION
      4.5.

                	
                  Distributions

                	
                  25

                
	
                  SECTION
      4.6.

                	
                  Investor
      Charge-Offs

                	
                  25

                
	
                  SECTION
      4.7.

                	
                  Reallocated
      Principal Collections

                	
                  26

                
	
                  SECTION
      4.8.

                	
                  Excess
      Finance Charge Collections

                	
                  26

                
	
                  SECTION
      4.9.

                	
                  Shared
      Principal Collections

                	
                  26

                
	
                  SECTION
      4.10.

                	
                  Reserve
      Account

                	
                  26

                
	
                  SECTION
      4.11.

                	
                  Spread
      Account

                	
                  27

                
	
                  SECTION
      4.12.

                	
                  Investment
      of Accounts

                	
                  28

                
	
                  SECTION
      4.13.

                	
                  Controlled
      Accumulation Period

                	
                  29

                
	
                  SECTION
      4.14.

                	
                  Determination
      of LIBOR

                	
                  29

                
	
                  SECTION
      4.15.

                	
                  Deposit
      of Collections

                	
                  29

                
	
                  ARTICLE
      V

                	
                  DELIVERY
      OF SERIES 2011-1 NOTES; REPORTS TO SERIES 2011-1
    NOTEHOLDERS

                
	
                  SECTION
      5.1.

                	
                  Delivery
      and Payment for the Series 2011-1 Notes

                	
                  30

                


        

      

    

    



    
      
         


      

      
        -i-

        
          

        

      

      
         


      

    


    TABLE
OF CONTENTS

    (continued)

    Page

     

    


    
      
        
          	
                  SECTION
      5.2.

                	
                  Reports
      and Statements to Series 2011-1 Noteholders

                	
                  30

                
	
                  ARTICLE
      VI

                	
                  SERIES
      2011-1 EARLY AMORTIZATION EVENTS

                	 
      
	
                  SECTION
      6.1.

                	
                  Series
      2011-1 Early Amortization Events

                	
                  30

                
	
                  ARTICLE
      VII

                	
                  REDEMPTION
      OF SERIES 2011-1 NOTES; FINAL DISTRIBUTIONS; SERIES
      TERMINATION

                
	
                  SECTION
      7.1.

                	
                  Optional
      Redemption of Series 2011-1 Notes; Final Distributions

                	
                  32

                
	
                  SECTION
      7.2.

                	
                  Series
      Termination

                	
                  33

                
	
                  ARTICLE
      VIII

                	
                  MISCELLANEOUS
      PROVISIONS

                
	
                  SECTION
      8.1.

                	
                  Ratification
      of Indenture; Amendments

                	
                  33

                
	
                  SECTION
      8.2.

                	
                  Form
      of Delivery of the Series 2011-1 Notes

                	
                  33

                
	
                  SECTION
      8.3.

                	
                  Counterparts

                	
                  33

                
	
                  SECTION
      8.4.

                	
                  GOVERNING
      LAW

                	
                  34

                
	
                  SECTION
      8.5.

                	
                  Limitation
      of Liability

                	
                  35

                
	
                  SECTION
      8.6.

                	
                  Rights
      of the Indenture Trustee

                	
                  35

                
	
                  SECTION
      8.7.

                	
                  Notice
      Address for Rating Agencies

                	
                  35

                
	
                  SECTION
      8.8.

                	
                  Compliance
      with Applicable Anti-Terrorism and Anti-Money Laundering
      Regulations

                	
                  35

                
	
                  SECTION
      8.9.

                	
                  Notes
      to be Treated as Debt for Tax

                	
                  36

                
	
                  SECTION
      8.10.

                	
                  Deemed
      Consent

                	
                  36

                


        

      

    

    


     

    EXHIBITS

     

    EXHIBIT
A-1                FORM
OF CLASS A NOTE

     

    EXHIBIT
A-2                FORM
OF CLASS B NOTE

     

    EXHIBIT
A-3                FORM
OF CLASS C NOTE

     

    EXHIBIT
B                    FORM
OF MONTHLY NOTEHOLDER’S STATEMENT

     

    SCHEDULES

    


    
      	
              SCHEDULE
      I

            	
              PERFECTION
      REPRESENTATIONS, WARRANTIES AND COVENANTS (WITH RESPECT TO
      RECEIVABLES)

            


    

     

    
      
         


      

      
        -ii-

        
          

        

      

      
         


      

    


    SERIES
2011-1 INDENTURE SUPPLEMENT, dated as of January 27, 2011 (the “Indenture
Supplement”), between GE CAPITAL CREDIT CARD MASTER NOTE TRUST, a
Delaware statutory trust (herein, the “Issuer” or the “Trust”), and DEUTSCHE
BANK TRUST COMPANY AMERICAS, a New York banking corporation, not in its
individual capacity, but solely as indenture trustee (herein, together with its
successors in the trusts thereunder as provided in the Master Indenture referred
to below, the “Indenture Trustee”)
under the Master Indenture, dated as of September 25, 2003 (the “Indenture”), between
the Issuer and the Indenture Trustee, as amended by the Omnibus Amendment No.1
to Securitization Documents, dated as of February 9, 2004, among RFS Holding,
L.L.C., RFS Funding Trust, the Issuer, Deutsche Bank Trust Company Delaware, as
trustee of RFS Funding Trust, RFS Holding, Inc., and the Indenture Trustee, as
further amended by the Second Amendment to Master Indenture, dated as of June
17, 2004, between the Issuer and the Indenture Trustee, as further amended by
the Third Amendment to Master Indenture, dated as of August 31, 2006, between
the Issuer and the Indenture Trustee, as further amended by the Fourth Amendment
to Master Indenture, dated as of June 28, 2007, between the Issuer and the
Indenture Trustee, as further amended by the Fifth Amendment to Master
Indenture, dated as of May 22, 2008, between the Issuer and the Indenture
Trustee, and as further amended by the Sixth Amendment to Master Indenture,
dated as of August 7, 2009, between the Issuer and the Indenture Trustee (the
Indenture, together with this Indenture Supplement, the “Agreement”).

     

    The
Principal Terms of this Series are set forth in this Indenture Supplement to the
Indenture.

     

    ARTICLE
I

    DEFINITIONS

     

    SECTION
1.1.  Definitions.

     

    (a)           Capitalized
terms used and not otherwise defined herein are used as defined in Section 1.1 of the
Indenture. This Indenture Supplement shall be interpreted in accordance with the
conventions set forth in Section 1.2 of the
Indenture.

     

    (b)           Each
capitalized term defined herein relates only to Series 2011-1 and to no other
Series.  Whenever used in this Indenture Supplement, the following
words and phrases shall have the following meanings:

     

    “Accumulation
Shortfall” means (a) for the first Payment Date during the Controlled
Accumulation Period, zero; and (b) thereafter, for any Payment Date during the
Controlled Accumulation Period, the excess, if any, of the Controlled Deposit
Amount for the previous Payment Date over the amount deposited into the
Principal Accumulation Account pursuant to Section 4.4(c)(i) for
the previous Payment Date.

     

    “Addition Date” means
an “Addition Date” as such term is defined in the Transfer
Agreement.

     

    “Additional Interest”
means, for any Payment Date, Class A Additional Interest, Class B
Additional Interest and Class C Additional Interest for such Payment
Date.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    “Administration
Agreement” means the Administration Agreement, dated as of September 25,
2003, between the Administrator and the Issuer.

     

    “Administrator” means
General Electric Capital Corporation, in its capacity as Administrator under the
Administration Agreement or any other Person designated as an Administrator
under the Administration Agreement.

     

    “Agreement” is defined
in the preamble.

     

    “Allocation
Percentage” means, with respect to any Monthly Period, the percentage
equivalent of a fraction:

     

    (a)  the
numerator of which shall be equal to:

     

    (i)  for
Principal Collections during the Revolving Period and for Finance Charge
Collections and Default Amounts at any time, the Collateral Amount at the end of
the last day of the prior Monthly Period (or, in the case of the first Monthly
Period, on the Closing Date); or

     

    (ii)  for
Principal Collections during the Early Amortization Period and the Controlled
Accumulation Period, the Collateral Amount at the end of the last day of the
Revolving Period; provided that on and
after the date on which the Principal Accumulation Account Balance equals the
Note Principal Balance, the numerator shall equal zero; and

     

    (b)  the
denominator of which shall be the greater of (x) the Aggregate Principal
Receivables determined as of the close of business on the last day of the prior
Monthly Period (or, in the case of the first Monthly Period, on the Closing
Date) and (y) the sum of the numerators used to calculate the allocation
percentages for allocations with respect to Finance Charge Collections,
Principal Collections or Default Amounts, as applicable, for all outstanding
Series on such date of determination; provided that if one
or more Reset Dates occur in a Monthly Period, the denominator determined
pursuant to clause (x) of this clause (b) shall be (A) the Aggregate Principal
Receivables as of the close of business on the last day of the prior Monthly
Period for the period from and including the first day of the current Monthly
Period, to but excluding such Reset Date and (B) the Aggregate Principal
Receivables as of the close of business on such Reset Date, for the period from
and including such Reset Date to the earlier of the last day of such Monthly
Period (in which case such period shall include such day) or the next succeeding
Reset Date (in which case such period shall not include such succeeding Reset
Date); and provided, further, that
notwithstanding the preceding proviso, if a Reset Date occurs during any Monthly
Period and the Issuer is permitted to make a single monthly deposit to the
Collection Account pursuant to Section 8.4 of the
Indenture for such Monthly Period, then the denominator determined pursuant to
clause (x) of this clause (b) for each day during such Monthly Period shall
equal the Average Principal Balance for such Monthly Period.

     

    “Available Finance Charge
Collections” means, for any Monthly Period, an amount equal to the sum of
(a) the Investor Finance Charge Collections for such Monthly Period, (b) the
Series 2011-1 Excess Finance Charge Collections for such Monthly Period, (c)
Principal Accumulation Investment Proceeds, if any, with respect to the related
Transfer Date, (d) interest and earnings on funds on deposit in the Reserve
Account which will be deposited into the Finance Charge Account on the related
Payment Date to be treated as Available Finance Charge Collections pursuant to
Section
4.10(a), and (e) amounts, if any, to be withdrawn from the Reserve
Account which will be deposited into the Finance Charge Account on the related
Transfer Date to be treated as Available Finance Charge Collections pursuant to
Section
4.10(c).

     

    
      
         


      

      
        2

        
          

        

      

      
         


      

    

     

    “Available Principal
Collections” means, for any Monthly Period, an amount equal to the sum of
(a) the Investor Principal Collections for such Monthly Period, minus (b) the amount
of Reallocated Principal Collections with respect to such Monthly Period which
pursuant to Section 4.7 are
required to be applied on the related Payment Date, plus (c) the sum of
(i) any Shared Principal Collections with respect to other Principal Sharing
Series (including any amounts on deposit in the Excess Funding Account that are
allocated to Series 2011-1 for application as Shared Principal Collections),
(ii) the aggregate amount to be treated as Available Principal Collections
pursuant to Sections
4.4(a)(vi), (vii) and (x), and (iii) during
an Early Amortization Event, the amount of Available Finance Charge Collections
used to pay principal on the Notes pursuant to Section 4.4(a)(xiii)
for the related Payment Date.

     

    “Available Reserve Account
Amount” means, for any Transfer Date, the lesser of (a) the amount on
deposit in the Reserve Account (after taking into account any interest and
earnings retained in the Reserve Account pursuant to Section 4.10(b) on
such date, but before giving effect to any deposit made or to be made pursuant
to Section
4.4(a)(viii) to the Reserve Account on such date) and (b) the Required
Reserve Account Amount.

     

    “Available Spread Account
Amount” means, for any Transfer Date, an amount equal to the lesser of
(a) the amount on deposit in the Spread Account (exclusive of Investment
Earnings on such date and before giving effect to any deposit to, or withdrawal
from, the Spread Account made or to be made with respect to such date) and (b)
the Required Spread Account Amount, in each case on such Transfer
Date.

     

    “Average Principal
Balance” means for any Monthly Period in which a Reset Date occurs, the
sum of (i) the Aggregate Principal Receivables determined as of the close of
business on the last day of the prior Monthly Period, multiplied by a
fraction the numerator of which is the number of days from and including the
first day of such Monthly Period, to but excluding the related Reset Date, and
the denominator of which is the number of days in such Monthly Period, and (ii)
for each such Reset Date, the product of the Aggregate Principal Receivables
determined as of the close of business on such Reset Date, multiplied by a
fraction, the numerator of which is the number of days from and including such
Reset Date, to the earlier of the last day of such Monthly Period (in which case
such period shall include such date) or the next succeeding Reset Date (in which
case such period shall exclude such date), and the denominator of which is the
number of days in such Monthly Period.

     

    “Base Rate” means, for
any Monthly Period, the annualized percentage equivalent of a fraction, the
numerator of which is equal to the sum of (a) the Monthly Interest, (b) the
amount required to be paid pursuant to Section 4.4(a)(i) and
(c) the Noteholder Servicing Fee, each with respect to the related Payment Date,
and the denominator of which is the Collateral Amount plus amounts on deposit in
the Principal Accumulation Account, each as of the close of business on the last
day of such Monthly Period.

     

    
      
         


      

      
        3

        
          

        

      

      
         


      

    

     

    “Benefit Plan” means
(i) an “employee benefit plan” as defined in Section 3(3) of ERISA, that is
subject to Title I of ERISA, (ii) a “plan” as defined in Section 4975 of the
Code that is subject to Section 4975 of the Code, (iii) an entity whose
underlying assets include plan assets by reason of investment by an employee
benefit plan or plans in such entity, or (iv) a governmental plan, church plan
or non-U.S. plan that is subject to any Similar Law.

     

    “Business Day” means
any day that is not a Saturday, a Sunday or a day on which banks are required or
permitted to be closed in the State of New York or the State of
Connecticut.

     

    “Class A Additional
Interest” is defined in Section
4.1(a).

     

    “Class A Deficiency
Amount” is defined in Section
4.1(a).

     

    “Class A Monthly
Interest” is defined in Section
4.1(a).

     

    “Class A Note Initial
Principal Balance” means $600,000,000.

     

    “Class A Note Interest
Rate” means a per annum rate of 0.55% in excess of LIBOR as determined on
the LIBOR Determination Date for the applicable Interest Period.

     

    “Class A Note Principal
Balance” means, on any date of determination, an amount equal to (a) the
Class A Note Initial Principal Balance, minus (b) the
aggregate amount of principal payments made to the Class A Noteholders on or
prior to such date.

     

    “Class A Noteholder”
means the Person in whose name a Class A Note is registered in the Note
Register.

     

    “Class A Notes” means
any one of the Notes executed by the Issuer and authenticated by or on behalf of
the Indenture Trustee, substantially in the form of Exhibit
A-1.

     

    “Class A Required
Amount” means, for any Payment Date, an amount equal to the excess of the
amounts described in Sections 4.4(a)(i),
(ii) and (iii) over Available
Finance Charge Collections applied to pay such amount pursuant to Section
4.4(a).

     

    “Class B Additional
Interest” is defined in Section
4.1(b).

     

    “Class B Deficiency
Amount” is defined in Section
4.1(b).

     

    “Class B Monthly
Interest” is defined in Section
4.1(b).

     

    “Class B Note Initial
Principal Balance” means $86,557,377.

     

    “Class B Note Interest
Rate” means a per annum rate of 1.05% in excess of LIBOR as determined on
the LIBOR Determination Date for the applicable Interest Period.

     


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    “Class B Note Principal
Balance” means, on any date of determination, an amount equal to (a) the
Class B Note Initial Principal Balance, minus (b) the
aggregate amount of principal payments made to the Class B Noteholders on or
prior to such date.

     

    “Class B Noteholder”
means the Person in whose name a Class B Note is registered in the Note
Register.

     

    “Class B Notes” means
any one of the Notes executed by the Issuer and authenticated by or on behalf of
the Indenture Trustee, substantially in the form of Exhibit
A-2.

     

    “Class B Required
Amount” means, for any Payment Date, an amount equal to the excess of the
amount described in Section 4.4(a)(iv)
over Available Finance Charge Collections applied to pay such amount pursuant to
Section
4.4(a).

     

    “Class C Additional
Interest” is defined in Section
4.1(c).

     

    “Class C Deficiency
Amount” is defined in Section
4.1(c).

     

    “Class C Monthly
Interest” is defined in Section
4.1(c).

     

    “Class C Note Initial
Principal Balance” means $57,049,180.

     

    “Class C Note Interest
Rate” means a per annum rate of 2.10% in excess of LIBOR as determined on
the LIBOR Determination Date for the applicable Interest Period.

     

    “Class C Note Principal
Balance” means, on any date of determination, an amount equal to (a) the
Class C Note Initial Principal Balance, minus (b) the
aggregate amount of principal payments made to the Class C Noteholders on or
prior to such date.

     

    “Class C Noteholder”
means the Person in whose name a Class C Note is registered in the Note
Register.

     

    “Class C Notes” means
any one of the Notes executed by the Issuer and authenticated by or on behalf of
the Indenture Trustee, substantially in the form of Exhibit
A-3.

     

    “Class C Required
Amount” means with respect to any Payment Date, an amount equal to the
excess of the amount described in Section 4.4(a)(v)
over Available Finance Charge Collections applied to pay such amount pursuant to
Section
4.4(a).

     

    “Closing Date” means
January 27, 2011.

     

    “Collateral Amount”
means, as of any date of determination, an amount equal to the excess of (a) the
Initial Collateral Amount, over (b) the sum of
(i) the amount of principal previously paid to the Series 2011-1 Noteholders
(other than any principal payments made from funds on deposit in the Spread
Account), (ii) reductions in the Collateral Amount pursuant to Section 4.4(f), (iii)
the Principal Accumulation Account Balance, and (iv) the excess, if any, of the
aggregate amount of Investor Charge-Offs and Reallocated Principal Collections
over the
reimbursements of such amounts pursuant to Section 4.4(a)(vii)
prior to such date.

     


    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    “Controlled Accumulation
Amount” means, for any Payment Date with respect to the Controlled
Accumulation Period, $247,868,853; provided, however, that if the
Controlled Accumulation Period Length is determined to be less than or more than
three months pursuant to Section 4.13, the
Controlled Accumulation Amount for each Payment Date with respect to the
Controlled Accumulation Period will be equal to (i) the initial Note Principal
Balance divided
by (ii) the Controlled Accumulation Period Length; provided, further, that the
Controlled Accumulation Amount for any Payment Date shall not exceed the Note
Principal Balance minus any amount already on deposit in the Principal
Accumulation Account on such Payment Date.

     

    “Controlled Accumulation
Period” means, unless an Early Amortization Event shall have occurred
prior thereto, the period commencing at the opening of business on September 22,
2013 or such other date as is determined in accordance with Section 4.13 and
ending on the first to occur of (a) the commencement of the Early Amortization
Period and (b) the Final Payment Date.

     

    “Controlled Accumulation
Period Length” is defined in Section
4.13.

     

    “Controlled Deposit
Amount” means, for any Payment Date with respect to the Controlled
Accumulation Period, an amount equal to the sum of the Controlled Accumulation
Amount for such Payment Date and any existing Accumulation
Shortfall.

     

    “Covered Amount” means
an amount, determined as of each Transfer Date for any Interest Period, equal to
the sum of:

     

    (a)           product
of (i) the Class A Monthly Interest and (ii) a fraction (A) the numerator of
which is equal to the lesser of the Principal Accumulation Account Balance and
the Class A Note Principal Balance, each as of the last day of the calendar
month preceding such Transfer Date, and (B) the denominator of which is equal to
the Class A Note Principal Balance as of the last day of the calendar month
preceding such Transfer Date;

     

    (b)           product
of (i) the Class B Monthly Interest and (ii) a fraction (A) the numerator of
which is equal to the lesser of (x) the excess of the Principal Accumulation
Account Balance over the Class A Note Principal Balance as of the last day of
the calendar month preceding such Transfer Date and (y) the Class B Note
Principal Balance, as of the last day of the calendar month preceding such
Transfer Date, and (B) the denominator of which is equal to the Class B Note
Principal Balance as of the last day of the calendar month preceding such
Transfer Date; and

     

    (c)           product
of (i) the Class C Monthly Interest and (ii) a fraction (A) the numerator of
which is equal to the lesser of (x) the excess of the Principal Accumulation
Account Balance over the sum of the Class A Note Principal Balance and the Class
B Note Principal Balance, each as of the last day of the calendar month
preceding such Transfer Date and (y) the Class C Note Principal Balance as of
the last day of the calendar month preceding such Transfer Date, and
(B) the denominator of which is equal to the Class C Note Principal Balance
as of the last day of the calendar month preceding such Transfer
Date.

     


    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    


     

    “Default Amount”
means, as to any Defaulted Account, the amount of Principal Receivables (other
than Ineligible Receivables, unless there is an Insolvency Event with respect to
the Originator or the Transferor) in such Defaulted Account on the day it became
a Defaulted Account.

     

    “Defaulted Account”
means an Account in which there are Charged-Off Receivables.

     

    “Designated Maturity”
means, for any LIBOR Determination Date, one month; provided that LIBOR
for the initial Interest Period will be determined by straight-line
interpolation (based on the actual number of days in the initial Interest
Period) between two rates determined in accordance with the definition of LIBOR,
one of which will be determined for a Designated Maturity of one month and the
other of which will be determined for a Designated Maturity of two
months.

     

    “Dilution” means any
downward adjustment made by Servicer in the amount of any Transferred Receivable
(a) because of a rebate, refund or billing error to an accountholder, (b)
because such Transferred Receivable was created in respect of merchandise which
was refused or returned by an accountholder or (c) for any other reason other
than receiving Collections therefor or charging off such amount as
uncollectible.

     

    “Distribution Account”
means the account designated as such, established and owned by the Issuer and
maintained in accordance with Section
4.2.

     

    “Early Amortization
Period” means the period commencing on the date on which a Trust Early
Amortization Event or a Series 2011-1 Early Amortization Event is deemed to
occur and ending on the Final Payment Date.

     

    “ERISA” means the
Employee Retirement Income Security Act of 1974, as amended.

     

    “Excess Collateral
Amount” means, at any time, the excess of (a) the sum of (i) the
Collateral Amount, and (ii) the Principal Accumulation Account Balance, over (b)
the Note Principal Balance.

     

    “Excess Spread
Percentage” means, for any Monthly Period, a percentage equal to (a) the
Portfolio Yield for such Monthly Period, minus (b) the Base
Rate for such Monthly Period.

     

    “Expected Principal Payment
Date” means the January 2014 Payment Date.

     

    “Final Payment Date”
means the earliest to occur of (a) the date on which the Note Principal Balance
is paid in full, (b) the date on which the Collateral Amount is reduced to zero
and (c) the Series Maturity Date.

     

    “Finance Charge
Account” means the account designated as such, established and owned by
the Issuer and maintained in accordance with Section
4.2.

     


    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    “Finance Charge
Shortfall” is defined in Section 4.8.

     

    “Group One” means
Series 2011-1 and each other outstanding Series previously or hereafter
specified in the related Indenture Supplement to be included in Group
One.

     

    “Indenture” is defined
in the preamble.

     

    “Indenture Trustee” is
defined in the preamble.

     

    “Initial Collateral
Amount” means $786,885,246, which equals the sum of (i) the Class A Note
Initial Principal Balance, (ii) the Class B Note Initial Principal Balance,
(iii) the Class C Note Initial Principal Balance and (iv) the Initial
Excess Collateral Amount.

     

    “Initial Excess Collateral
Amount” means $43,278,689.

     

    “Interest Period”
means, for any Payment Date, the period from and including the Payment Date
immediately preceding such Payment Date (or, in the case of the first Payment
Date, from and including the Closing Date) to but excluding such Payment
Date.

     

    “Investment Earnings”
means, for any Payment Date, all interest and earnings on Permitted Investments
included in the Spread Account (net of losses and investment expenses) during
the period commencing on and including the Payment Date immediately preceding
such Payment Date and ending on but excluding such Payment Date.

     

    “Investor Charge-Offs”
is defined in Section 4.6.

     

    “Investor Default
Amount” means, for any Monthly Period, the sum for all Accounts that
became Defaulted Accounts during such Monthly Period, of the following
amount:  the product of (a) the Default Amount with respect to each
such Defaulted Account and (b) the Allocation Percentage on the day such Account
became a Defaulted Account.

     

    “Investor Finance Charge
Collections” means, for any Monthly Period, an amount equal to the
aggregate amount of Finance Charge Collections retained or deposited in the
Finance Charge Account for Series 2011-1 pursuant to Section 4.3(b)(i) for
such Monthly Period.

     

    “Investor Principal
Collections” means, for any Monthly Period, an amount equal to the
aggregate amount of Principal Collections retained or deposited in the Principal
Account for Series 2011-1 pursuant to Section 4.3(b)(ii)
for such Monthly Period.

     

    “Investor Uncovered Dilution
Amount” means, for any Monthly Period, an amount equal to the product of
(a) the Series Allocation Percentage for such Monthly Period (determined on a
weighted average basis, if a Reset Date occurs during that Monthly Period), and
(b) the aggregate Dilutions occurring during such Monthly Period as to which any
deposit is required to be made but has not been made, provided that, if the
Free Equity Amount is greater than zero at the time the deposit referred to in
clause (b) is
required to be made, the Investor Uncovered Dilution Amount shall be deemed to
be zero.

     

    “Issuer” is defined in
the preamble.

     


    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    “LIBOR” means, for any
Interest Period, the London interbank offered rate for the period of the
Designated Maturity for United States dollar deposits determined by the
Indenture Trustee for each Interest Period in accordance with the provisions of
Section 4.14.

     

    “LIBOR Determination
Date” means the second London Business Day prior to the commencement of
each Interest Period.

     

    “London Business Day”
means any day on which dealings in deposits in United States dollars are
transacted in the London interbank market.

     

    “Minimum Free Equity
Percentage” means, for purposes of Series 2011-1, 4%; provided that, at any
time that GE Capital’s long-term unsecured debt is rated below Aa3 by Moody’s,
the Minimum Free Equity Percentage shall be 7.0%.

     

    “Monthly Interest”
means, for any Payment Date, the sum of the Class A Monthly Interest, the Class
B Monthly Interest and the Class C Monthly Interest for such Payment
Date.

     

    “Monthly Period”
means, as to the March 2011 Payment Date, the period beginning on the Closing
Date and ending on February 21, 2011, and as to each Payment Date
thereafter, the period beginning on the 22nd day of
the second preceding calendar month and ending on the 21st day of
the immediately preceding calendar month.

     

    “Monthly Principal” is
defined in Section
4.1(d).

     

    “Monthly Principal
Reallocation Amount” means, for any Monthly Period, an amount equal to
the sum of:

     

    (a)           the
lesser of (i) the Class A Required Amount and (ii) 23.75% of the Initial
Collateral Amount minus the sum of (x)
the amount of unreimbursed Investor Charge-Offs (after giving effect to Investor
Charge-Offs for the related Monthly Period) and unreimbursed Reallocated
Principal Collections (as of the previous Payment Date) and (y) any reductions
to the Collateral Amount pursuant to Section 4.4(f), but
not less than zero;

     

    (b)           the
lesser of (i) the Class B Required Amount and (ii) 12.75% of the Initial
Collateral Amount minus the sum of (x)
the amount of unreimbursed Investor Charge-Offs (after giving effect to Investor
Charge-Offs for the related Monthly Period) and unreimbursed Reallocated
Principal Collections (as of the previous Payment Date and as required in clause (a) above) and
(y) any reductions to the Collateral Amount pursuant to Section 4.4(f), but
not less than zero; and

     

    (c)           the
lesser of (i) the Class C Required Amount and (ii) 5.50% of the Initial
Collateral Amount minus the sum of (x)
the amount of unreimbursed Investor Charge-Offs after giving effect to Investor
Charge-Offs for the related Monthly Period) and unreimbursed Reallocated
Principal Collections (as of the previous Payment Date and as required in clauses (a) and (b) above) and (y)
any reduction to the Collateral Amount pursuant to Section 4.4(f), but
not less than zero.

     


    
      
         


      

      
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    “Note Purchase
Agreement” means the Note Purchase Agreement, dated as of January 27,
2011, between the Transferor and GE Capital, as initial Class B Noteholder and
Class C Noteholder.

     

    “Note Principal
Balance” means, on any date of determination, an amount equal to the sum
of the Class A Note Principal Balance, the Class B Note Principal Balance
and the Class C Note Principal Balance.

     

    “Noteholder Servicing
Fee” means, for any Transfer Date, an amount equal to one-twelfth of the
product of (a) the Series Servicing Fee Percentage and (b) the Collateral Amount
as of the last day of the Monthly Period preceding such Transfer Date; provided, however, that with
respect to the first Transfer Date, the Noteholder Servicing Fee shall be
calculated based on the Collateral Amount as of the Closing Date and shall be
pro rated for the number of days in the first Monthly Period.

     

    “Payment Date” means
March 15, 2011 and the 15th day of
each calendar month thereafter, or if such 15th day is
not a Business Day, the next succeeding Business Day.

     

    “Percentage
Allocation” is defined in Section
4.3(b)(ii)(y).

     

    “Portfolio Yield”
means, for any Monthly Period, the annualized percentage equivalent of a
fraction, (a) the numerator of which is equal to the excess of (i) the Available
Finance Charge Collections (excluding any Excess Finance Charge Collections),
over (ii) the Investor Default Amount and the Investor Uncovered Dilution Amount
for such Monthly Period and (b) the denominator of which is the Collateral
Amount plus amounts on deposit in the Principal Accumulation Account, each as of
the close of business on the last day of such Monthly Period.

     

    “Principal Account”
means the account designated as such, established and owned by the Issuer and
maintained in accordance with Section
4.2.

     

    “Principal Accumulation
Account” means the account designated as such, established and owned by
the Issuer and maintained in accordance with Section
4.2.

     

    “Principal Accumulation
Account Balance” means, for any date of determination, the principal
amount, if any, on deposit in the Principal Accumulation Account on such date of
determination.

     

    “Principal Accumulation
Investment Proceeds” means, with respect to each Transfer Date, the
investment earnings on funds in the Principal Accumulation Account (net of
investment expenses and losses) for the period from and including the
immediately preceding Transfer Date to but excluding such Transfer
Date.

     

    “Principal Shortfall”
is defined in Section
4.9.

     

    “Quarterly Excess Spread
Percentage” means (a) with respect to the April 2011 Payment Date, the
Excess Spread Percentage for the Monthly Period relating to such Payment Date,
(b) with respect to the May 2011 Payment Date, the percentage equivalent of a
fraction the numerator of which is the sum of (i) the Excess Spread Percentage
for the Monthly Period relating to the April 2011 Payment Date and (ii) the
Excess Spread Percentage for the Monthly Period relating to the May 2011 Payment
Date and the denominator of which is two, and (c) with respect to the June 2011
Payment Date and each Payment Date thereafter, the percentage equivalent of a
fraction the numerator of which is the sum of the Excess Spread Percentages
determined with respect to the Monthly Periods relating to such Payment Date and
the immediately preceding two Payment Dates and the denominator of which is
three.

     


    
      
         


      

      
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    “Rating Agency” means,
as of any date and with respect to any Class of the Series 2011-1 Notes, the
nationally recognized statistical rating organizations that have been requested
by the Transferor to provide ratings of such class and that are rating the
Series 2011-1 Notes on such date.

     

    “Rating Agency
Condition” means, with respect to Series 2011-1 and any action, 10 days’
prior written notice (or, if 10 days’ advance notice is impracticable, as much
advance notice as is practicable) delivered electronically to each applicable
Rating Agency as provided in Section 8.7.

     

    “Reallocated Principal
Collections” means, for any Transfer Date, Investor Principal Collections
applied in accordance with Section 4.7 in
an amount not to exceed the Monthly Principal Reallocation Amount for the
related Monthly Period.

     

    “Reassignment Amount”
means, with respect to Series 2011-1, the Redemption Amount.

     

    “Redemption Amount”
means, for any Transfer Date, after giving effect to any deposits and payments
otherwise to be made on the related Payment Date, the sum of (i) the Note
Principal Balance on the related Payment Date, (ii) Monthly Interest for the
related Payment Date and any Monthly Interest previously due but not distributed
to the Series 2011-1 Noteholders and (iii) the amount of Additional Interest, if
any, for the related Payment Date and any Additional Interest previously due but
not distributed to the Series 2011-1 Noteholders on a prior Payment
Date.

     

    “Reference Banks”
means four major banks in the London interbank market selected by the
Servicer.

     

    “Removal Date” means a
“Removal Date” as such term is defined in the Transfer Agreement.

     

    “Required Excess Collateral
Amount” means, at any time, 5.50% of the Collateral Amount; provided
that:

     

    (a)           except
as provided in clause
(c), the Required Excess Collateral Amount shall never be less than 3.00%
of the Initial Collateral Amount;

     

    (b)           except
as provided in clause
(c), the Required Excess Collateral Amount shall not decrease during an
Early Amortization Period; and

     


    
      
         


      

      
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    (c)           the
Required Excess Collateral Amount shall never be greater than the excess of the
Note Principal Balance over the balance on deposit in the Principal Accumulation
Account.

     

    “Required Reserve Account
Amount” means, for any Transfer Date on or after the Reserve Account
Funding Date, an amount equal to (a) 0.50% of the Note Principal Balance or (b)
any other amount designated by the Issuer; provided, however, that if such
designation is of a lesser amount, the Issuer shall (i) provide the Indenture
Trustee with evidence that the Rating Agency Condition shall have been satisfied
and (ii) deliver to the Indenture Trustee a certificate of an Authorized Officer
to the effect that, based on the facts known to such officer at such time, in
the reasonable belief of the Issuer, such designation will not cause an Early
Amortization Event or an event that, after the giving of notice or the lapse of
time, would cause an Early Amortization Event to occur with respect to Series
2011-1.

     

    “Required Spread Account
Amount” means, for the March 2011 Payment Date, zero, and for any Payment
Date thereafter, the product of (i) the Spread Account Percentage in effect on
such date and (ii) during (x) the Revolving Period, the Collateral Amount, and
(y) during the Controlled Accumulation Period or the Early Amortization Period,
the Collateral Amount as of the last day of the Revolving Period; provided that, prior
to the occurrence of an Event of Default and acceleration of the Series 2011-1
Notes, the Required Spread Account Amount will never exceed the Class C Note
Principal Balance (after taking into account any payments to be made on such
Payment Date).

     

    “Reserve Account”
means the account designated as such, established and owned by the Issuer and
maintained in accordance with Section
4.2.

     

    “Reserve Account Funding
Date” means the Payment Date selected by the Servicer on behalf of the
Issuer which occurs not later than the earliest of the Payment Date with respect
to the Monthly Period which commences three months prior to the commencement of
the Controlled Accumulation Period (which commencement shall be subject to
postponement pursuant to Section 4.14); provided, however, that if the
Rating Agency Condition is satisfied, the Issuer may postpone the Reserve
Account Funding Date.

     

    “Reserve Account
Surplus” means, as of any Transfer Date following the Reserve Account
Funding Date, the amount, if any, by which the amount on deposit in the Reserve
Account exceeds the Required Reserve Account Amount.

     

    “Reserve Draw Amount”
means, with respect to each Transfer Date relating to the Controlled
Accumulation Period or the first Transfer Date relating to the Early
Amortization Period, the amount, if any, by which the Principal Accumulation
Investment Proceeds for such Payment Date are less than the Covered Amount
determined as of such Transfer Date.

     

    “Reset Date”
means:

     

    (a)           each
Addition Date;

     

    (b)           each
Removal Date on which, if any Series of Notes has been paid in full, Principal
Receivables for that Series are removed from the Trust;

     


    
      
         


      

      
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    (c)           each
date on which there is an increase in the outstanding balance of any Variable
Interest; and

     

    (d)           each
date on which a new Series or Class of Notes is issued.

     

    “Revolving Period”
means the period beginning on the Closing Date and ending at the close of
business on the day immediately preceding the earlier of the day the Controlled
Accumulation Period commences or the day the Early Amortization Period
commences.

     

    “Series Accounts”
means, collectively, the Finance Charge Account, the Principal Account, the
Principal Accumulation Account, the Distribution Account, the Reserve Account
and the Spread Account.

     

    “Series Allocation
Percentage” means, with respect to any Monthly Period, the percentage
equivalent of a fraction, the numerator of which is the numerator used in
determining the Allocation Percentage for Finance Charge Collections for that
Monthly Period and the denominator of which is the sum of the numerators used in
determining the Allocation Percentage for Finance Charge Collections for all
outstanding Series on such date of determination; provided that if one
or more Reset Dates occur in a Monthly Period, the Series Allocation Percentage
for the portion of the Monthly Period falling on and after each such Reset Date
and prior to any subsequent Reset Date will be determined using a denominator
which is equal to the sum of the numerators used in determining the Allocation
Percentage for Finance Charge Collections for all outstanding Series as of the
close of business on the subject Reset Date.

     

    “Series Maturity Date”
means, with respect to Series 2011-1, the January 2017 Payment
Date.

     

    “Series Servicing Fee
Percentage” means 2% per
annum.

     

    “Series 2011-1” means
the Series of Notes the terms of which are specified in this Indenture
Supplement.

     

    “Series 2011-1 Early
Amortization Event” is defined in Section 6.1.

     

    “Series 2011-1 Excess Finance Charge
Collections” means Excess Finance Charge Collections allocated from other
Series in Group One to Series 2011-1 pursuant to Section 8.6 of the
Indenture.

     

    “Series 2011-1 Note”
means a Class A Note, a Class B Note or a Class C Note.

     

    “Series 2011-1
Noteholder” means a Class A Noteholder, a Class B Noteholder or a
Class C Noteholder.

     

    “Similar Law” means
any applicable law that is substantially similar to the fiduciary responsibility
provisions of ERISA or Section 4975 of the Code.

     


    
      
         


      

      
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    “Spread Account” means
the account designated as such, established and owned by the Issuer and
maintained in accordance with Section
4.2.

     

    “Spread Account
Deficiency” means the excess, if any, of the Required Spread Account
Amount over the Available Spread Account Amount.

     

    “Spread Account
Percentage” means, (i) 0% if the Quarterly Excess Spread Percentage on
such Payment Date is greater than or equal to 5.00%, (ii) 2.00% if the Quarterly
Excess Spread Percentage on such Payment Date is less than 5.00% and greater
than or equal to 4.50%, (iii) 2.50% if the Quarterly Excess Spread Percentage on
such Payment Date is less than 4.50% and greater than or equal to 4.00%, (iv)
3.50% if the Quarterly Excess Spread Percentage on such Payment Date is less
than 4.00% and greater than or equal to 3.50%, (v) 4.50% if the Quarterly Excess
Spread Percentage on such Payment Date is less than 3.50% and greater than or
equal to 3.00%, (vi) 5.50% if the Quarterly Excess Spread Percentage on such
Payment Date is less than 3.00% and greater than or equal to 2.50%, (vii) 6.50%
if the Quarterly Excess Spread Percentage on such Payment Date is less than
2.50% and greater than or equal to 1.50%, (viii) 7.50% if the Quarterly Excess
Spread Percentage on such Payment Date is less than 1.50% and greater than or
equal to 0.50% and (ix) 8.50% if the Quarterly Excess Spread Percentage on such
Payment Date is less than 0.50%.

     

    “Surplus Collateral
Amount” means, with respect to any Payment Date, the excess, if any, of
the Excess Collateral Amount over the Required Excess Collateral Amount, in each
case calculated after giving effect to any deposits into the Principal
Accumulation Account and payments of principal on such Payment Date, but before
giving effect to any reduction in the Collateral Amount on such Payment Date
pursuant to Section
4.4(f).

     

    “Target Amount” is
defined in Section
4.3(b)(i).

     

    “Trust” is defined in
the preamble.

     

    SECTION
1.2.  Incorporation of
Terms.  The terms of the Indenture are incorporated in this
Supplement as if set forth in full herein. As supplemented by this Supplement,
the Indenture is in all respects ratified and confirmed and both together shall
be read, taken and construed as one and the same agreement. If the terms of this
Supplement and the terms of the Indenture conflict, the terms of this Supplement
shall control with respect to the Series 2011-1.

     

    ARTICLE
II

    CREATION
OF THE SERIES 2011-1 NOTES

     

    SECTION
2.1.  Designation.

     

    (a)           There
is hereby created and designated a Series of Notes to be issued pursuant to the
Indenture and this Indenture Supplement to be known as “GE Capital Credit Card
Master Note Trust, Series 2011-1” or the “Series 2011-1
Notes.”  The Series 2011-1 Notes shall be issued in three
Classes, known as the “Class A Series 2011-1
Floating Rate Asset Backed Notes”, the “Class B Series 2011-1
Floating Rate Asset Backed Notes” and the “Class C Series 2011-1
Floating Rate Asset Backed Notes.”

     


    
      
         


      

      
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    (b)           Series
2011-1 shall be included in Group One and shall be a Principal Sharing
Series.  Series 2011-1 shall be an Excess Allocation Series with
respect to Group One only.  Series 2011-1 shall not be subordinated to
any other Series.

     

    (c)           The
Series 2011-1 Class A Notes shall be issued in minimum denominations of $100,000
and in integral multiples of $1,000 and the Class B Notes and Class C Notes
shall be issued in minimum denominations of $100,000 and in integral multiples
of $1.

     

    SECTION
2.2.  Transfer
Restrictions.

     

    (a)           The
Class C Notes have not been registered under the Securities Act or any
state securities law.  None of the Issuer, the Note Registrar or the
Indenture Trustee is obligated to register the Class C Notes under the
Securities Act or any other securities or “blue sky” laws or to take any other
action not otherwise required under this Indenture Supplement or the Trust
Agreement to permit the transfer of any Class C Note without
registration.

     

    (b)           Until
such time as any such Class of Notes has been registered under the Securities
Act and any applicable state securities law, the Class C Notes may not be
sold, transferred, assigned, participated, pledged or otherwise disposed of (any
such act, a “Class C Note Transfer”) to any Person except in accordance
with the provisions of this Section 2.2, and any
attempted Class C Note Transfer in violation of this Section 2.2 will be
null and void.

     

    (c)           Each
Class C Note will bear a legend to the effect of the following unless
determined otherwise by the Administrator (as certified to the Indenture Trustee
in an Officer’s Certificate) consistent with applicable law:

     

    THIS NOTE
HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD,
PLEDGED OR OTHERWISE TRANSFERRED EXCEPT AS SET FORTH IN THE NEXT
SENTENCE.  BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST
HEREIN, THE HOLDER OF THIS NOTE:

     

    
      	
               
      

            	
              (1)

            	
              AGREES
      FOR THE BENEFIT OF THE ISSUER AND THE TRANSFEROR THAT THIS NOTE MAY BE
      SOLD, TRANSFERRED, ASSIGNED, PARTICIPATED, PLEDGED OR OTHERWISE DISPOSED
      OF ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS,
      AND ONLY (I) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO
      A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL
      BUYER, WITHIN THE MEANING OF RULE l44A (A “QIB”),
      PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB, WHOM THE
      HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE, OR
      OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, OR (II) TO THE
      DEPOSITOR OR ITS AFFILIATES, IN EACH CASE IN ACCORDANCE WITH ALL
      APPLICABLE SECURITIES LAWS OF THE UNITED STATES;
  AND

            


    

     

    
      
         


      

      
        15

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (2)

            	
              AGREES
      THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS NOTE OR AN INTEREST
      HEREIN IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS
      LEGEND.

            


    

     

    (d)           By
acceptance of any Class C Note, the Class C Noteholder specifically
agrees with and represents to the Transferor, the Issuer and the Note Registrar,
that no Class C Note Transfer will be made unless (i) the registration
requirements of the Securities Act and any applicable state securities laws have
been complied with, (ii) such Class C Note Transfer is to the Transferor or
its Affiliates, or (iii) such Class C Note Transfer is exempt from the
registration requirements under the Securities Act because such Class C
Note Transfer is in compliance with Rule 144A under the Securities Act, to a
transferee who the transferor reasonably believes is a “Qualified Institutional
Buyer” (as defined in the Securities Act) that is purchasing for its own account
or for the account of a Qualified Institutional Buyer and to whom notice is
given that such Class C Note Transfer, as applicable, is being made in
reliance upon Rule 144A under the Securities Act.

     

    (e)           The
Issuer will make available to the prospective transferor and transferee of a
Class C Note information requested to satisfy the requirements of paragraph
(d)(4) of Rule 144A.

     

    (f)           Each
Class A Note, Class B Note and Class C Note will bear a legend to the
effect of the following unless determined otherwise by the Administrator (as
certified to the Indenture Trustee in an Officer’s Certificate) consistent with
applicable law:

     

    THE
HOLDER OF THIS NOTE BY ITS ACCEPTANCE OF THIS NOTE, AND EACH HOLDER OF A
BENEFICIAL INTEREST THEREIN, SHALL BE DEEMED TO REPRESENT AND WARRANT THAT
EITHER (I) SUCH HOLDER IS NOT (AND FOR SO LONG AS IT HOLDS SUCH NOTE WILL NOT
BE), IS NOT ACTING ON BEHALF OF (AND FOR SO LONG AS IT HOLDS SUCH NOTE WILL NOT
BE ACTING ON BEHALF OF), AND IS NOT INVESTING THE ASSETS OF (A) AN "EMPLOYEE
BENEFIT PLAN" (AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA")) THAT IS SUBJECT TO TITLE I OF ERISA,
(B) A "PLAN" (AS DEFINED IN SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED (THE "CODE")) THAT IS SUBJECT TO SECTION 4975 OF THE CODE, (C) AN
ENTITY WHOSE UNDERLYING ASSETS ARE DEEMED TO BE PLAN ASSETS OF A PLAN DESCRIBED
IN (A) OR (B) ABOVE OR (D) A GOVERNMENTAL PLAN, CHURCH PLAN OR NON-U.S. PLAN
THAT IS SUBJECT TO ANY APPLICABLE LAW THAT IS SUBSTANTIALLY SIMILAR TO THE
FIDUCIARY RESPONSIBILITY PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE
(“SIMILAR LAW”) OR (II) ITS ACQUISITION, CONTINUED HOLDING AND DISPOSITION OF
THIS NOTE WILL NOT RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER ERISA OR
SECTION 4975 OF THE CODE OR A VIOLATION OF ANY SIMILAR LAW.

     


    
      
         


      

      
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    ARTICLE
III

    REPRESENTATIONS,
WARRANTIES AND COVENANTS

     

    SECTION
3.1.  Representations, Warranties
and Covenants with respect to Receivables.  The parties hereto
agree that the representations, warranties and covenants set forth in Schedule I shall be a
part of this Indenture Supplement for all purposes. 

     

    SECTION
3.2.  Representations, Warranties
and Covenants with respect to ERISA.  By acquiring a Series
2011-1 Note, each purchaser and transferee shall be deemed to represent and
warrant that either (i) it is not (and for so long as it holds such Series
2011-1 Note will not be), is not acting on behalf of (and for so long as it
holds such Series 2011-1 Note will not be acting on behalf of), and is not
investing the assets of a Benefit Plan or (ii) its acquisition, continued
holding and disposition of such Series 2011-1 Note will not result in a
non-exempt prohibited transaction under ERISA or Section 4975 of the Code or a
violation of any Similar Law.

     

    ARTICLE
IV

    RIGHTS
OF SERIES 2011-1 NOTEHOLDERS AND ALLOCATION AND APPLICATION OF
COLLECTIONS

     

    SECTION
4.1.  Determination of Interest
and Principal.

     

    (a)           The
amount of monthly interest (“Class A Monthly
Interest”) due and payable with respect to the Class A Notes on any
Payment Date shall be an amount equal to the product of (i) a fraction, the
numerator of which is the actual number of days in the related Interest Period
and the denominator of which is 360, (ii) the Class A Note Interest Rate in
effect with respect to the related Interest Period and (iii) the Class A Note
Principal Balance as of the close of business on the last day of the preceding
Monthly Period (or, with respect to the initial Payment Date, the Class A Note
Initial Principal Balance).

     

    With
respect to each Payment Date, the Issuer shall determine the excess, if any (the
“Class A Deficiency
Amount”), of (x) the aggregate amount of Class A Monthly Interest payable
pursuant to this Section 4.1(a) as of
the prior Payment Date over (y) the amount
of Class A Monthly Interest actually paid on such Payment Date.  If
the Class A Deficiency Amount for any Payment Date is greater than zero, on each
subsequent Payment Date until such Class A Deficiency Amount is fully paid, an
additional amount (“Class A Additional
Interest”) equal to the product of (i) a fraction, the numerator of which
is the actual number of days in the related Interest Period and the denominator
of which is 360, (ii) the Class A Note Interest Rate in effect with respect to
the related Interest Period plus 2% per annum and
(iii) such Class A Deficiency Amount (or the portion thereof which has not been
paid to the Class A Noteholders) shall be payable as provided herein with
respect to the Class A Notes.  Notwithstanding anything to the
contrary herein, Class A Additional Interest shall be payable or distributed to
the Class A Noteholders only to the extent permitted by applicable
law.

     

    (b)           The
amount of monthly interest (“Class B Monthly
Interest”) due and payable with respect to the Class B Notes on any
Payment Date shall be an amount equal to the product of (i) a fraction, the
numerator of which is the actual number of days in the related Interest Period
and the denominator of which is 360, (ii) the Class B Note Interest Rate in
effect with respect to the related Interest Period and (iii) the Class B Note
Principal Balance as of the close of business on the last day of the preceding
Monthly Period (or, with respect to the initial Payment Date, the Class B Note
Initial Principal Balance).

     


    
      
         


      

      
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    With
respect to each Payment Date, the Issuer shall determine the excess, if any (the
“Class B Deficiency
Amount”), of (x) the aggregate amount of Class B Monthly Interest payable
pursuant to this Section 4.1(b) as of
the prior Payment Date over (y) the amount
of Class B Monthly Interest actually paid on such Payment Date.  If
the Class B Deficiency Amount for any Payment Date is greater than zero, on each
subsequent Payment Date until such Class B Deficiency Amount is fully paid, an
additional amount (“Class B Additional
Interest”) equal to the product of (i) a fraction, the numerator of which
is the actual number of days in the related Interest Period and the denominator
of which is 360, (ii) the Class B Note Interest Rate in effect with respect to
the related Interest Period plus 2% per annum and
(iii) such Class B Deficiency Amount (or the portion thereof which has not been
paid to the Class B Noteholders) shall be payable as provided herein with
respect to the Class B Notes.  Notwithstanding anything to the
contrary herein, Class B Additional Interest shall be payable or distributed to
the Class B Noteholders only to the extent permitted by applicable
law.

     

    (c)           The
amount of monthly interest (“Class C Monthly
Interest”) due and payable with respect to the Class C Notes on any
Payment Date shall be an amount equal to the product of (i) a fraction, the
numerator of which is the actual number of days in the related Interest Period
and the denominator of which is 360, (ii) the Class C Note Interest Rate in
effect with respect to the related Interest Period and (iii) the Class C Note
Principal Balance as of the close of business on the last day of the preceding
Monthly Period (or, with respect to the initial Payment Date, the Class C Note
Initial Principal Balance).

     

    With
respect to each Payment Date, the Issuer shall determine the excess, if any (the
“Class C
Deficiency Amount”), of (x) the aggregate amount of Class C Monthly
Interest payable pursuant to this Section 4.1(c)
as of the prior Payment Date over (y) the
amount of Class C Monthly Interest actually paid on such Payment
Date.  If the Class C Deficiency Amount for any Payment Date is
greater than zero, on each subsequent Payment Date until such Class C Deficiency
Amount is fully paid, an additional amount (“Class C Additional
Interest”) equal to the product of (i) a fraction, the numerator of which
is the actual number of days in the related Interest Period and the denominator
of which is 360, (ii) the Class C Note Interest Rate in effect with respect to
the related Interest Period plus 2% per annum and
(iii) such Class C Deficiency Amount (or the portion thereof which has not been
paid to the Class C Noteholders) shall be payable as provided herein with
respect to the Class C Notes.  Notwithstanding anything to the
contrary herein, Class C Additional Interest shall be payable or
distributed to the Class C Noteholders only to the extent permitted by
applicable law.

     

    The
amount of monthly principal to be transferred from the Principal Account with
respect to the Notes on each Payment Date (the “Monthly Principal”),
beginning with the Payment Date in the Monthly Period following the Monthly
Period in which the Controlled Accumulation Period or, if earlier, the Early
Amortization Period, begins, shall be equal to the least of (i) the Available
Principal Collections on deposit in the Principal Account with respect to the
related Monthly Period, (ii) for each Payment Date with respect to the
Controlled Accumulation Period, the Controlled Deposit Amount for such Payment
Date, (iii) the Collateral Amount (after taking into account any adjustments to
be made on such Payment Date pursuant to Sections 4.6 and
4.7) prior to
any deposit into the Principal Accumulation Account on such Payment Date, and
(iv) the Note Principal Balance, minus any amount already on deposit in the
Principal Accumulation Account on such Payment Date.

     


    
      
         


      

      
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    SECTION
4.2.  Establishment of
Accounts.

     

    (a)           As
of the Closing Date, the Issuer covenants to have established and shall
thereafter maintain the Finance Charge Account, the Principal Account, the
Principal Accumulation Account, the Distribution Account, the Reserve Account
and the Spread Account, each of which shall be an Eligible Deposit
Account.

     

    (b)           If
the depositary institution wishes to resign as depositary of any of the Series
Accounts for any reason or fails to carry out the instructions of the Issuer for
any reason, then the Issuer shall promptly notify the Indenture Trustee on
behalf of the Noteholders.

     

    (c)           On
or before the Closing Date, the Issuer shall enter into a depositary agreement
to govern the Series Accounts pursuant to which such accounts are continuously
identified in the depositary institution’s books and records as subject to a
security interest in favor of the Indenture Trustee on behalf of the Noteholders
and, except as may be expressly provided herein to the contrary, in order to
perfect the security interest of the Indenture Trustee on behalf of the
Noteholders under the UCC, the Indenture Trustee on behalf of the Noteholders
shall have the power to direct disposition of the funds in the Series Accounts
without further consent by the Issuer; provided however, that prior
to the delivery by the Indenture Trustee on behalf of the Noteholders of notice
otherwise, the Issuer shall have the right to direct the disposition of funds in
the Series Accounts; provided further that the
Indenture Trustee on behalf of the Noteholders agrees that it will not deliver
such notice or exercise its power to direct disposition of the funds in the
Series Accounts unless an Event of Default has occurred and is
continuing.

     

    (d)           The
Issuer shall not close any of the Series Accounts unless it shall have (i)
received the prior consent of the Indenture Trustee on behalf of the
Noteholders, (ii) established a new Eligible Deposit Account with the depositary
institution or with a new depositary institution satisfactory to the Indenture
Trustee on behalf of the Noteholders, (iii) entered into a depositary agreement
to govern such new account(s) with such new depositary institution which
agreement is satisfactory in all respects to the Indenture Trustee on behalf of
the Noteholders (whereupon such new account(s) shall become the applicable
Series Account(s) for all purposes of this Indenture Supplement), and (iv) taken
all such action as the Indenture Trustee on behalf of the Noteholders shall
reasonably require to grant and perfect a first priority security interest in
such account(s) under this Indenture Supplement.

     

    SECTION
4.3.  Calculations and Series
Allocations.

     

    (a)           Allocations.  Finance
Charge Collections, Principal Collections and Charged-Off Receivables allocated
to Series 2011-1 pursuant to Article VIII of the
Indenture shall be allocated and distributed as set forth in this
Article.  Notwithstanding anything to the contrary in Section 4.3(b),
during any period when the Issuer is permitted by Section 8.4 of the
Indenture to make a single monthly deposit to the Collection Account, amounts
allocated to the Noteholders pursuant to Section 4.3(b) with
respect to any Monthly Period need not be deposited into the Collection Account
or any Series Account prior to the related Payment Date, and, when so deposited,
(x) may be deposited net of any amounts required to be distributed to Transferor
and, if GE Capital or an Affiliate thereof is Servicer, any amounts owed to the
Servicer, and (y) shall be deposited into the Finance Charge Account (in the
case of Collections of Finance Charge Receivables) and the Principal Account (in
the case of Collections of Principal Receivables (not including any Shared
Principal Collections allocated to Series 2011-1 pursuant to Section 8.5 of
the Indenture)).

     


    
      
         


      

      
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    (b)           Allocations to the Series
2011-1 Noteholders.  The Issuer shall on each Date of
Processing, allocate to the Series 2011-1 Noteholders the following amounts as
set forth below:

     

    (i)           Allocations of Finance
Charge Collections.  The Issuer shall allocate to the Series
2011-1 Noteholders an amount equal to the product of (A) the Allocation
Percentage and (B) the aggregate Finance Charge Collections processed on such
Date of Processing and, subject to Section 4.15, shall
deposit such amount into the Finance Charge Account; provided that, with
respect to each Monthly Period falling in the Revolving Period (and with respect
to that portion of each Monthly Period in the Controlled Accumulation Period
falling on or after the day on which Collections of Principal Receivables equal
to the related Controlled Deposit Amount have been allocated pursuant to Section 4.3(b)(ii) and deposited pursuant
to Section 4.3(a)),
Collections of Finance Charge Receivables shall be transferred into the Finance
Charge Account only until such time as the aggregate amount so deposited equals
the sum (the “Target
Amount”) of (A) the fees payable to the Indenture Trustee, the Trustee
and the Administrator on the related Payment Date, (B) the Monthly Interest on
the related Payment Date, (C) if GE Capital or an Affiliate thereof is not the
Servicer, the Noteholder Servicing Fee (and if GE Capital or an Affiliate
thereof is the Servicer, then the Issuer covenants to pay directly to the
Servicer as payment of the Noteholder Servicing Fee amounts that otherwise would
have been transferred into the Finance Charge Account pursuant to this clause (C)), and (D)
any amount required to be deposited in the Reserve Account and the Spread
Account on the related Payment Date; provided further, that,
notwithstanding the preceding proviso, if on any Business Day the Issuer
determines that the Target Amount for a Monthly Period exceeds the Target Amount
for that Monthly Period as previously calculated by Issuer, then (x) Issuer
shall (on the same Business Day) inform Transferor of such determination, and
(y) within two Business Days thereafter cause Transferor to deposit into the
Finance Charge Account funds in an amount equal to the amount of Collections of
Finance Charge Receivables allocated to the Noteholders for that Monthly Period
but not deposited into the Finance Charge Account due to the operation of the
preceding proviso (but not in excess of the amount required so that the
aggregate amount deposited for the subject Monthly Period equals the Target
Amount); and provided, further, that if on
any Transfer Date the Free Equity Amount is less than the Minimum Free Equity
Amount after giving effect to all transfers and deposits on that Transfer Date,
the Issuer shall cause Transferor, on that Transfer Date, to deposit into the
Principal Account funds in an amount equal
to the amounts of Available Finance Charge Collections that are required to be
treated as Available Principal Collections pursuant to Section 4.4(a)(vi)
and (vii) but
are not available from funds in the Finance Charge Account as a result of the
operation of the second preceding proviso.

     


    
      
         


      

      
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    With
respect to any Monthly Period when deposits of Collections of Finance Charge
Receivables into the Finance Charge Account are limited to deposits up to the
Target Amount in accordance with clause (i) above,
notwithstanding such limitation: (1) “Reallocated Principal
Collections” for the related Transfer Date shall be calculated as if the
full amount of Finance Charge Collections allocated to the Series 2011-1
Noteholders during that Monthly Period had been deposited in the Finance Charge
Account and applied on the related Payment Date in accordance with Section 4.4(a); and
(2) Collections of Finance Charge Receivables released to Transferor pursuant to
clause (i)
above shall be deemed, for purposes of all calculations under this Indenture
Supplement, to have been applied to the items specified in Section 4.4(a) to
which such amounts would have been applied (and in the priority in which they
would have been applied) had such amounts been available in the Finance Charge
Account on the related Payment Date.  To avoid doubt, the calculations
referred to in the preceding clause (2) include
the calculations required by clause (b)(iv) of the
definition of Collateral Amount.

     

    (ii)           Allocations of Principal
Collections.  The Issuer shall allocate to the Series 2011-1
Noteholders the following amounts as set forth below:

     

    (x)           Allocations During the
Revolving Period.

     

    (1)           During
the Revolving Period an amount equal to the product of the Allocation Percentage
and the aggregate amount of Principal Collections processed on such Date of
Processing, shall be allocated to the Series 2011-1 Noteholders and first, if
any other Principal Sharing Series is outstanding and in its accumulation period
or amortization period, retained in the Principal Account for application, to
the extent necessary, as Shared Principal Collections to other Principal Sharing
Series on the related Payment Date, second deposited in the Excess Funding
Account to the extent necessary so that the Free Equity Amount is not less than
the Minimum Free Equity Amount and third paid to the holders of the Transferor
Interest.

     

    (2)           With
respect to each Monthly Period falling in the Revolving Period, to the extent
that Collections of Principal Receivables allocated to the Series 2011-1
Noteholders pursuant to this Section 4.3(b)(ii)
are paid to Transferor, the Issuer shall cause Transferor to make an amount
equal to the Reallocated Principal Collections for the related Transfer Date
available on that Transfer Date for application in accordance with Section 
4.7.

     

    (y)           Allocations During the
Controlled Accumulation Period.  During the Controlled
Accumulation Period an amount equal to the product of  the Allocation
Percentage and the aggregate amount of Principal Collections processed on such
Date of Processing (the product for any such date is hereinafter referred to as
a “Percentage
Allocation”) shall be allocated to the Series 2011-1 Noteholders and
transferred to the Principal Account until applied as provided herein; provided, however, that if the
sum of such Percentage Allocation and all preceding Percentage Allocations with
respect to the same Monthly Period exceeds the Controlled Deposit Amount during
the Controlled Accumulation Period for the related Payment Date, then such
excess shall not be treated as a Percentage Allocation and shall be first, if
any other Principal Sharing Series is outstanding and in its accumulation period
or amortization period, retained in the Principal Account for application, to
the extent necessary, as Shared Principal Collections to other Principal Sharing
Series on the related Payment Date, second deposited in the Excess Funding
Account to the extent necessary so that the Free Equity Amount is not less than
the Minimum Free Equity Amount and third paid to the holders of the Transferor
Interest.

     


    
      
         


      

      
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    (z)           Allocations During the Early
Amortization Period.  During the Early Amortization Period, an
amount equal to the product of  the Allocation Percentage and the
aggregate amount of Principal Collections processed on such Date of Processing
shall be allocated to the 2011-1 Noteholders and transferred to the Principal
Account until applied as provided herein; provided, however, that after
the date on which an amount of such Principal Collections equal to the Note
Principal Balance has been deposited into the Principal Account such amount
shall be first, if any other Principal Sharing Series is outstanding and in its
accumulation period or amortization period, retained in the Principal Account
for application, to the extent necessary, as Shared Principal Collections to
other Principal Sharing Series on the related Payment Date, second deposited in
the Excess Funding Account to the extent necessary so that the Free Equity
Amount is not less than the Minimum Free Equity Amount and third paid to the
holders of the Transferor Interest.

     

    SECTION
4.4.  Application of Available
Finance Charge Collections and Available Principal
Collections.  On or prior to each Transfer Date or related
Payment Date, as applicable, the Issuer shall withdraw, to the extent of
available funds, the amount required to be withdrawn from the Finance Charge
Account, the Principal Accumulation Account, the Principal Account and the
Distribution Account as follows:

     

    (a)           On
or prior to each Payment Date, an amount equal to the Available Finance Charge
Collections with respect to the related Monthly Period will be paid or deposited
in the following priority:

     

    (i)           to
pay, on a pari passu basis, the following amounts, to the extent allocated to
Series 2011-1 pursuant to Section 8.4(d) of the
Indenture: (A) the payment to the Indenture Trustee of the accrued and unpaid
fees and other amounts owed to the Indenture Trustee up to a maximum amount of
$25,000 for each calendar year, (B) the payment to the Trustee of the accrued
and unpaid fees and other amounts owed to the Trustee up to a maximum amount of
$25,000 for each calendar year and (C) the payment to the Administrator of the
accrued and unpaid fees and other amounts owed to the Administrator up to a
maximum amount of $25,000 for each calendar year;

     


    
      
         


      

      
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    (ii)           an
amount equal to the Noteholder Servicing Fee for such Transfer Date, plus the amount of
any Noteholder Servicing Fee previously due but not paid by the Issuer on a
prior Transfer Date, shall be paid to the Servicer;

     

    (iii)           an
amount equal to Class A Monthly Interest for such Payment Date, plus any Class A
Deficiency Amount, plus the amount of
any Class A Additional Interest for such Payment Date, plus the amount of
any Class A Additional Interest previously due but not paid to Class A
Noteholders on a prior Payment Date, shall be deposited into the Distribution
Account;

     

    (iv)           an
amount equal to Class B Monthly Interest for such Payment Date, plus any Class B
Deficiency Amount, plus the amount of
any Class B Additional Interest for such Payment Date, plus the amount of
any Class B Additional Interest previously due but not paid to Class B
Noteholders on a prior Payment Date, shall be deposited into the Distribution
Account;

     

    (v)           an
amount equal to Class C Monthly Interest for such Payment Date, plus any Class C
Deficiency Amount, plus the amount of
any Class C Additional Interest for such Payment Date, plus the amount of
any Class C Additional Interest previously due but not paid to the Class C
Noteholders on a prior Payment Date shall be deposited into the Distribution
Account;

     

    (vi)           (A)
first, an
amount equal to the Investor Default Amount for such Payment Date shall be
treated as a portion of Available Principal Collections for such Payment Date
and (B) second,
an amount equal to any Investor Uncovered Dilution Amount for such Payment Date
shall be treated as a portion of Available Principal Collections for such
Payment Date, and any amounts treated as Available Principal Collections
pursuant to subclause (A) or (B) of this clause (vi) during
the Controlled Accumulation Period or the Early Amortization Period, shall be
deposited into the Principal Account on the related Payment Date;

     

    (vii)           an
amount equal to the sum of the aggregate amount of Investor Charge-Offs and the
amount of Reallocated Principal Collections which have not been previously
reimbursed pursuant to this Section 4.4(a)(vii)
shall be treated as a portion of Available Principal Collections for such
Payment Date and, during the Controlled Accumulation Period or Early
Amortization Period, shall be deposited into the Principal Account on the
related Payment Date;

     

    (viii)                      on
each Transfer Date from and after the Reserve Account Funding Date, but prior to
the date on which the Reserve Account terminates as described in Section 4.10(e), an
amount up to the excess, if any, of the Required Reserve Account Amount over the Available
Reserve Account Amount shall be deposited into the Reserve Account;

     


    
      
         


      

      
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    (ix)           an
amount equal to the amounts required to be deposited in the Spread Account
pursuant to Section 4.11(e)
shall be deposited into the Spread Account;

     

    (x)           without
duplication of the amount specified in clause (vi)(B) of
this Section
4.4(a), an amount equal to the Series Allocation Percentage (calculated
by excluding all outstanding Series of Notes excluded from this calculation
pursuant to the terms of the Indenture Supplement for such Series) of the
excess, if any, of the Minimum Free Equity Amount over the Free Equity Amount,
shall be treated as a portion of Available Principal Collections for such
Payment Date and, during the Controlled Accumulation Period or the Early
Amortization Period, deposited into the Principal Account on the related Payment
Date;

     

    (xi)           [Reserved];

     

    (xii)           unless
an Early Amortization Event shall have occurred and be continuing, on a pari
passu basis any amounts owed to such Persons listed in clause (i) above that
have been allocated to Series 2011-1 pursuant to Section 8.4(d) of the
Indenture and that have not been paid pursuant to clause (i) above
shall be paid to such Persons; and

     

    (xiii)          the
balance, if any, will constitute a portion of Excess Finance Charge Collections
for such Payment Date and will be applied in accordance with Section 8.6 of the
Indenture; provided that during
an Early Amortization Period, if any such Excess Finance Charge Collections
would be paid to the Transferor in accordance with Section 8.6 of the
Indenture, the portion of such Excess Finance Charge Collections that would
otherwise be payable to the Transferor, first shall be used
to pay Monthly Principal pursuant to Section 4.4(c) to the
extent not paid in full from Available Principal Collections (calculated without
regard to amounts available to be treated as Available Principal Collections
pursuant to this clause (xiii)), second, shall be used
to pay on a pari passu basis any amounts owed to such Persons listed in clause (i) above that
have been allocated to Series 2011-1 pursuant to Section 8.4(d) of the
Indenture and that have not been paid pursuant to clauses (i) and (xii) above, and,
third, any
amounts remaining after payment in full of the Monthly Principal and amounts
owed to such Persons listed in clause (i) above
shall be paid to the Issuer.

     

    (b)           On
or prior to each Transfer Date with respect to the Revolving Period, an amount
equal to the Available Principal Collections for the related Monthly Period
shall be treated as Shared Principal Collections and applied in accordance with
Section 8.5 of
the Indenture.

     

    (c)           On
or prior to each Transfer Date or Payment Date, as applicable, with respect to
the Controlled Accumulation Period or the Early Amortization Period, an amount
equal to the Available Principal Collections for the related Monthly Period
shall be paid or deposited in the following order of priority:

     

    (i)           during
the Controlled Accumulation Period, an amount equal to the Monthly Principal for
each Transfer Date shall be deposited into the Principal Accumulation Account on
the related Payment Date;

     


    
      
         


      

      
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    (ii)           during
the Early Amortization Period, an amount equal to the Monthly Principal for each
Transfer Date shall be deposited into the Distribution Account on the related
Payment Date and on such Payment Date shall be paid, first to the Class A
Noteholders on the related Payment Date until the Class A Note Principal Balance
has been paid in full; second to the Class B
Noteholders until the Class B Note Principal Balance has been paid in full; and
third to the Class C Noteholders until the Class C Note Principal
Balance has been paid in full; and

     

    (iii)           the
balance of such Available Principal Collections remaining after application in
accordance with clauses (i) and (ii) above shall be
treated as Shared Principal Collections and applied in accordance with Section 8.5 of the
Indenture.

     

    (d)           On
each Payment Date, the Issuer shall pay in accordance with Section 4.5 to the
Class A Noteholders from the Distribution Account, the amount deposited into the
Distribution Account pursuant to Section 4.4(a)(iii)
on such Payment Date, to the Class B Noteholders from the Distribution Account,
the amount deposited into the Distribution Account pursuant to Section 4.4(a)(iv) on
such Payment Date and to the Class C Noteholders from the Distribution
Account, the amount deposited into the Distribution Account pursuant to Section 4.4(a)(v)
on such Payment Date.

     

    (e)           On
the earlier to occur of (i) the first Payment Date with respect to the Early
Amortization Period and (ii) the Expected Principal Payment Date, the Issuer
shall withdraw from the Principal Accumulation Account and deposit into the
Distribution Account the amount deposited into the Principal Accumulation
Account pursuant to Section 4.4(c)(i) and
on such Payment Date shall pay such amount first to the Class A
Noteholders, until the Class A Note Principal Balance is paid in full; second to the Class B
Noteholders until the Class B Principal Balance is paid in full; and third to the
Class C Noteholders until the Class C Note Principal Balance is paid
in full.

     

    (f)           As
of any Payment Date during the Controlled Accumulation Period or Early
Amortization Period on which Available Principal Collections are treated as
Shared Principal Collections, the Collateral Amount shall be reduced by an
amount equal to the lesser of (x) the amount of Available Principal Collections
applied as Shared Principal Collections and (y) the Surplus Collateral
Amount.

     

    SECTION
4.5.  Distributions.

     

    (a)           On
each Payment Date, the Issuer shall pay to each Class A Noteholder of record on
the related Record Date such Class A Noteholder’s pro rata share of the
amounts on deposit in the Distribution Account that are allocated and available
on such Payment Date and as are payable to the Class A Noteholders pursuant to
this Indenture Supplement.

     

    (b)           On
each Payment Date, the Issuer shall pay to each Class B Noteholder of record on
the related Record Date such Class B Noteholder’s pro rata share of the
amounts on deposit in the Distribution Account that are allocated and available
on such Payment Date and as are payable to the Class B Noteholders pursuant to
this Indenture Supplement.

     


    
      
         


      

      
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    (c)           On
each Payment Date, the Issuer shall pay to each Class C Noteholder of record on
the related Record Date such Class C Noteholder’s pro rata share of the
amounts on deposit in the Distribution Account (including amounts withdrawn from
the Spread Account (at the times and in the amounts specified in Section 4.11)) that
are allocated and available on such Payment Date and as are payable to the Class
C Noteholders pursuant to this Indenture Supplement.

     

    (d)           The
payments to be made pursuant to this Section 4.5 are
subject to the provisions of Section 7.1 of this
Indenture Supplement.

     

    (e)           All
payments to Noteholders hereunder shall be made by (i) check mailed to each
Series 2011-1 Noteholder (at such Noteholder’s address as it appears in the Note
Register), except that for any Series 2011-1 Notes registered in the name of the
nominee of a Clearing Agency, such payment shall be made by wire transfer of
immediately available funds and (ii) except as provided in Section 2.7(b) of the
Indenture, without presentation or surrender of any Series 2011-1 Note or the
making of any notation thereon.

     

    SECTION
4.6.  Investor
Charge-Offs.  On each Determination Date, the Issuer shall
calculate the Investor Default Amount and any Investor Uncovered Dilution Amount
for the preceding Monthly Period.  If, on any Transfer Date, the sum
of the Investor Default Amount and any Investor Uncovered Dilution Amount for
the preceding Monthly Period exceeds the amount of Available Finance Charge
Collections allocated with respect thereto pursuant to Section 4.4(a)(vi)
with respect to such Transfer Date, the Collateral Amount will be reduced (but
not below zero) by the amount of such excess (such reduction, an “Investor
Charge-Off”).

     

    SECTION
4.7.  Reallocated Principal
Collections.  On each Transfer Date, the Issuer shall apply
Reallocated Principal Collections with respect to that Transfer Date, to fund
any deficiency pursuant to and in the priority set forth in Sections 4.4(a)(i),
(ii), (iii), (iv) and (v).  On
each Transfer Date, the Collateral Amount shall be reduced by the amount of
Reallocated Principal Collections for such Transfer Date.

     

    SECTION
4.8.  Excess
Finance Charge Collections.  Series 2011-1 shall be an Excess
Allocation Series with respect to Group One only.  Subject to Section 8.6 of
the Indenture, Excess Finance Charge Collections with respect to the Excess
Allocation Series in Group One with respect to any Monthly Period will be
allocated to Series 2011-1 in an amount equal to the product of (x) the
aggregate amount of Excess Finance Charge Collections with respect to all the
Excess Allocation Series in Group One for such Monthly Period and (y) a
fraction, the numerator of which is the Finance Charge Shortfall for Series
2011-1 for such Monthly Period and the denominator of which is the aggregate
amount of Finance Charge Shortfalls for all the Excess Allocation Series in
Group One, in each case with respect to payments to be made on or prior to the
Payment Date following such Monthly Period.  The “Finance Charge
Shortfall” for Series 2011-1 for any date on which Excess Finance Charge
Collections are allocated pursuant to Section 8.6 of the
Indenture will be equal to the excess, if any, of (a) the full amount
required to be paid, without duplication, pursuant to Sections 4.4(a)(i)
through (xii)
with respect to the next following Payment Date over (b) the
Available Finance Charge Collections with respect to the related Monthly Period
(excluding any portion thereof attributable to Excess Finance Charge
Collections).

     


    
      
         


      

      
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    SECTION
4.9.  Shared
Principal Collections.  Subject to Section 8.5 of
the Indenture, Shared Principal Collections allocable to Series 2011-1 with
respect to any Monthly Period will be equal to the product of (x) the aggregate
amount of Shared Principal Collections with respect to all Principal Sharing
Series for such Monthly Period and (y) a fraction, the numerator of which is the
Principal Shortfall for Series 2011-1 for such Monthly Period and the
denominator of which is the aggregate amount of Principal Shortfalls for all the
Series which are Principal Sharing Series, in each case with respect to payments
to be made on or prior to the Payment Date following such Monthly
Period.  The “Principal Shortfall”
for Series 2011-1 for any date on which Shared Principal Collections are
allocated pursuant to Section 8.5 of the
Indenture will be equal to (a) for any allocation date with respect to the
Revolving Period or any allocation date during the Early Amortization Period
prior to the earlier of (i) the end of the Monthly Period immediately preceding
the Expected Principal Payment Date and (ii) the date on which all outstanding
Series are in early amortization periods, zero, (b) for any allocation date with
respect to the Controlled Accumulation Period, the excess, if any, of the
Controlled Deposit Amount with respect to the next following Payment Date over the amount of
Available Principal Collections for the related Monthly Period (excluding any
portion thereof attributable to Shared Principal Collections or amounts
available to be treated as Available Principal Collections pursuant to clause (xiii) of
Section 4.4(a))
and (c) for any allocation date on or after the earlier of (i) the end of the
Monthly Period immediately preceding the Expected Principal Payment Date and
(ii) the date on which all outstanding Series are in early amortization periods,
the Note Principal Balance.

     

    SECTION
4.10.  Reserve
Account.

     

    (a)           On
each Transfer Date, all interest and earnings (net of losses and investment
expenses) accrued since the preceding Transfer Date on funds on deposit in the
Reserve Account shall be retained in the Reserve Account (to the extent that the
Available Reserve Account Amount is less than the Required Reserve Account
Amount) and any remaining interest and earnings (net of losses and investment
expenses) shall be deposited into the Finance Charge Account and included in
Available Finance Charge Collections for the related Monthly
Period.  For purposes of determining the availability of funds or the
balance in the Reserve Account for any reason under this Indenture Supplement,
except as otherwise provided in the preceding sentence, investment earnings on
such funds shall be deemed not to be available or on deposit.

     

    (b)           On
or before each Transfer Date with respect to the Controlled Accumulation Period
and on or before the first Transfer Date with respect to the Early Amortization
Period, the Issuer shall calculate the Reserve Draw Amount; provided, however, that such
amount will be reduced to the extent that funds otherwise would be available for
deposit in the Reserve Account under Section 4.4(a)(viii)  on
the following Payment Date.

     

    (c)           If
for any Transfer Date the Reserve Draw Amount is greater than zero, the Reserve
Draw Amount, up to the Available Reserve Account Amount, shall be withdrawn from
the Reserve Account on such Transfer Date by the Issuer and deposited into the
Finance Charge Account for application as Available Finance Charge Collections
on the following Payment Date.

     


    
      
         


      

      
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    (d)           If
the Reserve Account Surplus on any Transfer Date, after giving effect to all
deposits to and withdrawals from the Reserve Account with respect to such
Transfer Date, is greater than zero, the Indenture Trustee, acting in accordance
with the written instructions of the Issuer, shall withdraw from the Reserve
Account an amount equal to such Reserve Account Surplus and distribute any such
amounts to the holders of the Transferor Interest.

     

    (e)           Upon
the earliest to occur of (i) the termination of the Trust pursuant to Article VIII of
the Trust Agreement, (ii) the first Transfer Date relating to the Early
Amortization Period and (iii) the Expected Principal Payment Date, the Issuer,
after the prior payment of all amounts owing to the Series 2011-1 Noteholders
that are payable from the Reserve Account as provided herein, shall withdraw
from the Reserve Account all amounts, if any, on deposit in the Reserve Account
and distribute any such amounts to the holders of the Transferor
Interest.  The Reserve Account shall thereafter be deemed to have
terminated for purposes of this Indenture Supplement.

     

    SECTION
4.11.  Spread
Account.

     

    (a)           On
or before each Transfer Date, if the aggregate amount of Available Finance
Charge Collections available for application pursuant to Section 4.4(a)(v) is
less than the aggregate amount required to be deposited pursuant to Section 4.4(a)(v),
the Issuer shall withdraw from the Spread Account the amount of such deficiency
up to the Available Spread Account Amount and if the Available Spread Account
Amount is less than such deficiency, Investment Earnings credited to the Spread
Account and shall apply such amount in accordance with Section
4.4(a)(v).

     

    (b)           Unless
an Early Amortization Event occurs, the Issuer will withdraw from the Spread
Account and deposit in the Collection Account for payment to the Class C
Noteholders on the Expected Principal Payment Date for the Class C Notes an
amount equal to the lesser of:  (i) the amount on deposit in the
Spread Account after application of any amounts set forth in clause (a) above
and (ii) the Class C Note Principal Balance.

     

    (c)           Upon
an Early Amortization Event, the amount, if any, remaining on deposit in the
Spread Account, after making the payments described in clause (a) above, shall
be applied to pay principal on the Class C Notes on the earlier of the Series
Maturity Date and the first Payment Date on which the Class A Note Principal
Balance and the Class B Note Principal Balance have been paid in
full.

     

    (d)           On
any day following the occurrence of an Event of Default with respect to Series
2011-1 that has resulted in the acceleration of the Series 2011-1 Notes, the
Issuer shall withdraw from the Spread Account the Available Spread Account
Amount and deposit such amount in the Distribution Account for payment to the
Series 2011-1 Notes in the following order of priority until all amounts owed to
such Noteholders have been paid in full: (i) the Class C Noteholders, (ii) the
Class A Noteholders and (iii) the Class B Noteholders.

     

    (e)           If
on any Payment Date, after giving effect to all withdrawals from the Spread
Account, the Available Spread Account Amount is less than the Required Spread
Account Amount then in effect, Available Finance Charge Collections shall be
deposited into the Spread Account pursuant to Section 4.4(a)(ix) up
to the amount of the Spread Account Deficiency.

     


    
      
         


      

      
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    (f)           If,
after giving effect to all deposits to and withdrawals from the Spread Account
with respect to any Payment Date, the amount on deposit in the Spread Account
exceeds the Required Spread Account Amount, the Issuer shall withdraw an amount
equal to such excess from the Spread Account and distribute such amount to the
Transferor.  On the date on which the Class C Note Principal Balance
has been paid in full, after making any payments to the Noteholders required
pursuant to Sections
4.11(a), (b), (c) and (d), the Issuer shall
withdraw from the Spread Account all amounts then remaining in the Spread
Account and pay such amounts to the holders of the Transferor
Interest.

     

    SECTION
4.12.  Investment of
Accounts.  i)  To the extent there are uninvested
amounts deposited in the Series Accounts, the Issuer shall cause such amounts to
be invested in Permitted Investments selected by the Issuer that mature no later
than the following Transfer Date.

     

    (b)           On
each Transfer Date with respect to the Controlled Accumulation Period and on the
first Transfer Date with respect to the Early Amortization Period, the Issuer
shall transfer from the Principal Accumulation Account to the Finance Charge
Account the Principal Accumulation Investment Proceeds on deposit in the
Principal Accumulation Account for application as Available Finance Charge
Collections in accordance with Section
4.4.

     

    (c)           Principal
Accumulation Investment Proceeds (including reinvested interest) shall not be
considered part of the amounts on deposit in the Principal Accumulation Account
for purposes of this Indenture Supplement.

     

    (d)           On
each Transfer Date (but subject to Section 4.11(a)), the
Investment Earnings, if any, credited since the preceding Transfer Date on funds
on deposit in the Spread Account shall be retained in the Spread Account (to the
extent that the Available Spread Account Amount is less than the Required Spread
Account Amount) and the balance, if any, shall be paid to the holders of the
Transferor Interest.  For purposes of determining the availability of
funds or the balance in the Spread Account for any reason under this Indenture
Supplement (subject to Section 4.11(a)), all
Investment Earnings shall be deemed not to be available or on deposit; provided that after
the maturity of the Series 2011-1 Notes has been accelerated as a result of an
Event of Default, all Investment Earnings shall be added to the balance on
deposit in the Spread Account and treated like the rest of the Available Spread
Account Amount.

     

    SECTION
4.13.  Controlled Accumulation
Period.  The Controlled Accumulation Period is scheduled to
commence at the beginning of business on September 22, 2013; provided that if the
Controlled Accumulation Period Length (determined as described below) on any
Determination Date is less than or more than the number of months in the
scheduled Controlled Accumulation Period, upon written notice to the Indenture
Trustee, with a copy to each Rating Agency, the Issuer shall either postpone or
accelerate, as applicable, the date on which the Controlled Accumulation Period
actually commences, so that, as a result, the number of Monthly Periods in the
Controlled Accumulation Period will equal the Controlled Accumulation Period
Length; provided that the
length of the Controlled Accumulation Period will not be less than one
month.  The “Controlled Accumulation
Period Length” will mean a number of whole months such that the amount
available for payment of principal on the Notes on the Expected Principal
Payment Date is expected to equal or exceed the Note Principal Balance, assuming
for this purpose that (1) the payment rate with respect to Principal Collections
remains constant at the lowest level of such payment rate during the twelve
preceding Monthly Periods, (2) the total amount of Principal Receivables in the
Trust (and the principal amount on deposit in the Excess Funding Account, if
any) remains constant at the level on such date of determination, (3) no Early
Amortization Event with respect to any Series will subsequently occur and (4) no
additional Series (other than any Series being issued on such date of
determination) will be subsequently issued.  Any notice by Issuer
modifying the commencement of the Controlled Accumulation Period pursuant to
this Section 4.13
shall specify (i) the Controlled Accumulation Period Length, (ii) the
commencement date of the Controlled Accumulation Period and (iii) the Controlled
Accumulation Amount with respect to each Monthly Period during the Controlled
Accumulation Period.

     


    
      
         


      

      
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    SECTION
4.14.  Determination of
LIBOR.

     

    (a)           On
each LIBOR Determination Date in respect of an Interest Period, the Indenture
Trustee shall determine LIBOR on the basis of the rate per annum displayed in
the Bloomberg Financial Markets system as the composite offered rate for London
interbank deposits for a period of the Designated Maturity, as of 11:00 a.m.,
London time, on that date.  If that rate does not appear on that
system, LIBOR for that Interest Period will be the rate per annum shown on page
“LIBOR01” of the Reuters Monitor Money Rates Service or such other page as may
replace the “LIBOR01” page on that service for the purpose of displaying London
interbank offered rates of major banks as of 11:00 a.m., London time, on the
LIBOR Determination Date; provided that if at
least two rates appear on that page, the rate will be the arithmetic mean of the
displayed rates and if fewer than two rates are displayed, or if no rate is
relevant, the rate for that Interest Period shall be determined on the basis of
the rates at which deposits in United States dollars are offered by the
Reference Banks at approximately 11:00 a.m., London time, on that day to prime
banks in the London interbank market for the period of the Designated
Maturity.  The Indenture Trustee shall request the principal London
office of each of the Reference Banks to provide a quotation of its
rate.  If at least two (2) such quotations are provided, the rate for
that Interest Period shall be the arithmetic mean of the
quotations.  If fewer than two (2) quotations are provided as
requested, the rate for that Interest Period will be the arithmetic mean of the
rates quoted by major banks in New York City, selected by the Servicer, at
approximately 11:00 a.m., New York City time, on that day for loans in United
States dollars to leading European banks for a period of the Designated
Maturity.

     

    (b)           The
Class A Note Interest Rate applicable to the then current and the immediately
preceding Interest Periods may be obtained by telephoning the Indenture Trustee
at its corporate trust office at (800) 735-7777 or such other telephone number
as shall be designated by the Indenture Trustee for such purpose by prior
written notice by the Indenture Trustee to each Series 2011-1 Noteholder from
time to time.

     

    (c)           On
each LIBOR Determination Date, the Indenture Trustee shall send to the Issuer by
facsimile transmission, notification of LIBOR for the following Interest
Period.

     


    
      
         


      

      
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    SECTION
4.15.  Deposit of
Collections.  Notwithstanding anything to the contrary in the
Indenture, for any Monthly Period during which the Issuer is permitted to make a
single monthly deposit to the Collection Account pursuant to Section 8.4 of the
Indenture for such Monthly Period, the Issuer need not make the daily deposits
of Collections into the Collection Account as provided in Section 8.4 of the
Indenture, but may make a single deposit in the Collection Account in
immediately available funds not later than 12:00 noon, New York City time, on
the related Payment Date.

     

    ARTICLE
V

    DELIVERY
OF SERIES 2011-1 NOTES;

    REPORTS
TO SERIES 2011-1 NOTEHOLDERS

     

    SECTION
5.1.  Delivery and Payment for the
Series 2011-1 Notes.

     

    The
Issuer shall execute and issue, and the Indenture Trustee shall authenticate,
the Series 2011-1 Notes in accordance with Section 2.2 of
the Indenture.  The Indenture Trustee shall deliver the Series 2011-1
Notes to or upon the written order of the Issuer when so
authenticated.

     

    SECTION 5.2.  Reports and Statements to
Series 2011-1 Noteholders.

     

    (a)           Not
later than the second Business Day preceding each Payment Date, the Issuer shall
deliver or cause the Servicer to deliver to the Trustee, the Indenture Trustee
and each Rating Agency a statement substantially in the form of Exhibit B prepared by
the Servicer; provided that the
Issuer may amend the form of Exhibit B from time
to time, with the prior written consent of the Indenture Trustee.

     

    (b)           A
copy of each statement or certificate provided pursuant to Section 5.2(a) may be
obtained by any Series 2011-1 Noteholder by a request in writing to the
Issuer.

     

    (c)           On
or before January 31 of each calendar year, beginning with January 31, 2012, the
Issuer shall furnish or cause to be furnished to each Person who at any time
during the preceding calendar year was a Series 2011-1 Noteholder the
information for the preceding calendar year, or the applicable portion thereof
during which the Person was a Noteholder, as is required to be provided by an
issuer of indebtedness under the Code to the holders of the Issuer’s
indebtedness and such other customary information as is necessary to enable such
Noteholder to prepare its federal income tax returns.  Notwithstanding
anything to the contrary contained in this Agreement, the Issuer shall, to the
extent required by applicable law, from time to time furnish to the appropriate
Persons, at least five Business Days prior to the end of the period required by
applicable law, the information required to complete a Form
1099-INT.

     

    ARTICLE
VI

    SERIES
2011-1 EARLY AMORTIZATION EVENTS

     

    SECTION
6.1.  Series
2011-1 Early Amortization Events.  If any one of the following
events shall occur with respect to the Series 2011-1 Notes:

     

    (a)           (i)  failure
on the part of Transferor to make any payment or deposit required to be made by
it by the terms of the Trust Receivables Purchase Agreement or the Transfer
Agreement on or before the date occurring five (5) Business Days after the date
such payment or deposit is required to be made therein or herein or (ii) failure
of the Transferor duly to observe or perform in any material respect any other
of its covenants or agreements set forth in the Trust Receivables Purchase
Agreement or the Transfer Agreement which failure has a material adverse effect
on the Series 2011-1 Noteholders and which continues unremedied for a period of
sixty days after the date on which written notice of such failure, requiring the
same to be remedied, shall have been given to the Transferor by the Indenture
Trustee, or to the Transferor and the Indenture Trustee by any Noteholder of the
Series 2011-1 Notes;

     


    
      
         


      

      
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    (b)           any
representation or warranty made by Transferor in the Transfer Agreement or the
Trust Receivables Purchase Agreement or any information contained in an account
schedule required to be delivered by it pursuant to Section 2.1 or
Section 2.6(c)
of the Transfer Agreement, Trust Agreement or the Bank Receivables Sale
Agreement shall prove to have been incorrect in any material respect when made
or when delivered, which continues to be incorrect in any material respect for a
period of sixty days after the date on which written notice of such failure,
requiring the same to be remedied, shall have been given to the Transferor by
the Indenture Trustee, or to the Transferor and the Indenture Trustee by any
Noteholder of the Series 2011-1 Notes and as a result of which the interests of
the Series 2011-1 Noteholders are materially and adversely affected for such
period; provided, however, that a
Series 2011-1 Early Amortization Event pursuant to this Section 6.1(b) shall
not be deemed to have occurred hereunder if the Transferor has accepted
reassignment of the related Transferred Receivable, or all of such Transferred
Receivables, if applicable, during such period in accordance with the provisions
of the Transfer Agreement or the Trust Receivables Purchase
Agreement;

     

    (c)           a
failure by Transferor under the Transfer Agreement to convey Transferred
Receivables in Additional Accounts or Participations to the Trust when it is
required to convey such Transferred Receivables pursuant to Section 2.6(a) of the
Transfer Agreement;

     

    (d)           any
Servicer Default or any Indenture Servicer Default shall occur;

     

    (e)           (i)
the average of the Portfolio Yields for the two Monthly Periods immediately
preceding the May 2011 Payment Date is less than the average of the Base Rates
for the same Monthly Periods, or (ii) beginning with the three consecutive
Monthly Periods immediately preceding the June 2011 Payment Date, the average of
the Portfolio Yields for three consecutive Monthly Periods is less than the
average of the Base Rates for the same Monthly Periods (for the avoidance of
doubt, the Monthly Period preceding the March 2011 Payment Date shall be
excluded for purposes of calculating the three-month average Portfolio Yield and
Base Rate under this clause (e)(ii));

     

    (f)           the
Note Principal Balance shall not be paid in full on the Expected Principal
Payment Date; or

     

    (g)           without
limiting the foregoing, the occurrence of an Event of Default with respect to
Series 2011-1 and acceleration of the maturity of the Series 2011-1 Notes
pursuant to Section 5.3 of
the Indenture;

     


    
      
         


      

      
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    then, in
the case of any event described in subsection (a), (b) or (d), after the
applicable grace period, if any, set forth in such subparagraphs, either the
Indenture Trustee or the holders of Series 2011-1 Notes evidencing more than 50%
of the aggregate unpaid principal amount of Series 2011-1 Notes by notice then
given in writing to the Issuer (and to the Indenture Trustee if given by the
Series 2011-1 Noteholders) may declare that a “Series Early Amortization Event”
with respect to Series 2011-1 (a “Series 2011-1 Early
Amortization Event”) has occurred as of the date of such notice, and, in
the case of any event described in subsection (c), (e), (f) or (g) a Series 2011-1
Early Amortization Event shall occur without any notice or other action on the
part of the Indenture Trustee or the Series 2011-1 Noteholders immediately upon
the occurrence of such event.

     

    ARTICLE
VII

    REDEMPTION
OF SERIES 2011-1 NOTES; FINAL DISTRIBUTIONS; SERIES TERMINATION

     

    SECTION
7.1.  Optional Redemption of
Series 2011-1 Notes; Final Distributions.

     

    (a)           On
any day occurring on or after the date on which the outstanding principal
balance of the Series 2011-1 Notes is reduced to 10% or less of the initial
outstanding principal balance of Series 2011-1 Notes, Transferor has the option
pursuant to the Trust Agreement to reduce the Collateral Amount to zero by
paying a purchase price equal to the greater of (x) the Collateral Amount, plus
the applicable Allocation Percentage of outstanding Finance Charge Receivables
and (y) a minimum amount equal to (i) if such day is a Payment Date, the
Redemption Amount for such Payment Date or (ii) if such day is not a Payment
Date, the Redemption Amount for the Payment Date following such
day.  If Transferor exercises such option, Issuer will apply such
purchase price to repay the Notes in full as specified below.

     

    (b)           Issuer
shall give the Indenture Trustee at least thirty (30) days prior written notice
of the date on which Transferor intends to exercise such optional
redemption.  Not later than 12:00 noon, New York City time, on such
day Transferor shall deposit into the Distribution Account in immediately
available funds the excess of the Redemption Amount over the amount, if any, on
deposit in the Principal Accumulation Account.  Such redemption option
is subject to payment in full of the Redemption Amount.  Following
such deposit into the Distribution Account in accordance with the foregoing, the
Collateral Amount for Series 2011-1 shall be reduced to zero and the Series
2011-1 Noteholders shall have no further security interest in the Transferred
Receivables.  The Redemption Amount shall be paid as set forth in
Section
7.1(d).

     

    (c)           (i)           The
amount to be paid by the Transferor with respect to Series 2011-1 in connection
with a reassignment of Transferred Receivables to the Transferor pursuant to
Section 6.1(f)
of the Transfer Agreement shall not be less than the Redemption Amount
for the first Payment Date following the Monthly Period in which the
reassignment obligation arises under the Transfer Agreement.

     

    (ii)           The
amount to be paid by the Issuer with respect to Series 2011-1 in connection with
a repurchase of the Notes pursuant to Section 10.1 of the
Trust Agreement shall not be less than the Redemption Amount for the Payment
Date of such repurchase.

     


    
      
         


      

      
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    (d)           With
respect to (i) the Redemption Amount deposited into the Distribution Account
pursuant to Section 7.1 or
(ii) the proceeds of any sale of Transferred Receivables pursuant to Section 5.3 of the
Indenture with respect to Series 2011-1, the Indenture Trustee shall, in
accordance with the written direction of the Issuer, not later than 12:00 noon,
New York City time, on the related Payment Date, make payments of the following
amounts (in the priority set forth below and, in each case, after giving effect
to any deposits and payments otherwise to be made on such date) in immediately
available funds:  (i) (x) the Class A Note Principal Balance on such
Payment Date will be paid to the Class A Noteholders and (y) an amount equal to
the sum of (A) Class A Monthly Interest due and payable on such Payment Date or
any prior Payment Date, (B) any Class A Deficiency Amount for such Payment
Date and (C) the amount of Class A Additional Interest, if any, for such Payment
Date and any Class A Additional Interest previously due but not paid to the
Class A Noteholders on any prior Payment Date, will be paid to the Class A
Noteholders, (ii) (x) the Class B Note Principal Balance on such Payment
Date will be paid to the Class B Noteholders and (y) an amount equal to the sum
of (A) Class B Monthly Interest due and payable on such Payment Date or any
prior Payment Date, (B) any Class B Deficiency Amount for  such
Payment Date and (C) the amount of Class B Additional Interest, if any, for such
Payment Date and any Class B Additional Interest previously due but not paid to
the Class B Noteholders on any prior Payment Date, will be paid to the Class B
Noteholders, (iii) (x) the Class C Note Principal Balance on such Payment
Date will be paid to the Class C Noteholders and (y) an amount equal to the sum
of (A) Class C Monthly Interest due and payable on such Payment Date or any
prior Payment Date, (B) any Class C Deficiency Amount for such Payment Date and
(C) the amount of Class C Additional Interest, if any, for such Payment Date and
any Class C Additional Interest previously due but not paid to the Class C
Noteholders on any prior Payment Date will be paid to the Class C Noteholders
and (iv) any excess shall be released to the Issuer.

     

    SECTION
7.2.  Series
Termination.

     

    On the
Series Maturity Date, the unpaid principal amount of the Series 2011-1 Notes
shall be due and payable.

     

    SECTION
7.3.  Sale
of Collateral.

     

    If the
Indenture Trustee exercises its right to sell any portion of the Collateral in
accordance with Section 5.16 of the
Indenture upon the occurrence of an Event of Default with respect to Series
2011-1, GE Capital shall have a right of first refusal to purchase any portion
of the Collateral for which the Indenture Trustee has received a bona fide offer
from a third-party that is not an affiliate of the Transferor at a price equal
to the highest price bid for such Collateral by such third-party
bidder.

     

    ARTICLE
VIII

    MISCELLANEOUS
PROVISIONS

     

    SECTION
8.1.  Ratification of Indenture;
Amendments.  As supplemented by this Indenture Supplement, the
Indenture is in all respects ratified and confirmed and the Indenture as so
supplemented by this Indenture Supplement shall be read, taken and construed as
one and the same instrument.  This Indenture Supplement may be amended
only by a Supplemental Indenture entered in accordance with the terms of Section 9.1 or 9.2 of the
Indenture.  For purposes of the application of Section 9.2 to any
amendment of this Indenture Supplement, the Series 2011-1 Noteholders shall be
the only Noteholders whose vote shall be required.

     


    
      
         


      

      
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    SECTION
8.2.  Form
of Delivery of the Series 2011-1 Notes.  The Class A Notes, the
Class B Notes and the Class C Notes shall be Book-Entry Notes and shall be
delivered as provided in Sections 2.1 and
2.2 of the
Indenture.  

     

    SECTION
8.3.  Counterparts.  This
Indenture Supplement may be executed in two or more counterparts, and by
different parties on separate counterparts, each of which shall be an original,
but all of which shall constitute one and the same instrument.

     

    SECTION
8.4.  GOVERNING
LAW.  (a) THIS INDENTURE SUPPLEMENT AND THE OBLIGATIONS ARISING
HEREUNDER SHALL IN ALL RESPECTS, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY
AND PERFORMANCE, BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH,
THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401(1) OF THE
GENERAL OBLIGATIONS LAW, BUT WITHOUT REGARD TO ANY OTHER CONFLICT OF LAW
PROVISIONS THEREOF) AND ANY APPLICABLE LAWS OF THE UNITED STATES OF
AMERICA.  THIS INDENTURE SUPPLEMENT IS SUBJECT TO THE TRUST INDENTURE
ACT OF 1939, AS AMENDED, AND SHALL BE GOVERNED THEREBY AND CONSTRUED IN
ACCORDANCE THEREWITH.

     

    (b)           EACH
PARTY HERETO HEREBY CONSENTS AND AGREES THAT THE STATE OR FEDERAL COURTS LOCATED
IN THE BOROUGH OF MANHATTAN IN NEW YORK CITY SHALL HAVE EXCLUSIVE JURISDICTION
TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN THEM PERTAINING TO THIS
INDENTURE SUPPLEMENT OR TO ANY MATTER ARISING OUT OF OR RELATING TO THIS
INDENTURE SUPPLEMENT; PROVIDED, THAT EACH PARTY HERETO
ACKNOWLEDGES THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY A COURT
LOCATED OUTSIDE OF THE BOROUGH OF MANHATTAN IN NEW YORK CITY; PROVIDED, FURTHER, THAT NOTHING
IN THIS INDENTURE SUPPLEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE THE
INDENTURE TRUSTEE FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER
JURISDICTION TO REALIZE ON THE COLLATERAL OR ANY OTHER SECURITY FOR THE NOTES,
OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF THE INDENTURE
TRUSTEE.  EACH PARTY HERETO SUBMITS AND CONSENTS IN ADVANCE TO SUCH
JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND EACH PARTY
HERETO HEREBY WAIVES ANY OBJECTION THAT SUCH PARTY MAY HAVE BASED UPON LACK OF
PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS
AND HEREBY CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS
DEEMED APPROPRIATE BY SUCH COURT.  EACH PARTY HERETO HEREBY WAIVES
PERSONAL SERVICE OF THE SUMMONS, COMPLAINT AND OTHER PROCESS ISSUED IN ANY SUCH
ACTION OR SUIT AND AGREES THAT SERVICE OF SUCH SUMMONS, COMPLAINT AND OTHER
PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO SUCH PARTY AT
ITS ADDRESS DETERMINED IN ACCORDANCE WITH SECTION 10.4 OF THE
INDENTURE AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF
SUCH PARTY’S ACTUAL RECEIPT THEREOF OR THREE DAYS AFTER DEPOSIT IN THE UNITED
STATES MAIL, PROPER POSTAGE PREPAID.  NOTHING IN THIS SECTION SHALL
AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE LEGAL PROCESS IN ANY OTHER MANNER
PERMITTED BY LAW.

     


    
      
         


      

      
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    BECAUSE
DISPUTES ARISING IN CONNECTION WITH COMPLEX FINANCIAL TRANSACTIONS ARE MOST
QUICKLY AND ECONOMICALLY RESOLVED BY AN EXPERIENCED AND EXPERT PERSON AND THE
PARTIES WISH APPLICABLE STATE AND FEDERAL LAWS TO APPLY (RATHER THAN ARBITRATION
RULES), THE PARTIES DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING
SUCH APPLICABLE LAWS.  THEREFORE, TO ACHIEVE THE BEST COMBINATION OF
THE BENEFITS OF THE JUDICIAL SYSTEM AND OF ARBITRATION, THE PARTIES HERETO WAIVE
ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING BROUGHT TO RESOLVE
ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, ARISING OUT OF,
CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG
THEM IN CONNECTION WITH THIS INDENTURE SUPPLEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY.

     

    SECTION
8.5.  Limitation of
Liability.  Notwithstanding any other provision herein or
elsewhere, this Indenture Supplement has been executed and delivered by BNY
Mellon Trust of Delaware, not in its individual capacity, but solely in its
capacity as Trustee of the Trust, in no event shall BNY Mellon Trust of Delaware
in its individual capacity have any liability in respect of the representations,
warranties, or obligations of the Issuer hereunder or under any other document,
as to all of which recourse shall be had solely to the assets of the Trust, and
for all purposes of this Indenture Supplement and each other document, the
Trustee (as such or in its individual capacity) shall be subject to, and
entitled to the benefits of, the terms and provisions of the Trust
Agreement.

     

    SECTION
8.6.  Rights
of the Indenture Trustee.  The Indenture Trustee shall have
herein the same rights, protections, indemnities and immunities as specified in
the Master Indenture.

     

    SECTION
8.7.  Notice
Address for Rating Agencies.  Delivery of any notices required
to be delivered to the Rating Agencies by the Issuer, the Indenture Trustee or
the Trustee shall be sufficient for the purposes of this Indenture Supplement
and the other Related Documents if sent to such mailing addresses or such email
addresses as may be provided by the Rating Agencies.

     

    SECTION
8.8.  Compliance with Applicable
Anti-Terrorism and Anti-Money Laundering Regulations.  In order
to comply with laws, rules and regulations applicable to banking institutions,
including those relating to the funding of terrorist activities and money
laundering, the Indenture Trustee is required to obtain, verify and record
certain information relating to individuals and entities which maintain a
business relationship with the Indenture Trustee.  Accordingly, each
of the parties hereto agrees to provide to the Indenture Trustee upon its
request from time to time such  identifying information  and
documentation as may be available for such party in order to enable the
Indenture Trustee to comply with applicable law.

     


    
      
         


      

      
        36

        
          

        

      

      
         


      

    


    


     

    SECTION
8.9.  Notes
to be Treated as Debt for Tax.  It is the intent of the parties
hereto that, for purposes of federal, state and local income and franchise tax
and any other tax measured in whole or in part by income, the Class A Notes, the
Class B Notes and the Class C Notes shall be treated as debt and a person
purchasing such Notes agrees to treat such Notes as debt for such
purposes.

     

    SECTION
8.10.  Deemed
Consent.  The Series 2011-1 Noteholders will be deemed to have
consented to any amendment to any Related Document that changes the definition
of “Rating Agency Condition” in such Related Document to match the definition of
“Rating Agency Condition” in this Indenture Supplement.

     

    [SIGNATURE
PAGE FOLLOWS]

     


    
      
         


      

      
        37

        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the undersigned have caused this Indenture Supplement to be
duly executed and delivered by their respective duly authorized officers on the
day and year first above written.

     

    GE
CAPITAL CREDIT CARD MASTER NOTE TRUST, as Issuer

    


    
      	
               
      

            	
              By:

            	
              BNY
      MELLON TRUST OF DELAWARE, not in its individual capacity, but solely as
      Trustee on behalf of Issuer

            


    

    


    


    By:  /s/ Kristine J.
Gullo                                           


     

    Name:   Kristine
J. Gullo

    Title:     Vice
President

    


    


    


    DEUTSCHE
BANK TRUST COMPANY AMERICAS, as Indenture Trustee

    


    By:
DEUTSCHE BANK NATIONAL TRUST COMPANY

     

    


     

    By:  /s/ Susan
Barstock                                           


     

    Name:   Susan
Barstock

    Title:     Vice
President

    


    


    By:  /s/ Ellen
Jean-Baptiste                                     


     

    Name:   Ellen
Jean-Baptiste

    Title:     Associate

    



    
      
        
          
            	 
      	
                    S-1

                  	
                    Indenture
      Supplement

                    Series
      2011-1

                  


          

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
A-1

    FORM OF
CLASS A SERIES 2011-1 FLOATING RATE ASSET BACKED NOTE

     

    UNLESS
THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED
IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC),
ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.

     

    THE
HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF COVENANTS AND AGREES THAT IT WILL
NOT AT ANY TIME DIRECTLY OR INDIRECTLY INSTITUTE OR CAUSE TO BE INSTITUTED
AGAINST THE ISSUER ANY BANKRUPTCY, REORGANIZATION, ARRANGEMENT, INSOLVENCY OR
LIQUIDATION PROCEEDING OR OTHER PROCEEDING UNDER ANY FEDERAL OR STATE BANKRUPTCY
LAW UNLESS NOTEHOLDERS OF NOT LESS THAN 662⁄3% OF THE OUTSTANDING PRINCIPAL AMOUNT
OF EACH CLASS OF EACH SERIES HAS APPROVED SUCH FILING AND IT WILL NOT DIRECTLY
OR INDIRECTLY INSTITUTE OR CAUSE TO BE INSTITUTED AGAINST THE TRANSFEROR ANY
BANKRUPTCY, REORGANIZATION, ARRANGEMENT, INSOLVENCY OR LIQUIDATION PROCEEDING OR
OTHER PROCEEDING UNDER ANY FEDERAL OR STATE BANKRUPTCY LAW IN ANY INSTANCE;
PROVIDED, THAT
THE FOREGOING SHALL NOT IN ANY WAY LIMIT THE NOTEHOLDER’S RIGHTS TO PURSUE ANY
OTHER CREDITOR RIGHTS OR REMEDIES THAT THE NOTEHOLDERS MAY HAVE FOR CLAIMS
AGAINST THE ISSUER.

     

    THE
HOLDER OF THIS CLASS A NOTE, BY ACCEPTANCE OF THIS NOTE, AND EACH HOLDER OF A
BENEFICIAL INTEREST THEREIN, AGREE TO TREAT THE CLASS A NOTES AS INDEBTEDNESS OF
THE ISSUER FOR APPLICABLE FEDERAL, STATE, AND LOCAL INCOME AND FRANCHISE TAX LAW
AND FOR PURPOSES OF ANY OTHER TAX IMPOSED ON, OR MEASURED BY,
INCOME.

     

    THE HOLDER OF THIS NOTE BY ITS
ACCEPTANCE OF THIS NOTE, AND EACH HOLDER OF A BENEFICIAL INTEREST THEREIN, SHALL
BE DEEMED TO REPRESENT AND WARRANT THAT EITHER (I) SUCH HOLDER IS NOT (AND FOR
SO LONG AS IT HOLDS SUCH NOTE WILL NOT BE), IS NOT ACTING ON BEHALF OF (AND FOR
SO LONG AS IT HOLDS SUCH NOTE WILL NOT BE ACTING ON BEHALF OF), AND IS NOT
INVESTING THE ASSETS OF (A) AN "EMPLOYEE BENEFIT PLAN" (AS DEFINED IN SECTION
3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
("ERISA")) THAT IS SUBJECT TO TITLE I OF ERISA, (B) A "PLAN" (AS DEFINED IN
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"))
THAT IS SUBJECT TO SECTION 4975 OF THE CODE, (C) AN ENTITY WHOSE UNDERLYING ASSETS
ARE DEEMED TO BE PLAN ASSETS OF A PLAN DESCRIBED IN (A) OR (B) ABOVE OR (D) A
GOVERNMENTAL PLAN, CHURCH PLAN OR NON-U.S. PLAN THAT IS SUBJECT TO ANY
APPLICABLE LAW THAT IS SUBSTANTIALLY SIMILAR TO THE FIDUCIARY RESPONSIBILITY
PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) OR (II) ITS
ACQUISITION, CONTINUED HOLDING AND DISPOSITION OF THIS NOTE WILL NOT RESULT IN A
NON-EXEMPT PROHIBITED TRANSACTION UNDER ERISA OR SECTION 4975 OF THE CODE OR A
VIOLATION OF ANY SIMILAR LAW.

     

     

    
      
        	 
      	
                Exhibit
      A-1 (Page 1)

              	 
      


      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              REGISTERED

            	
              $                                                                

            
	
              No.
      R-                                                      

            	
              CUSIP
      NO.                                               

            


    

    


    GE
CAPITAL CREDIT CARD

    MASTER
NOTE TRUST SERIES 2011-1

     

    CLASS A
SERIES 2011-1 FLOATING RATE ASSET BACKED NOTE

     

    GE
Capital Credit Card Master Note Trust (herein referred to as the “Issuer” or the
“Trust”), a Delaware statutory trust governed by a Trust Agreement dated as of
September 25, 2003, for value received, hereby promises to pay to Cede &
Co., or registered assigns, subject to the following provisions, the principal
sum of                                   
DOLLARS, or such greater or lesser amount as determined in accordance with the
Indenture, on the January 2017 Payment Date, except as otherwise provided below
or in the Indenture.  The Issuer will pay interest on the unpaid
principal amount of this Note at the Class A Note Interest Rate on each Payment
Date until the Final Payment Date (which is the earlier to occur of (a) the
Payment Date on which the Note Principal Balance is paid in full, (b) the date
on which the Collateral Amount is reduced to zero and (c) the January 2017
Payment Date). Interest on this Note will accrue for each Payment Date from and
including the most recent Payment Date on which interest has been paid to but
excluding such Payment Date or, for the initial Payment Date, from and including
the Closing Date to but excluding such Payment Date.  Interest will be
computed on the basis of a 360-day year and the actual number of days
elapsed.  Principal of this Note shall be paid in the manner specified
in the Indenture Supplement referred to on the reverse hereof.

     

    The
principal of and interest on this Note are payable in such coin or currency of
the United States of America as at the time of payment is legal tender for
payment of public and private debts.

     

    Reference
is made to the further provisions of this Note set forth on the reverse hereof,
which shall have the same effect as though fully set forth on the face of this
Note.

     

    Unless
the certificate of authentication hereon has been executed by or on behalf of
the Indenture Trustee, by manual signature, this Note shall not be entitled to
any benefit under the Indenture or the Indenture Supplement referred to on the
reverse hereof, or be valid for any purpose.

     

     

    
      	 
      	
              Exhibit
      A-1 (Page 2)

            	 
      


    

    
 

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the Issuer has caused this Class A Note to be duly
executed.

     

    GE
CAPITAL CREDIT CARD MASTER NOTE TRUST, as Issuer

    


    By: BNY
MELLON TRUST OF DELAWARE,

    not in
its individual capacity but solely as

    Trustee
on behalf of Issuer

    


    


    By:                                                                         

    Name:

    Title:

    Dated:                                            ,           

     

    
      	 
      	
              Exhibit
      A-1 (Page 3)

            	 
      





    
      
         


      

      
         


        
          

        

      

      
         


      

    


    INDENTURE
TRUSTEE’S CERTIFICATE OF AUTHENTICATION

     

    This is
one of the Class A Notes described in the within-mentioned
Indenture.

     

    DEUTSCHE
BANK TRUST COMPANY AMERICAS, as Indenture Trustee

    


    


    By:                                                                         

            Authorized
Signatory

     

     

    
      	 
      	
              Exhibit
      A-1 (Page 4)

            	 
      





    
      
         


      

      
         


        
          

        

      

      
         


      

    


    GE
CAPITAL CREDIT CARD

    MASTER
NOTE TRUST SERIES 2011-1


     

    CLASS A
SERIES 2011-1 FLOATING RATE ASSET BACKED NOTE


     

    Summary
of Terms and Conditions

     

    This
Class A Note is one of a duly authorized issue of Notes of the Issuer,
designated as GE Capital Credit Card Master Note Trust, Series 2011-1 (the
“Series 2011-1
Notes”), issued under a Master Indenture dated as of September 25, 2003
(as amended, the “Master Indenture”),
between the Issuer and Deutsche Bank Trust Company Americas, as indenture
trustee (the “Indenture Trustee”),
as supplemented by the Indenture Supplement dated as of January 27, 2011 (the
“Indenture
Supplement”), and representing the right to receive certain payments from
the Issuer.  The term “Indenture,” unless the context otherwise
requires, refers to the Master Indenture as supplemented by the Indenture
Supplement.  The Notes are subject to all of the terms of the
Indenture.  All terms used in this Note that are defined in the
Indenture shall have the meanings assigned to them in or pursuant to the
Indenture.  In the event of any conflict or inconsistency between the
Indenture and this Note, the Indenture shall control.

     

    The Class
B Notes and the Class C Notes will also be issued under the
Indenture.

     

    The
Noteholder, by its acceptance of this Note, agrees that it will look solely to
the property of the Issuer allocated to the payment of this Note for payment
hereunder and that neither the Owner Trustee nor the Indenture Trustee is liable
to the Noteholders for any amount payable under the Notes or the Indenture or,
except in the case of the Indenture Trustee as expressly provided in the
Indenture, subject to any liability under the Indenture.

     

    This Note
does not purport to summarize the Indenture and reference is made to the
Indenture for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced thereby, and the rights, duties and immunities
of the Indenture Trustee.

     

    THIS
CLASS A NOTE DOES NOT REPRESENT AN OBLIGATION OF, OR AN INTEREST IN, THE ISSUER,
GE MONEY BANK, RFS HOLDING, L.L.C., OR ANY OF THEIR AFFILIATES, AND IS NOT
INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER
GOVERNMENTAL AGENCY OR INSTRUMENTALITY.

     

    The
Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture
Trustee shall treat the person in whose name this Class A Note is registered as
the owner hereof for all purposes, and neither the Issuer, the Indenture Trustee
nor any agent of the Issuer or the Indenture Trustee shall be affected by notice
to the contrary.

     

    THIS
CLASS A NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS,
RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE
WITH SUCH LAWS.

     

    
      	 
      	
              Exhibit
      A-1 (Page 5)

            	 
      


    

    
 

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    ASSIGNMENT

     

    Social
Security or other identifying number of assignee                              

     

    FOR VALUE
RECEIVED, the undersigned hereby sells, assigns and transfers unto                                  
(name and address of assignee) the within certificate and all rights thereunder,
and hereby irrevocably constitutes and appoints                             
attorney, to transfer said certificate on the books kept for registration
thereof, with full power of substitution in the premises.

     

    
      	
              Dated:

            	 
      	 
      	 
      	
              **

            
	 
      	 
      	 
      	
              Signature
      Guaranteed:

            	 
      


    

    


    

      


    
      **     
The signature to this assignment must correspond with the name of the
registered owner as it appears on the face of the within Note in every
particular, without alteration, enlargement or any change
whatsoever.

       

      
        	 
      	
                Exhibit
      A-1 (Page 6)

              	 
      


      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
A-2

    FORM OF
CLASS B SERIES 2011-1 FLOATING RATE ASSET BACKED NOTE

     

    


    UNLESS
THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED
IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC),
ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.

     

    THE
HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF COVENANTS AND AGREES THAT IT WILL
NOT AT ANY TIME DIRECTLY OR INDIRECTLY INSTITUTE OR CAUSE TO BE INSTITUTED
AGAINST THE ISSUER ANY BANKRUPTCY, REORGANIZATION, ARRANGEMENT, INSOLVENCY OR
LIQUIDATION PROCEEDING OR OTHER PROCEEDING UNDER ANY FEDERAL OR STATE BANKRUPTCY
LAW UNLESS NOTEHOLDERS OF NOT LESS THAN 662⁄3% OF THE OUTSTANDING PRINCIPAL AMOUNT
OF EACH CLASS OF EACH SERIES HAS APPROVED SUCH FILING AND IT WILL NOT DIRECTLY
OR INDIRECTLY INSTITUTE OR CAUSE TO BE INSTITUTED AGAINST THE TRANSFEROR ANY
BANKRUPTCY, REORGANIZATION, ARRANGEMENT, INSOLVENCY OR LIQUIDATION PROCEEDING OR
OTHER PROCEEDING UNDER ANY FEDERAL OR STATE BANKRUPTCY LAW IN ANY INSTANCE;
PROVIDED, THAT
THE FOREGOING SHALL NOT IN ANY WAY LIMIT THE NOTEHOLDER’S RIGHTS TO PURSUE ANY
OTHER CREDITOR RIGHTS OR REMEDIES THAT THE NOTEHOLDERS MAY HAVE FOR CLAIMS
AGAINST THE ISSUER.

     

    THE
HOLDER OF THIS CLASS B NOTE, BY ACCEPTANCE OF THIS NOTE, AND EACH HOLDER OF A
BENEFICIAL INTEREST THEREIN, AGREE TO TREAT THE CLASS B NOTES AS INDEBTEDNESS OF
THE ISSUER FOR APPLICABLE FEDERAL, STATE, AND LOCAL INCOME AND FRANCHISE TAX LAW
AND FOR PURPOSES OF ANY OTHER TAX IMPOSED ON, OR MEASURED BY,
INCOME.

     

    THE
HOLDER OF THIS NOTE BY ITS ACCEPTANCE OF THIS NOTE, AND EACH HOLDER OF A
BENEFICIAL INTEREST THEREIN, SHALL BE DEEMED TO REPRESENT AND WARRANT THAT
EITHER (I) SUCH HOLDER IS NOT (AND FOR SO LONG AS IT HOLDS SUCH NOTE WILL NOT
BE), IS NOT ACTING ON BEHALF OF (AND FOR SO LONG AS IT HOLDS SUCH NOTE WILL NOT
BE ACTING ON BEHALF OF), AND IS NOT INVESTING THE ASSETS OF (A) AN "EMPLOYEE
BENEFIT PLAN" (AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED (“ERISA:)) THAT IS SUBJECT TO TITLE I OF ERISA,
(B) A “PLAN: (AS DEFINED IN SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED (THE “CODE”)) THAT IS SUBJECT TO SECTION 4975 OF THE CODE, (C) AN
ENTITY WHOSE UNDERLYING ASSETS ARE DEEMED TO BE PLAN ASSETS OF A PLAN DESCRIBED
IN (A) OR (B) ABOVE OR (D) A GOVERNMENTAL PLAN, CHURCH PLAN OR NON-U.S. PLAN
THAT IS SUBJECT TO ANY APPLICABLE LAW THAT IS SUBSTANTIALLY SIMILAR TO THE
FIDUCIARY RESPONSIBILITY PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE
(“SIMILAR LAW”) OR (II) ITS ACQUISITION, CONTINUED HOLDING AND DISPOSITION OF
THIS NOTE WILL NOT RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER ERISA OR
SECTION 4975 OF THE CODE OR A VIOLATION OF ANY SIMILAR LAW.

     

    
      	 
      	
              Exhibit
      A-2 (Page 1)

            	 
      


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

     

    
      	
              REGISTERED

            	
              $                                                                

            
	
              No.
      R-                                                      

            	
              CUSIP
      NO.                                              

            


    

     

    GE
CAPITAL CREDIT CARD

    MASTER
NOTE TRUST SERIES 2011-1


     

    CLASS B
SERIES 2011-1 FLOATING RATE ASSET BACKED NOTE

     

    GE
Capital Credit Card Master Note Trust (herein referred to as the “Issuer” or the
“Trust”), a Delaware statutory trust governed by a Trust Agreement dated as of
September 25, 2003, for value received, hereby promises to pay to Cede &
Co., or registered assigns, subject to the following provisions, the principal
sum of                
DOLLARS, or such greater or lesser amount as determined in accordance with the
Indenture, on the January 2017 Payment Date, except as otherwise provided below
or in the Indenture.  The Issuer will pay interest on the unpaid
principal amount of this Note at the Class B Note Interest Rate on each Payment
Date until the Final Payment Date (which is the earlier to occur of (a) the
Payment Date on which the Note Principal Balance is paid in full, (b) the date
on which the Collateral Amount is reduced to zero and (c) the January 2017
Payment Date).  Interest on this Note will accrue for each Payment
Date from and including the most recent Payment Date on which interest has been
paid to but excluding such Payment Date or, for the initial Payment Date, from
and including the Closing Date to but excluding such Payment
Date.  Interest will be computed on the basis of a 360-day year and
the actual number of days elapsed.  Principal of this Note shall be
paid in the manner specified in the Indenture Supplement referred to on the
reverse hereof.

     

    The
principal of and interest on this Note are payable in such coin or currency of
the United States of America as at the time of payment is legal tender for
payment of public and private debts.

     

    Reference
is made to the further provisions of this Note set forth on the reverse hereof,
which shall have the same effect as though fully set forth on the face of this
Note.

     

    Unless
the certificate of authentication hereon has been executed by or on behalf of
the Indenture Trustee, by manual signature, this Note shall not be entitled to
any benefit under the Indenture or the Indenture Supplement referred to on the
reverse hereof, or be valid for any purpose.

     

    THIS
CLASS B NOTE IS SUBORDINATED TO THE EXTENT NECESSARY TO FUND PAYMENTS ON THE
CLASS A NOTES TO THE EXTENT SPECIFIED IN THE INDENTURE SUPPLEMENT.

     

    
      	 
      	
              Exhibit
      A-2 (Page 2)

            	 
      


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the Issuer has caused this Class B Note to be duly
executed.

     

    GE
CAPITAL CREDIT CARD MASTER NOTE TRUST, as Issuer

    


    
      	
               
      

            	
              By:
      BNY MELLON TRUST OF DELAWARE, not in its individual capacity but solely
      as

            


    

    
      	
               
      

            	
              Trustee
      on behalf of Issuer

            


    

    


    


     

    By:___________________________________

    Name:

    Title:

     

    Dated:                      ,           

     

    
      	 
      	
              Exhibit
      A-2 (Page 3)

            	 
      





    
      
         


      

      
         


        
          

        

      

      
         


      

    


    INDENTURE
TRUSTEE’S CERTIFICATE OF AUTHENTICATION

     

    This is
one of the Class B Notes described in the within-mentioned
Indenture.

     

    DEUTSCHE
BANK TRUST COMPANY AMERICAS, as Indenture Trustee

    


    


     

    By:_____________________________________________

    Name:

    Title:

     

     

    
      	 
      	
              Exhibit
      A-2 (Page 4)

            	 
      


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    GE
CAPITAL CREDIT CARD

    MASTER
NOTE TRUST SERIES 2011-1


     

    CLASS B
SERIES 2011-1 FLOATING RATE ASSET BACKED NOTE


     

    Summary
of Terms and Conditions

     

    This
Class B Note is one of a duly authorized issue of Notes of the Issuer,
designated as GE Capital Credit Card Master Note Trust, Series 2011-1 (the
“Series 2011-1
Notes”), issued under a Master Indenture dated as of September 25, 2003
(as amended, the “Master Indenture”),
between the Issuer and Deutsche Bank Trust Company Americas, as indenture
trustee (the “Indenture Trustee”),
as supplemented by the Indenture Supplement dated as of January 27, 2011 (the
“Indenture
Supplement”), and representing the right to receive certain payments from
the Issuer.  The term “Indenture,” unless the context otherwise
requires, refers to the Master Indenture as supplemented by the Indenture
Supplement.  The Notes are subject to all of the terms of the
Indenture.  All terms used in this Note that are defined in the
Indenture shall have the meanings assigned to them in or pursuant to the
Indenture.  In the event of any conflict or inconsistency between the
Indenture and this Note, the Indenture shall control.

     

    The Class
A Notes and the Class C Notes will also be issued under the
Indenture.

     

    The
Noteholder, by its acceptance of this Note, agrees that it will look solely to
the property of the Issuer allocated to the payment of this Note for payment
hereunder and that neither the Owner Trustee nor the Indenture Trustee is liable
to the Noteholders for any amount payable under the Notes or the Indenture or,
except in the case of the Indenture Trustee as expressly provided in the
Indenture, subject to any liability under the Indenture.

     

    This Note
does not purport to summarize the Indenture and reference is made to the
Indenture for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced thereby, and the rights, duties and immunities
of the Indenture Trustee.

     

    THIS
CLASS B NOTE DOES NOT REPRESENT AN OBLIGATION OF, OR AN INTEREST IN, THE ISSUER,
GE MONEY BANK, RFS HOLDING, L.L.C., OR ANY OF THEIR AFFILIATES, AND IS NOT
INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER
GOVERNMENTAL AGENCY OR INSTRUMENTALITY.

     

    The
Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture
Trustee shall treat the person in whose name this Class B Note is registered as
the owner hereof for all purposes, and neither the Issuer, the Indenture Trustee
nor any agent of the Issuer or the Indenture Trustee shall be affected by notice
to the contrary.

     

    THIS
CLASS B NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS,
RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE
WITH SUCH LAWS.

     

    
      	 
      	
              Exhibit
      A-2 (Page 5)

            	 
      


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    ASSIGNMENT

     

    Social
Security or other identifying number of assignee                              

     

    FOR VALUE
RECEIVED, the undersigned hereby sells, assigns and transfers unto                                  
(name and address of assignee) the within certificate and all rights thereunder,
and hereby irrevocably constitutes and appoints                             
attorney, to transfer said certificate on the books kept for registration
thereof, with full power of substitution in the premises.

     

    
      
        
          	
                  Dated:

                	 
      	 
      	 
      	
                  **

                
	 
      	 
      	 
      	
                  Signature
      Guaranteed:

                	 
      


        

      

    

    


    

      

    

    
      **     
The signature to this assignment must correspond with the name of the
registered owner as it appears on the face of the within Note in every
particular, without alteration, enlargement or any change
whatsoever.

       

      
        	 
      	
                Exhibit
      A-2 (Page 6)

              	 
      


      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
A-3

    FORM OF
CLASS C SERIES 2011-1 FLOATING RATE ASSET BACKED NOTE

     

    UNLESS
THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED
IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC),
ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.

     

    THIS NOTE
HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD,
PLEDGED OR OTHERWISE TRANSFERRED EXCEPT AS SET FORTH IN THE NEXT
SENTENCE.  BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST
HEREIN, THE HOLDER OF THIS NOTE:

     

    
      	
               
      

            	
              (1)  AGREES
      FOR THE BENEFIT OF THE ISSUER AND THE TRANSFEROR THAT THIS NOTE MAY BE
      SOLD, TRANSFERRED, ASSIGNED, PARTICIPATED, PLEDGED OR OTHERWISE DISPOSED
      OF ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS,
      AND ONLY (I) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)
      TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED
      INSTITUTIONAL BUYER, WITHIN THE MEANING OF RULE l44A (A “QIB”), PURCHASING
      FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS
      INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE, OR OTHER
      TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, OR (II) TO THE DEPOSITOR
      OR ITS AFFILIATES, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE
      SECURITIES LAWS OF THE UNITED STATES;
AND

            


    

     

    
      	
               
      

            	
              (2)  AGREES
      THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS NOTE OR AN INTEREST
      HEREIN IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS
      LEGEND.

            


    

     

    THE
HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF COVENANTS AND AGREES THAT IT WILL
NOT AT ANY TIME DIRECTLY OR INDIRECTLY INSTITUTE OR CAUSE TO BE INSTITUTED
AGAINST THE ISSUER ANY BANKRUPTCY, REORGANIZATION, ARRANGEMENT, INSOLVENCY OR
LIQUIDATION PROCEEDING OR OTHER PROCEEDING UNDER ANY FEDERAL OR STATE BANKRUPTCY
LAW UNLESS NOTEHOLDERS OF NOT LESS THAN 662⁄3% OF THE OUTSTANDING PRINCIPAL AMOUNT
OF EACH CLASS OF EACH SERIES HAS APPROVED SUCH FILING AND IT WILL NOT DIRECTLY
OR INDIRECTLY INSTITUTE OR CAUSE TO BE INSTITUTED AGAINST THE TRANSFEROR ANY
BANKRUPTCY, REORGANIZATION, ARRANGEMENT, INSOLVENCY OR LIQUIDATION PROCEEDING OR
OTHER PROCEEDING UNDER ANY FEDERAL OR STATE BANKRUPTCY LAW IN ANY INSTANCE;
PROVIDED, THAT
THE FOREGOING SHALL NOT IN ANY WAY LIMIT THE NOTEHOLDER’S RIGHTS TO PURSUE ANY
OTHER CREDITOR RIGHTS OR REMEDIES THAT THE NOTEHOLDERS MAY HAVE FOR CLAIMS
AGAINST THE ISSUER.

     

    THE
HOLDER OF THIS CLASS C NOTE, BY ACCEPTANCE OF THIS NOTE, AND EACH HOLDER OF A
BENEFICIAL INTEREST THEREIN, AGREE TO TREAT THE CLASS C NOTES AS INDEBTEDNESS OF
THE ISSUER FOR APPLICABLE FEDERAL, STATE, AND LOCAL INCOME AND FRANCHISE TAX LAW
AND FOR PURPOSES OF ANY OTHER TAX IMPOSED ON, OR MEASURED BY,
INCOME.

     

    THE
HOLDER OF THIS NOTE BY ITS ACCEPTANCE OF THIS NOTE, AND EACH HOLDER OF A
BENEFICIAL INTEREST THEREIN, SHALL BE DEEMED TO REPRESENT AND WARRANT THAT
EITHER (I) SUCH HOLDER IS NOT (AND FOR SO LONG AS IT HOLDS SUCH NOTE WILL NOT
BE), IS NOT ACTING ON BEHALF OF (AND FOR SO LONG AS IT HOLDS SUCH NOTE WILL NOT
BE ACTING ON BEHALF OF), AND IS NOT INVESTING THE ASSETS OF (A) AN “EMPLOYEE
BENEFIT PLAN” (AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED (“ERISA”)) THAT IS SUBJECT TO TITLE I OF ERISA,
(B) A “PLAN” (AS DEFINED IN SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED (THE “CODE”)) THAT IS SUBJECT TO SECTION 4975 OF THE CODE, (C) AN
ENTITY WHOSE UNDERLYING ASSETS ARE DEEMED TO BE PLAN ASSETS OF A PLAN DESCRIBED
IN (A) OR (B) ABOVE OR (D) A GOVERNMENTAL PLAN, CHURCH PLAN OR NON-U.S. PLAN
THAT IS SUBJECT TO ANY APPLICABLE LAW THAT IS SUBSTANTIALLY SIMILAR TO THE
FIDUCIARY RESPONSIBILITY PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE
(“SIMILAR LAW”) OR (II) ITS ACQUISITION, CONTINUED HOLDING AND DISPOSITION OF
THIS NOTE WILL NOT RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER ERISA OR
SECTION 4975 OF THE CODE OR A VIOLATION OF ANY SIMILAR LAW.

     

    
      	 
      	
              Exhibit
      A-3 (Page 1)

            	 
      


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	
              REGISTERED

            	
              $                                                                

            
	
              No.
      R-                                                      

            	
              CUSIP
      NO.                                              

            


    

    
 

    GE
CAPITAL CREDIT CARD

    MASTER
NOTE TRUST SERIES 2011-1

     

    CLASS C
SERIES 2011-1 FLOATING RATE ASSET BACKED NOTE

     

    GE
Capital Credit Card Master Note Trust (herein referred to as the “Issuer” or the “Trust”), a Delaware
statutory trust governed by a Trust Agreement dated as of September 25, 2003,
for value received, hereby promises to pay to Cede & Co., or registered
assigns, subject to the following provisions, the principal sum of                   
DOLLARS, or such greater or lesser amount as determined in accordance with the
Indenture, on the January 2017 Payment Date, except as otherwise provided below
or in the Indenture.  The Issuer will pay interest on the unpaid
principal amount of this Note at the Class C Note Interest Rate on each Payment
Date until the Final Payment Date (which is the earlier to occur of (a) the
Payment Date on which the Note Principal Balance is paid in full, (b) the date
on which the Collateral Amount is reduced to zero and (c) the January 2017
Payment Date).  Interest on this Note will accrue for each Payment
Date from and including the most recent Payment Date on which interest has been
paid to but excluding such Payment Date or, for the initial Payment Date, from
and including the Closing Date to but excluding such Payment
Date.  Interest will be computed on the basis of a 360-day year and
the actual number of days elapsed.  Principal of this Note shall be
paid in the manner specified in the Indenture Supplement referred to on the
reverse hereof.

     

    The
principal of and interest on this Note are payable in such coin or currency of
the United States of America as at the time of payment is legal tender for
payment of public and private debts.

     

    Reference
is made to the further provisions of this Note set forth on the reverse hereof,
which shall have the same effect as though fully set forth on the face of this
Note.

     

    Unless
the certificate of authentication hereon has been executed by or on behalf of
the Indenture Trustee, by manual signature, this Note shall not be entitled to
any benefit under the Indenture or the Indenture Supplement referred to on the
reverse hereof, or be valid for any purpose.

     

    THIS
CLASS C NOTE IS SUBORDINATED TO THE EXTENT NECESSARY TO FUND PAYMENTS ON THE
CLASS A AND CLASS B NOTES TO THE EXTENT SPECIFIED IN THE INDENTURE
SUPPLEMENT.

     

    
      	 
      	
              Exhibit
      A-3 (Page 2)

            	 
      


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the Issuer has caused this Class C Note to be duly
executed.

     

    GE
CAPITAL CREDIT CARD MASTER NOTE TRUST, as Issuer

    


    


    By:    BNY
MELLON TRUST OF DELAWARE

    not in its individual capacity but
solely as

    Trustee on behalf of
Issuer

    


    


    By:                                                                         

    Name:

    Title:

    Dated:                                ,           

     

    
      	 
      	
              Exhibit
      A-3 (Page 3)

            	 
      


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    INDENTURE
TRUSTEE’S CERTIFICATE OF AUTHENTICATION

     

    This is
one of the Class C Notes described in the within-mentioned
Indenture.

     

    DEUTSCHE
BANK TRUST COMPANY 
AMERICAS, as Indenture Trustee

    


    
      
        	
                 
      

              	
                By:

              	 


      

    

    
      	
               
      

            	
              Authorized
      Signatory

            


    

     

    

      	 
      	
              Exhibit
      A-3 (Page 4)

            	 
      


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    GE
CAPITAL CREDIT CARD

    MASTER
NOTE TRUST SERIES 2011-1

     

    CLASS C
SERIES 2011-1 FLOATING RATE ASSET BACKED NOTE

     

    Summary
of Terms and Conditions

     

    This
Class C Note is one of a duly authorized issue of Notes of the Issuer,
designated as GE Capital Credit Card Master Note Trust, Series 2011-1 (the
“Series 2011-1
Notes”), issued under a Master Indenture dated as of September 25, 2003
(as amended, the “Master Indenture”),
between the Issuer and Deutsche Bank Trust Company Americas, as indenture
trustee (the “Indenture Trustee”),
as supplemented by the Indenture Supplement dated as of January 27, 2011 (the
“Indenture
Supplement”), and representing the right to receive certain payments from
the Issuer.  The term “Indenture,” unless the context otherwise
requires, refers to the Master Indenture as supplemented by the Indenture
Supplement.  The Notes are subject to all of the terms of the
Indenture.  All terms used in this Note that are defined in the
Indenture shall have the meanings assigned to them in or pursuant to the
Indenture.  In the event of any conflict or inconsistency between the
Indenture and this Note, the Indenture shall control.

     

    The Class
A Notes and the Class B Notes will also be issued under the
Indenture.

     

    The
Noteholder, by its acceptance of this Note, agrees that it will look solely to
the property of the Issuer allocated to the payment of this Note for payment
hereunder and that neither the Owner Trustee nor the Indenture Trustee is liable
to the Noteholders for any amount payable under the Notes or the Indenture or,
except in the case of the Indenture Trustee as expressly provided in the
Indenture, subject to any liability under the Indenture.

     

    This Note
does not purport to summarize the Indenture and reference is made to the
Indenture for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced thereby, and the rights, duties and immunities
of the Indenture Trustee.

     

    THIS
CLASS C NOTE DOES NOT REPRESENT AN OBLIGATION OF, OR AN INTEREST IN, THE ISSUER,
GE MONEY BANK, RFS HOLDING, L.L.C., OR ANY OF THEIR AFFILIATES, AND IS NOT
INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER
GOVERNMENTAL AGENCY OR INSTRUMENTALITY.

     

    The
Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture
Trustee shall treat the person in whose name this Class C Note is registered as
the owner hereof for all purposes, and neither the Issuer, the Indenture Trustee
nor any agent of the Issuer or the Indenture Trustee shall be affected by notice
to the contrary.

     

    THIS
CLASS C NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS,
RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE
WITH SUCH LAWS.

     

    
      	 
      	
              Exhibit
      A-3 (Page 5)

            	 
      


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    ASSIGNMENT

     

    Social
Security or other identifying number of assignee                              

     

    FOR VALUE
RECEIVED, the undersigned hereby sells, assigns and transfers unto                                  
(name and address of assignee) the within certificate and all rights thereunder,
and hereby irrevocably constitutes and appoints                             
attorney, to transfer said certificate on the books kept for registration
thereof, with full power of substitution in the premises.

     

    
      
        	
                Dated:

              	 
      	 
      	 
      	
                **

              
	 
      	 
      	 
      	
                Signature
      Guaranteed:

              	 
      


      

    

    

      

    

    
      **     
The signature to this assignment must correspond with the name of the
registered owner as it appears on the face of the within Note in every
particular, without alteration, enlargement or any change
whatsoever.

    

     

    
      	 
      	
              Exhibit
      A-3 (Page 6)

            	 
      


    

    
 

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
B

     

    FORM OF
MONTHLY NOTEHOLDER’S STATEMENT

     

     

    Monthly
Noteholder’s Statement

     

    GE
Capital Credit Card Master Note Trust

     

    Series
2011-1

     

    Class A
LIBOR + 0.55% Notes

    Class B
LIBOR + 1.05% Notes

    Class C
LIBOR + 2.10% Notes

    


    Pursuant
to the Master Indenture, dated as of September 25, 2003 (as amended and
supplemented, the "Indenture")
between GE Capital Credit Card Master Note Trust (the "Issuer")
and Deutsche Bank Trust Company Americas, as indenture trustee (the "Indenture
Trustee"), as supplemented by the Series 2011-1 Indenture Supplement (the
"Indenture
Supplement"), dated as of January 27, 2011, between the Issuer and the
Indenture Trustee, the Issuer is required to prepare, or cause the Servicer to
prepare, certain information each month regarding current distributions to the
Series 2011-1 Noteholders and the performance of the Trust during the previous
month.  The information required to be prepared with respect to the
Payment Date of [  l  ],
20[  l  ], and with
respect to the performance of the Trust during the Monthly Period ended
[  l  ],
20[  l  ] is set
forth below.  Capitalized terms used herein are defined in the
Indenture and the Indenture Supplement. The Discount Percentage (as defined in
the Transfer Agreement) remains at 0% for all the Receivables in the Trust until
otherwise indicated.  The undersigned, an Authorized Officer of the
Servicer, does hereby certify as follows:

     

    


     

    
      	
              Record
      Date:

            	
              [  l  ],
      20[  l  ]

            
	
              Monthly
      Period Beginning:

            	
              [  l  ],
      20[  l  ]

            
	
              Monthly
      Period Ending:

            	
              [  l  ],
      20[  l  ]

            
	
              Previous
      Payment Date:

            	
              [  l  ],
      20[  l  ]

            
	
              Payment
      Date:

            	
              [  l  ],
      20[  l  ]

            
	
              Interest
      Period Beginning:

            	
              [  l  ],
      20[  l  ]

            
	
              Interest
      Period Ending:

            	
              [  l  ],
      20[  l  ]

            
	
              Days
      in Monthly Period:

            	
              [  l  ]

            
	
              Days
      in Interest Period:

            	
              [  l  ]

            
	
              Is
      there a Reset Date?

            	
              [No][Yes]

            


    

    


    
      
        
          	
                  I.

                	
                  Trust
      Receivables Information

                
	 
      	
                  a.

                	
                  Number
      of Accounts Beginning

                
	 
      	
                  b.

                	
                  Number
      of Accounts Ending

                
	 
      	
                  c.

                	
                  Average
      Account Balance (q / b)

                
	 
      	
                  d.

                	
                  BOP
      Principal Receivables

                
	 
      	
                  e.

                	
                  BOP
      Finance Charge Receivables

                
	 	 	 


        

         

        
          	 
      	
                  Exhibit B
      (Page 1)

                	 
      


        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        
          
            
              	 
      	
                      f.

                    	
                      BOP
      Total Receivables

                    
	 
      	
                      g.

                    	
                      Increase
      in Principal Receivables from Additional Accounts

                    
	 
      	
                      h.

                    	
                      Increase
      in Principal Activity on Existing Securitized Accounts

                    
	 
      	
                      i.

                    	
                      Increase
      in Finance Charge Receivables from Additional Accounts

                    
	 
      	
                      j.

                    	
                      Increase
      in Finance Charge Activity on Existing Securitized
  Accounts

                    
	 
      	
                      k.

                    	
                      Increase
      in Total Receivables

                    
	 
      	
                      l.

                    	
                      Decrease
      in Principal Receivables due to Account Removal

                    
	 
      	
                      m.

                    	
                      Decrease
      in Principal Activity on Existing Securitized Accounts

                    
	 
      	
                      n.

                    	
                      Decrease
      in Finance Charge Receivables due to Account Removal

                    
	 
      	
                      o.

                    	
                      Decrease
      in Finance Charge Activity on Existing Securitized
  Accounts

                    
	 
      	
                      p.

                    	
                      Decrease
      in Total Receivables

                    
	 
      	
                      q.

                    	
                      EOP
      Aggregate Principal Receivables

                    
	 
      	
                      r.

                    	
                      EOP
      Finance Charge Receivables

                    
	 
      	
                      s.

                    	
                      EOP
      Total Receivables

                    
	 
      	
                      t.

                    	
                      Excess
      Funding Account Balance

                    
	 
      	
                      u.

                    	
                      Required
      Principal Balance

                    
	 
      	
                      v.

                    	
                      Minimum
      Free Equity Amount (EOP Aggregate Principal Receivables *
      4.0%)

                    
	 
      	
                      w.

                    	
                      Free
      Equity Amount (EOP Principal Receivables - EOP Collateral Amount
      (II.c.ii+II.a.ii+II.b.iii))

                    
	 	 
	
                      II.

                    	
                      Investor
      Information (Trust Level)

                    
	 
      	
                      a.

                    	
                      Note
      Principal Balance (Sum of all Series)

                    
	 
      	 
      	
                      i.

                    	
                      Beginning
      of Interest Period

                    
	 
      	 
      	
                      ii.

                    	
                      Increase
      in Note Principal Balance due to New Issuance

                    
	 
      	 
      	
                      iii.

                    	
                      Decrease
      in Note Principal Balance due to Principal Paid

                    
	 
      	 
      	
                      iv.

                    	
                      As
      of Payment Date

                    
	 
      	
                      b.

                    	
                      Excess
      Collateral Amount (Sum of all Series)

                    
	 
      	 
      	
                      i.

                    	
                      Beginning
      of Interest Period

                    
	 
      	 
      	
                      ii.

                    	
                      Additional
      Enhancement Amount

                    
	 
      	 
      	
                      iii.

                    	
                      Increase
      in Excess Collateral Amount due to New Issuance

                    
	 
      	 
      	
                      iv.

                    	
                      Reductions
      in Required Excess Collateral Amount

                    
	 
      	 
      	
                      v.

                    	
                      Increase
      in Unreimbursed Investor Charge-Off

                    
	 
      	 
      	
                      vi.

                    	
                      Decrease
      in Unreimbursed Investor Charge-Off

                    
	 
      	 
      	
                      vii.

                    	
                      Increase
      in Unreimbursed Reallocated Principal Collections

                    
	 
      	 
      	
                      viii.

                    	
                      Decrease
      in Unreimbursed Reallocated Principal Collections

                    
	 
      	 
      	
                      ix.

                    	
                      As
      of Payment Date

                    
	 	 	 	 


            

          

           

          
            
              	 
      	
                      Exhibit B
      (Page 2)

                    	 
      


            

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

          

           

           

          
            
              	 
      	
                      c.

                    	
                      Collateral
      Amount (Sum of all Series)

                    
	 
      	 
      	
                      i.

                    	
                      End
      of Prior Monthly Period

                    
	 
      	 
      	
                      ii.

                    	
                      Beginning
      of Interest Period (a.i + b.i)

                    
	 	 
	
                      III.

                    	
                      Trust
      Performance Data (Monthly Period)

                    
	 
      	
                      a.

                    	
                      Gross
      Trust Yield (Finance Charge Collections + Recoveries / BOP Principal
      Receivables)

                    
	 
      	 
      	
                      i.

                    	
                      Current

                    
	 
      	 
      	
                      ii.

                    	
                      Prior
      Monthly Period

                    
	 
      	 
      	
                      iii.

                    	
                      Two
      Months Prior Monthly Period

                    
	 
      	 
      	
                      iv.

                    	
                      Three-Month
      Average

                    
	 
      	
                      b.

                    	
                      Payment
      Rate (Principal Collections / BOP Principal
Receivables)

                    
	 
      	 
      	
                      i.

                    	
                      Current

                    
	 
      	 
      	
                      ii.

                    	
                      Prior
      Monthly Period

                    
	 
      	 
      	
                      iii.

                    	
                      Two
      Months Prior Monthly Period

                    
	 
      	 
      	
                      iv.

                    	
                      Three-Month
      Average

                    
	 
      	
                      c.

                    	
                      Gross
      Charge-Off Rate excluding Fraud (Default Amount for Defaulted Accounts –
      Fraud Amount / BOP Principal Receivables)

                    
	 
      	 
      	
                      i.

                    	
                      Current

                    
	 
      	 
      	
                      ii.

                    	
                      Prior
      Monthly Period

                    
	 
      	 
      	
                      iii.

                    	
                      Two
      Months Prior Monthly Period

                    
	 
      	 
      	
                      iv.

                    	
                      Three-Month
      Average

                    
	 
      	
                      d.

                    	
                      Charge-Off
      Rate (Default Amount for Defaulted Accounts / BOP Principal
      Receivables)

                    
	 
      	
                      e.

                    	
                      Net
      Charge-Off Rate excluding Fraud (Default Amount for Defaulted Accounts –
      Recoveries – Fraud Amount / BOP Principal Receivables

                    
	 
      	 
      	
                      i.

                    	
                      Current

                    
	 
      	 
      	
                      ii.

                    	
                      Prior
      Monthly Period

                    
	 
      	 
      	
                      iii.

                    	
                      Two
      Months Prior Monthly Period

                    
	 
      	 
      	
                      iv.

                    	
                      Three-Month
      Average

                    
	 
      	
                      f.

                    	
                      Net
      Charge-Off Rate (Default Amount for Defaulted Accounts – Recoveries / BOP
      Principal Receivables)

                    
	 
      	
                      g.

                    	
                      Default
      Amount for Defaulted Accounts

                    
	 
      	
                      h.

                    	
                      Recoveries

                    
	 
      	
                      i.

                    	
                      Collections

                    
	 
      	 
      	
                      i.

                    	
                      Total
      Trust Finance Charge Collections

                    
	 
      	 
      	
                      ii.

                    	
                      Total
      Trust Principal Collections

                    
	 
      	 
      	
                      iii.

                    	
                      Total
      Trust
Collections

                    


            

          

        

      

    

     

    
      
        	 
      	
                Exhibit B
      (Page 3)

              	 
      


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    
      
        
          
            
              	 
      	
                      j.

                    	
                      Delinquency
      Data                                        
      Percentage                      Amount

                    
	 
      	 
      	
                      i.

                    	
                      1-29
      Days Delinquent

                    
	 
      	 
      	
                      ii.

                    	
                      30-59
      Days Delinquent

                    
	 
      	 
      	
                      iii.

                    	
                      60-89
      Days Delinquent

                    
	 
      	 
      	
                      iv.

                    	
                      90-119
      Days Delinquent

                    
	 
      	 
      	
                      v.

                    	
                      120-149
      Days Delinquent

                    
	 
      	 
      	
                      vi.

                    	
                      150
      or Greater Days Delinquent

                    
	 	 
	
                      IV.

                    	
                      Series
      Performance Data

                    
	 
      	
                      a.

                    	
                      Portfolio
      Yield (Finance Charge Collections + Recoveries – Aggregate Investor
      Default Amount + PAA Inv Proceeds / BOP Collateral)

                    
	 
      	 
      	
                      i.

                    	
                      Current

                    
	 
      	 
      	
                      ii.

                    	
                      Prior
      Monthly Period

                    
	 
      	 
      	
                      iii.

                    	
                      Two
      Months Prior Monthly Period

                    
	 
      	 
      	
                      iv.

                    	
                      Three-Month
      Average

                    
	 
      	
                      b.

                    	
                      Base
      Rate (Noteholder Servicing Fee + Admin Fee + Monthly Interest / BOP
      Collateral)

                    
	 
      	 
      	
                      i.

                    	
                      Current

                    
	 
      	 
      	
                      ii.

                    	
                      Prior
      Monthly Period

                    
	 
      	 
      	
                      iii.

                    	
                      Two
      Months Prior Monthly Period

                    
	 
      	 
      	
                      iv.

                    	
                      Three-Month
      Average

                    
	 
      	
                      c.

                    	
                      Excess
      Spread Percentage (Portfolio Yield – Base Rate)

                    
	 
      	 
      	
                      i.

                    	
                      Current

                    
	 
      	 
      	
                      ii.

                    	
                      Prior
      Monthly Period

                    
	 
      	 
      	
                      iii.

                    	
                      Two
      Months Prior Monthly Period

                    
	 
      	 
      	
                      iv.

                    	
                      Quarterly
      Excess Spread Percentage

                    
	 	 
	
                      V.

                    	
                      Investor
      Information Regarding Distributions to Noteholders

                    
	 
      	
                      a.

                    	
                      The
      total amount of the distribution to Class A Noteholders per $1000 Note
      Initial Principal Balance.

                    
	 
      	
                      b.

                    	
                      The
      amount of the distribution set forth in paragraph a. above in respect of
      interest on the Class A Notes, per $1000 Note Initial Principal
      Balance.

                    
	 
      	
                      c.

                    	
                      The
      amount of the distribution set forth in paragraph a. above in respect of
      principal on the Class A Notes, per $1000 Note Initial Principal
      Balance.

                    
	 
      	
                      d.

                    	
                      The
      total amount of the distribution to Class B Noteholders per $1000 Note
      Initial Principal Balance.

                    
	 
      	
                      e.

                    	
                      The
      amount of the distribution set forth in paragraph d. above in respect of
      interest on the Class B Notes, per $1000 Note Initial Principal
      Balance.

                    
	 	 	 


            

          

        

         

        
          
            	 
      	
                    Exhibit B
      (Page 4)

                  	 
      


          

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

         

        
          
            
              
                
                  
                    	 	 	 
	 
      	
                            f.

                          	
                            The
      amount of the distribution set forth in paragraph d. above in respect of
      principal on the Class B Notes, per $1000 Note Initial Principal
      Balance.

                          
	 
      	
                            g.

                          	
                            The
      total amount of the distribution to Class C Noteholders per $1000 Note
      Initial Principal Balance.

                          
	 
      	
                            h.

                          	
                            The
      amount of the distribution set forth in paragraph g. above in respect of
      interest on the Class C Notes, per $1000 Note Initial Principal
      Balance.

                          
	 
      	
                            i.

                          	
                            The
      amount of the distribution set forth in paragraph g. above in respect of
      principal on the Class C Notes, per $1000 Note Initial Principal
      Balance.

                          
	 	 
	
                            VI.

                          	
                            Investor
      Information

                          
	 
      	
                            a.

                          	
                            Class
      A Note Initial Principal Balance

                          
	 
      	
                            b.

                          	
                            Class
      B Note Initial Principal Balance

                          
	 
      	
                            c.

                          	
                            Class
      C Note Initial Principal Balance

                          
	 
      	
                            d.

                          	
                            Initial
      Excess Collateral Amount

                          
	 
      	
                            e.

                          	
                            Initial
      Collateral Amount

                          
	 
      	
                            f.

                          	
                            Class
      A Note Principal Balance

                          
	 
      	 
      	
                            i.

                          	
                            Beginning
      of Interest Period

                          
	 
      	 
      	
                            ii.

                          	
                            Principal
      Payment

                          
	 
      	 
      	
                            iii.

                          	
                            As
      of Payment Date

                          
	 
      	
                            g.

                          	
                            Class
      B Note Principal Balance

                          
	 
      	 
      	
                            i.

                          	
                            Beginning
      of Interest Period

                          
	 
      	 
      	
                            ii.

                          	
                            Principal
      Payment

                          
	 
      	 
      	
                            iii.

                          	
                            As
      of Payment Date

                          
	 
      	
                            h.

                          	
                            Class
      C Note Principal Balance

                          
	 
      	 
      	
                            i.

                          	
                            Beginning
      of Interest Period

                          
	 
      	 
      	
                            ii.

                          	
                            Principal
      Payment

                          
	 
      	 
      	
                            iii.

                          	
                            As
      of Payment Date

                          
	 	
                            i.

                          	
                            Excess
      Collateral Amount

                          
	 
      	 
      	
                            i.

                          	
                            Beginning
      of Interest Period

                          
	 
      	 
      	
                            ii.

                          	
                            Reduction
      in Excess Collateral Amount

                          
	 
      	 
      	
                            iii.

                          	
                            As
      of Payment Date

                          
	 
      	
                            j.

                          	
                            Collateral
      Amount

                          
	 
      	 
      	
                            i.

                          	
                            Beginning
      of Interest Period

                          
	 
      	 
      	
                            ii.

                          	
                            Increase/Decrease
      in Unreimbursed Investor Charge-Offs

                          
	 
      	 
      	
                            iii.

                          	
                            Increase/Decrease
      in Reallocated Principal Collections

                          
	 
      	 
      	
                            iv.

                          	
                            Reduction
      in Excess Collateral Amount

                          
	 
      	 
      	
                            v.

                          	
                            Principal
      Accumulation Account Deposit

                          
	 
      	 
      	
                            vi.

                          	
                            As
      of Payment Date

                          
	 	 	 	 


                  

                

                 

                
                  
                    
                      	 
      	
                              Exhibit B
      (Page 5)

                            	 
      


                    

                     

                    
                      
                        
                        

                      

                      
                        
                        

                        
                          

                        

                      

                      
                        
                        

                      

                    

                  

                

                 

                
                  
                    
                      
                        
                          	 	 	 	 
	 
      	 
      	
                                  vii.

                                	
                                  Collateral
      Amount as a Percentage of Note Trust Principal Balance

                                
	 
      	 
      	
                                  viii.

                                	
                                  Amount
      by which Note Principal Balance exceeds Collateral
  Amount

                                
	 
      	
                                  k.

                                	
                                  Required
      Excess Collateral Amount

                                
	 	 
	
                                  VII.

                                	
                                  Investor
      Charge-Offs and Reallocated Principal Collections

                                
	 
      	
                                  (Section
      references relate to Indenture Supplement)

                                
	 
      	
                                  a.

                                	
                                  Beginning
      Unreimbursed Investor Charge-Offs

                                
	 
      	
                                  b.

                                	
                                  Current
      Unreimbursed Investor Defaults

                                
	 
      	
                                  c.

                                	
                                  Current
      Unreimbursed Investor Uncovered Dilution Amount

                                
	 
      	
                                  d.

                                	
                                  Current
      Reimbursement of Investor Charge-Offs pursuant to Section
      4.4(a)(vii)

                                
	 
      	
                                  e.

                                	
                                  Ending
      Unreimbursed Investor Charge-Offs

                                
	 
      	
                                  f.

                                	
                                  Beginning
      Unreimbursed Reallocated Principal Collections

                                
	 
      	
                                  g.

                                	
                                  Current
      Reallocated Principal Collections pursuant to Section
  4.7

                                
	 
      	
                                  h.

                                	
                                  Current
      Reimbursement of Reallocated Principal Collections pursuant to Section
      4.4(a)(vii)

                                
	 
      	
                                  i.

                                	
                                  Ending
      Unreimbursed Reallocated Principal Collections

                                
	 	 
	
                                  VIII.

                                	
                                  Investor
      Percentages –BOP Balance and Series Account Information

                                
	 
      	
                                  a.

                                	
                                  Allocation
      Percentage Numerator – for Finance Charge Collections and Default
      Amounts

                                
	 
      	
                                  b.

                                	
                                  Allocation
      Percentage Numerator – for Principal Collections

                                
	 
      	
                                  c.

                                	
                                  Allocation
      Percentage Denominator

                                
	 
      	 
      	
                                  i.

                                	
                                  Aggregate
      Principal Receivables Balance as of Prior Monthly
Period

                                
	 
      	 
      	
                                  ii.

                                	
                                  Number
      of Days at Balance

                                
	 
      	 
      	
                                  iii.

                                	
                                  Average
      Principal Balance

                                
	 
      	
                                  d.

                                	
                                  Sum
      of Allocation Percentage Numerators for all outstanding Series with
      respect to Finance Charge Collections and Default
  Amounts

                                
	 
      	
                                  e.

                                	
                                  Sum
      of Allocation Percentage Numerators for all outstanding Series with
      respect to Principal Collections

                                
	 
      	
                                  f.

                                	
                                  Allocation
      Percentage, Finance Charge Collections and Default Amount (a./greater of
      c.iii. or d.)

                                
	 
      	
                                  g.

                                	
                                  Allocation
      Percentage, Principal Collections (b./ greater of c.iii. or
      e.)

                                
	 
      	
                                  h.

                                	
                                  Series
      Allocation Percentage

                                
	 	 
	
                                  IX.

                                	
                                  Collections and
      Allocations                                        Trust                      
      60;       Series

                                
	 
      	
                                  a.

                                	
                                  Finance
      Charge Collections

                                
	 	 	 


                        

                      

                    

                  

                   

                  
                     

                    
                      
                        	 
      	
                                Exhibit B
      (Page 6)

                              	 
      


                      

                       

                      
                        
                          
                          

                        

                        
                          
                          

                          
                            

                          

                        

                        
                          
                          

                        

                      

                    

                  

                   

                  
                    
                      
                        	 	 	 
	 
      	
                                b.

                              	
                                Recoveries

                              
	 
      	
                                c.

                              	
                                Principal
      Collections

                              
	 
      	
                                d.

                              	
                                Default
      Amount

                              
	 
      	
                                e.

                              	
                                Dilution

                              
	 
      	
                                f.

                              	
                                Investor
      Uncovered Dilution Amount

                              
	 
      	
                                g.

                              	
                                Dilution
      including Fraud Amount

                              
	 
      	
                                h.

                              	
                                Available
      Finance Charge Collections

                              
	 
      	 
      	
                                i.

                              	
                                Investor
      Finance Charge Collections

                              
	 
      	 
      	
                                ii.

                              	
                                Excess
      Finance Charge Collections allocable to Series 2011-1

                              
	 
      	 
      	
                                iii.

                              	
                                Principal
      Accumulation Account Investment Proceeds

                              
	 
      	 
      	
                                iv.

                              	
                                Investment
      earnings in the Reserve Account

                              
	 
      	 
      	
                                v.

                              	
                                Reserve
      Account Draw Amount

                              
	 
      	 
      	
                                vi.

                              	
                                Recoveries

                              
	 
      	
                                i.

                              	
                                Available
      Finance Charge Collections (Sum of g.i through g.vii)

                              
	 
      	
                                j.

                              	
                                Total
      Collections to Series

                              
	 
      	
                                k.

                              	
                                Total
      Finance Charge Collections deposited in the Collection Account (net of any
      amounts distributed to Transferor and owed to Servicer)

                              
	 	 
	
                                X.

                              	
                                Application
      of Available Funds pursuant to Section 4.4(a) of the Indenture
      Supplement

                              
	 
      	
                                a.

                              	
                                Available
      Finance Charge Collections

                              
	 
      	 
      	
                                i.

                              	
                                On
      a pari passu basis:

                              
	 
      	 
      	 
      	
                                a.

                              	
                                Payment
      to the Indenture Trustee, to a maximum of $25,000

                              
	 
      	 
      	 
      	
                                b.

                              	
                                Payment
      to the Trustee, to a maximum of $25,000

                              
	 
      	 
      	 
      	
                                c.

                              	
                                Payment
      to the Administrator, to a maximum of $25,000

                              
	 
      	 
      	
                                ii.

                              	
                                To
      the Servicer:

                              
	 
      	 
      	 
      	
                                a.

                              	
                                Noteholder
      Servicing Fee

                              
	 
      	 
      	 
      	
                                b.

                              	
                                Noteholder
      Servicing Fee previously due but not paid

                              
	 
      	 
      	 
      	
                                c.

                              	
                                Total
      Noteholder Servicing Fee

                              
	 
      	 
      	
                                iii.

                              	
                                On
      a pari passu basis:

                              
	 
      	 
      	 
      	
                                a.

                              	
                                Class
      A Monthly Interest

                              
	 
      	 
      	 
      	
                                b.

                              	
                                Class
      A Deficiency Amount

                              
	 
      	 
      	 
      	
                                c.

                              	
                                Class
      A Additional Interest

                              
	 
      	 
      	 
      	
                                d.

                              	
                                Class
      A Additional Interest not paid on prior Payment Date

                              
	 
      	 
      	
                                iv.

                              	
                                On
      a pari passu basis:

                              
	 
      	 
      	 
      	
                                a.

                              	
                                Class
      B Monthly Interest

                              
	 
      	 
      	 
      	
                                b.

                              	
                                Class
      B Deficiency Amount

                              
	 
      	 
      	 
      	
                                c.

                              	
                                Class
      B Additional Interest

                              
	 	 	 	 	 


                      

                    

                     

                    
                       

                      
                        
                          	 
      	
                                  Exhibit B
      (Page 7)

                                	 
      


                        

                         

                        
                          
                            
                            

                          

                          
                            
                            

                            
                              

                            

                          

                          
                            
                            

                          

                        

                      

                    

                     

                     

                    
                      
                        	 	 	 	 	 
	 
      	 
      	 
      	
                                d.

                              	
                                Class
      B Additional Interest not paid on prior Payment Date

                              
	 
      	 
      	
                                v.

                              	
                                On
      a pari passu basis:

                              
	 
      	 
      	 
      	
                                a.

                              	
                                Class
      C Monthly Interest

                              
	 
      	 
      	 
      	
                                b.

                              	
                                Class
      C Deficiency Amount

                              
	 
      	 
      	 
      	
                                c.

                              	
                                Class
      C Additional Interest

                              
	 
      	 
      	 
      	
                                d.

                              	
                                Class
      C Additional Interest not paid on prior Payment Date

                              
	 
      	 
      	
                                vi.

                              	
                                To
      be treated as Available Principal Collections

                              
	 
      	 
      	 
      	
                                a.

                              	
                                Aggregate
      Investor Default Amount

                              
	 
      	 
      	 
      	
                                b.

                              	
                                Aggregate
      Investor Uncovered Dilution Amount

                              
	 
      	 
      	
                                vii.

                              	
                                To
      be treated as Available Principal Collections, to the extent not
      previously reimbursed

                              
	 
      	 
      	 
      	
                                a.

                              	
                                Investor
      Charge-offs

                              
	 
      	 
      	 
      	
                                b.

                              	
                                Reallocated
      Principal Collections

                              
	 
      	 
      	
                                viii.

                              	
                                Excess
      of Required Reserve Account Amount Over Available Reserve Account
      Amount

                              
	 
      	 
      	
                                ix.

                              	
                                Amounts
      required to be deposited to the Spread Account

                              
	 
      	 
      	
                                x.

                              	
                                To
      be treated as Available Principal Collections:  Series
      Allocation Percentage of Minimum Free Equity Shortfall

                              
	 
      	 
      	
                                xi.

                              	
                                Unless
      an Early Amortization Event has occurred, amounts that have not been paid
      pursuant to (a)(i) above

                              
	 
      	 
      	
                                xii.

                              	
                                The
      balance, if any, will constitute a portion of Excess Finance Charge
      Collections for such Payment Date and first will be available for
      allocation to other Series in Group One and, then:

                              
	 
      	 
      	 
      	
                                a.

                              	
                                Unless
      an Early Amortization Event has occurred, to the Transferor;
      and

                              
	 
      	 
      	 
      	
                                b.

                              	
                                If
      an Early Amortization Event has occurred, first, to pay Monthly Principal
      in accordance with Section 4.4(c) of the Indenture to the extent not paid
      in full from Available Principal Collections (calculated without regard to
      amounts available to be treated as Available Principal Collections
      pursuant to this clause), second, to pay on a pari passu basis any amounts
      owed to such Persons listed in clause (a)(i) above that have been
      allocated to Series 2011-1 in accordance with Section 8.4(d) of the
      Indenture and that have not been paid pursuant to clauses (a)(i) and
      (a)(xi) above, and, third, any amounts remaining after payment in full of
      the Monthly Principal and amounts owed to such Persons listed in clause
      (a)(i) above shall be paid to the Issuer.

                              
	 	 	 	 	 


                      

                       

                      
                         

                        
                          
                            	 
      	
                                    Exhibit B
      (Page 8)

                                  	 
      


                          

                           

                          
                            
                              
                              

                            

                            
                              
                              

                              
                                

                              

                            

                            
                              
                              

                            

                          

                        

                      

                       

                       

                      
                        
                          
                            	 	 
	
                                    XI.

                                  	
                                    Excess
      Finance Charge Collections (Group One)

                                  
	 
      	
                                    a.

                                  	
                                    Total
      Excess Finance Charge Collections in Group One

                                  
	 
      	
                                    b.

                                  	
                                    Finance
      Charge Shortfall for Series 2011-1

                                  
	 
      	
                                    c.

                                  	
                                    Finance
      Charge Shortfall for all Series in Group One

                                  
	 
      	
                                    d.

                                  	
                                    Excess
      Finance Charges Collections Allocated to Series 2011-1

                                  
	 	 
	
                                    XII.

                                  	
                                    Available
      Principal Collections and Distributions (Section references relate to
      Indenture Supplement)

                                  
	 
      	
                                    a.

                                  	
                                    Investor
      Principal Collections

                                  
	 
      	
                                    b.

                                  	
                                    Less:  Reallocated
      Principal Collections for the Monthly Period pursuant to Section
      4.7

                                  
	 
      	
                                    c.

                                  	
                                    Plus:  Shared
      Principal Collections allocated to this Series

                                  
	 
      	
                                    d.

                                  	
                                    Plus:  Aggregate
      amount to be treated as Available Principal Collections pursuant to
      Section 4.4(a)(vi)

                                  
	 
      	
                                    e.

                                  	
                                    Plus:  Aggregate
      amount to be treated as Available Principal Collections pursuant to
      Section 4.4(a)(vii)

                                  
	 
      	
                                    f.

                                  	
                                    Plus:  During
      an Early Amortization Period, the amount of Available Finance Charge
      Collections used to pay principal on the Notes pursuant to Section
      4.4(a)(xiii)

                                  
	 
      	
                                    g.

                                  	
                                    Available
      Principal Collections (Deposited to Principal Account)

                                  
	 
      	 
      	
                                    i.

                                  	
                                    During
      the Revolving Period, Available Principal Collections treated as Shared
      Principal Collections Pursuant to Section 4.4(b)

                                  
	 
      	 
      	
                                    ii.

                                  	
                                    During
      the Controlled Accumulation Period, Available Principal Collections
      deposited to the Principal Accumulation Account pursuant to Section
      4.4(c)(i), (ii)

                                  
	 
      	 
      	
                                    iii.

                                  	
                                    During
      the Early Amortization Period, Available Principal Collections deposited
      to the Distribution Account pursuant to Section 4.4(c)

                                  
	 
      	 
      	
                                    iv.

                                  	
                                    Series
      Shared Principal Collections available to Group One pursuant to Section
      4.4(c)(iii)

                                  
	 
      	 
      	
                                    v.

                                  	
                                    Principal
      Distributions pursuant to Section 4.4(e) in order of
    priority

                                  
	 
      	 
      	 
      	
                                    a.

                                  	
                                    Principal
      paid to Class A Noteholders

                                  
	 
      	 
      	 
      	
                                    b.

                                  	
                                    Principal
      paid to Class B Noteholders

                                  
	 
      	 
      	 
      	
                                    c.

                                  	
                                    Principal
      paid to Class C Noteholders

                                  
	 
      	 
      	
                                    vi.

                                  	
                                    Total
      Principal Collections Available to Share (Inclusive of Series
      2011-1)

                                  
	 
      	 
      	
                                    vii.

                                  	
                                    Series
      Principal Shortfall

                                  
	 	 	 	 


                          

                        

                         

                        
                           

                          
                            
                              	 
      	
                                      Exhibit B
      (Page 9)

                                    	 
      


                            

                             

                            
                              
                                
                                

                              

                              
                                
                                

                                
                                  

                                

                              

                              
                                
                                

                              

                            

                          

                        

                         

                         

                        
                          
                            
                              
                                
                                  	 	 	 	 
	 
      	 
      	
                                          viii.

                                        	
                                          Shared
      Principal Collections allocated to this Series from other
      Series

                                        
	 	 
	
                                          XIII.

                                        	
                                          Series
      2011-1 Accumulation

                                        
	 
      	
                                          a.

                                        	
                                          Controlled
      Accumulation Period Length in months (scheduled)

                                        
	 
      	
                                          b.

                                        	
                                          Controlled
      Accumulation Amount

                                        
	 
      	
                                          c.

                                        	
                                          Controlled
      Deposit Amount

                                        
	 
      	
                                          d.

                                        	
                                          Accumulation
      Shortfall

                                        
	 
      	
                                          e.

                                        	
                                          Principal
      Accumulation Account Balance

                                        
	 
      	 
      	
                                          i.

                                        	
                                          Beginning
      of Interest Period

                                        
	 
      	 
      	
                                          ii.

                                        	
                                          Controlled
      Deposit Amount

                                        
	 
      	 
      	
                                          iii.

                                        	
                                          Withdrawal
      for Principal Payment

                                        
	 
      	 
      	
                                          iv.

                                        	
                                          As
      of Payment Date

                                        
	 	 
	
                                          XIV.

                                        	
                                          Reserve
      Account Funding (Section references relate to Indenture
      Supplement)

                                        
	 
      	
                                          a.

                                        	
                                          Reserve
      Account Funding Date (scheduled)

                                        
	 
      	
                                          b.

                                        	
                                          Required
      Reserve Account Amount (0.50% of Note Principal Balance beginning on
      Reserve Account Funding Date)

                                        
	 
      	
                                          c.

                                        	
                                          Beginning
      Available Reserve Account Amount

                                        
	 
      	
                                          d.

                                        	
                                          Reserve
      Draw Amount

                                        
	 
      	
                                          e.

                                        	
                                          Deposit
      pursuant to 4.4(a)(viii) the excess of b. over c.

                                        
	 
      	
                                          f.

                                        	
                                          Withdrawal
      for Reserve Account Surplus paid to Transferor pursuant to Section
      4.10(d)

                                        
	 
      	
                                          g.

                                        	
                                          Withdrawal
      for Reserve Account Surplus paid to Transferor pursuant to Section
      4.10(e)

                                        
	 
      	
                                          h.

                                        	
                                          Ending
      Available Reserve Account Amount

                                        
	 	 
	
                                          XV.

                                        	
                                          Spread
      Account Funding (Section references relate to Indenture
      Supplement)

                                        
	 
      	
                                          a.

                                        	
                                          Spread
      Account Percentage

                                        
	 
      	
                                          b.

                                        	
                                          Required
      Spread Account Amount

                                        
	 
      	
                                          c.

                                        	
                                          Beginning
      Available Spread Account Amount

                                        
	 
      	
                                          d.

                                        	
                                          Withdrawal
      pursuant to 4.11(a) – Section 4.4(a)(v) Shortfall

                                        
	 
      	
                                          e.

                                        	
                                          Withdrawal
      pursuant to 4.11(b) – Class C Expected Principal Payment
    Date

                                        
	 
      	
                                          f.

                                        	
                                          Withdrawal
      pursuant to 4.11(c) – Early Amortization Event

                                        
	 
      	
                                          g.

                                        	
                                          Withdrawal
      pursuant to 4.11(d) – Event of Default

                                        
	 	 	 


                                

                              

                            

                          

                           

                          
                             

                            
                              
                                	 
      	
                                        Exhibit B
      (Page 10)

                                      	 
      


                              

                               

                              
                                
                                  
                                  

                                

                                
                                  
                                  

                                  
                                    

                                  

                                

                                
                                  
                                  

                                

                              

                            

                          

                           

                          
                            
                              	 	 	 
	 
      	
                                      h.

                                    	
                                      Deposit
      pursuant to 4.4(a)(ix) – Spread Account Deficiency

                                    
	 
      	
                                      i.

                                    	
                                      Withdrawal
      pursuant to 4.11(f) – Spread Account Surplus Amount

                                    
	 
      	
                                      j.

                                    	
                                      Ending
      Available Spread Account Amount

                                    
	 	 
	
                                      XVI.

                                    	
                                      Series
      Early Amortization Events

                                    
	 
      	
                                      a.

                                    	
                                      The
      Free Equity Amount is less than the Minimum Free Equity
    Amount

                                    
	 
      	 
      	
                                      Free
      Equity:

                                    
	 
      	 
      	
                                      i.

                                    	
                                      Free
      Equity Amount

                                    
	 
      	 
      	
                                      ii.

                                    	
                                      Minimum
      Free Equity Amount

                                    
	 
      	 
      	
                                      iii.

                                    	
                                      Excess
      Free Equity Amount

                                    
	 
      	
                                      b.

                                    	
                                      The
      Note Trust Principal Balance is less than the Required Principal Balance
      Note Trust Principal Balance:

                                    
	 
      	 
      	
                                      i.

                                    	
                                      Note
      Trust Principal Balance

                                    
	 
      	 
      	
                                      ii.

                                    	
                                      Required
      Principal Balance

                                    
	 
      	 
      	
                                      iii.

                                    	
                                      Excess
      Principal Balance

                                    
	 
      	
                                      c.

                                    	
                                      The
      three-month Average Portfolio Yield is less than three-month average Base
      Rate Portfolio Yield:

                                    
	 
      	 
      	
                                      i.

                                    	
                                      Three
      month Average Portfolio Yield

                                    
	 
      	 
      	
                                      ii.

                                    	
                                      Three
      month Average Base Rate

                                    
	 
      	 
      	
                                      iii.

                                    	
                                      Three
      Month Average Excess Spread

                                    
	 
      	
                                      d.

                                    	
                                      The
      Note Principal Balance is outstanding beyond the Expected Principal
      Payment Date

                                    
	 
      	 
      	
                                      i.

                                    	
                                      Expected
      Principal Payment Date

                                    
	 
      	 
      	
                                      ii.

                                    	
                                      Current
      Payment Date

                                    
	 
      	
                                      e.

                                    	
                                      Are
      there any material modifications, extensions or waivers to pool asset
      terms, fees penalties or payments?

                                    
	 
      	
                                      f.

                                    	
                                      Are
      there any material breaches or pool of assets representations and
      warranties or covenants?

                                    
	 
      	
                                      g.

                                    	
                                      Are
      there any material changes in criteria used to originate, acquire, or
      select new pool assets?

                                    
	 
      	
                                      h.

                                    	
                                      Has
      an early amortization event
occurred?

                                    


                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
       

      
        
          	 
      	
                  Exhibit B
      (Page 11)

                	 
      


        

         

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    IN
WITNESS WHEREOF, the undersigned has duly executed this Monthly Noteholder's
Statement as of the ___ day of _____________.

     

    GENERAL
ELECTRIC CAPITAL CORPORATION, as Servicer

    


    


    By:______________________________

    Name:

    Title:

     

    
       

      
        
          	 
      	
                  Exhibit B
      (Page 12)

                	 
      


        

         

      

    

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SCHEDULE
I


     

    PERFECTION
REPRESENTATIONS, WARRANTIES

    AND
COVENANTS (WITH RESPECT TO RECEIVABLES)

     

    (a)           In
addition to the representations, warranties and covenants contained in the
Indenture, the Issuer hereby represents, warrants and covenants to the Indenture
Trustee as follows as of the Closing Date:

     

    (1)           The
Indenture creates a valid and continuing security interest (as defined in the
applicable UCC) in the Receivables in favor of the Indenture Trustee, which
security interest is prior to all other Liens, and is enforceable as such
against creditors of and purchasers from the Issuer.

     

    (2)           The
Receivables constitute either “accounts” or “general intangibles” within the
meaning of the applicable UCC.

     

    (3)           The
Issuer owns and has good and marketable title to the Receivables free and clear
of any Lien, claim or encumbrance of any Person.

     

    (4)           There
are no consents or approvals required for the pledge of the Receivables to the
Indenture Trustee pursuant to the Indenture.

     

    (5)           The
Issuer (or the Administrator on behalf of the Issuer) has caused the filing of
all appropriate financing statements in the proper filing office in the
appropriate jurisdictions under applicable law in order to perfect the security
interest granted to the Indenture Trustee under the Indenture in the
Receivables.

     

    (6)           Other
than the pledge of the Receivables to the Indenture Trustee pursuant to the
Indenture, the Issuer has not pledged, assigned, sold, granted a security
interest in, or otherwise conveyed the Receivables.  The Issuer has
not authorized the filing of and is not aware of any financing statements
against the Issuer that include a description of the Receivables, except for the
financing statement filed pursuant to the Indenture.

     

    (7)           Notwithstanding
any other provision of the Indenture, the representations and warranties set
forth in this Schedule
I shall be continuing, and remain in full force and effect, until such
time as the Series 2011-1 Notes are retired.

     

    (b)           The
Indenture Trustee covenants that it shall not, without satisfying the Rating
Agency Condition, waive a breach of any representation or warranty set forth in
this Schedule
I.

     

    (c)           The
Issuer covenants that in order to evidence the interests of the Issuer and the
Indenture Trustee under the Indenture, the Issuer shall take such action, or
execute and deliver such instruments as may be necessary or advisable
(including, without limitation, such actions as are requested by the Indenture
Trustee) to maintain and perfect, as a first priority interest, the Indenture
Trustee’s security interest in the Receivables.

     

     

    
       

      
        
          	 
      	
                  
                    Schedule
      I (Page 1)