Exhibit 4.1


 


GE CAPITAL CREDIT CARD MASTER NOTE
TRUST,


 


as Issuer


 


And


 


DEUTSCHE BANK TRUST COMPANY AMERICAS,


 


as Indenture Trustee


 


Form of Series 2012-3 INDENTURE
SUPPLEMENT


 


Dated as of April 18, 2012


 



    	 



    	 



    

 


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 2012-3 Notes	 
	SECTION 2.1.	Designation	14
	SECTION 2.2.	Transfer Restrictions Applicable to the Class C Notes	15
	ARTICLE III	REPRESENTATIONS, WARRANTIES and Covenants	 
	SECTION 3.1.	Representations, Warranties and Covenants with respect to Receivables	17
	SECTION 3.2.	Representations, Warranties and Covenants with respect to ERISA	17
	ARTICLE IV	Rights of Series 2012-3 Noteholders and Allocation and Application of Collections	 
	SECTION 4.1.	Determination of Interest and Principal	17
	SECTION 4.2.	Establishment of Accounts	19
	SECTION 4.3.	Calculations and Series Allocations	20
	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	26
	SECTION 4.7.	Reallocated Principal Collections	26
	SECTION 4.8.	Excess Finance Charge Collections	26
	SECTION 4.9.	Shared Principal Collections	27
	SECTION 4.10.	Reserve Account	27
	SECTION 4.11.	Spread Account	28
	SECTION 4.12.	Investment of Accounts	29
	SECTION 4.13.	Controlled Accumulation Period	30
	SECTION 4.14.	Determination of LIBOR	30
	SECTION 4.15.	Deposit of Collections	31


 



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Table
of Contents


(continued)


 


	 	 	Page
	 	 	 
	ARTICLE V	Delivery of Series 2012-3 Notes; Reports to Series 2012-3 Noteholders	 
	SECTION 5.1.	Delivery and Payment for the Series 2012-3 Notes	31
	SECTION 5.2.	Reports and Statements to Series 2012-3 Noteholders	31
	ARTICLE VI	Series 2012-3 Early Amortization Events	 
	SECTION 6.1.	Series 2012-3 Early Amortization Events	32
	ARTICLE VII	Redemption of Series 2012-3 Notes; Final Distributions; Series Termination	 
	SECTION 7.1.	Optional Redemption of Series 2012-3 Notes; Final Distributions	33
	SECTION 7.2.	Series Termination	34
	SECTION 7.3.	Sale of Collateral	34
	ARTICLE VIII	Miscellaneous Provisions	 
	SECTION 8.1.	Ratification of Indenture; Amendments	35
	SECTION 8.2.	Form of Delivery of the Series 2012-3 Notes	35
	SECTION 8.3.	Counterparts	35
	SECTION 8.4.	GOVERNING LAW	35
	SECTION 8.5.	Limitation of Liability	36
	SECTION 8.6.	Rights of the Indenture Trustee	36
	SECTION 8.7.	Notice Address for Rating Agencies	36
	SECTION 8.8.	Compliance with Applicable Anti-Terrorism and Anti-Money Laundering Regulations	37
	SECTION 8.9.	Notes to be Treated as Debt for Tax	37
	SECTION 8.10.	Deemed Consent	37





 


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


 


 



    	-ii-



    	 



    

 


Table
of Contents


(continued)


Page


 


SCHEDULES 


 


	SCHEDULE I	 	PERFECTION REPRESENTATIONS, WARRANTIES AND COVENANTS (With Respect to Receivables)


 



    	-iii-



    	 



    

 


SERIES 2012-3 INDENTURE
SUPPLEMENT, dated as of April 18, 2012 (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 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 2012-3 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 date of determination in 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.


 



    	2



    	 



    

 


“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 2012-3 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).


 


“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 2012-3 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(a) 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, or (iii) an entity whose
underlying assets include plan assets by reason of investment by an employee benefit plan or plan in such entity.


 


“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 $400,000,000.


 


“Class A Note
Interest Rate” means a per annum rate of 0.45% 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 $57,704,918.


 


“Class B Note
Interest Rate” means a per annum rate of 1.00% 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 $38,032,786.


 


“Class C Note
Interest Rate” means a per annum rate of 1.90% 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 Note
Transfer” is defined in Section 2.2(b).


 


“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 April 18, 2012.


 


“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 2012-3 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.


 



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“Controlled
Accumulation Amount” means, for any Payment Date with respect to the Controlled Accumulation Period, $247,868,852; provided,
however, that if the Controlled Accumulation Period Length is determined to be more than two 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 December 22, 2016 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.


 



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“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.


 


“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 2012-3 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 March 2017 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.


 


“Finance Charge
Shortfall” is defined in Section 4.8.


 


“Group One”
means Series 2012-3 and each other outstanding Series previously or hereafter specified in the related Indenture Supplement to
be included in Group One.


 



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“Indenture”
is defined in the preamble.


 


“Indenture
Trustee” is defined in the preamble.


 


“Initial Collateral
Amount” means $524,590,164, 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 $28,852,460.


 


“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 2012-3 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 2012-3 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 hereunder 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.


 


“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.


 



    	8



    	 



    

 


“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 2012-3, 7%; provided that, at any time that GE Capital’s
long-term unsecured debt is rated Aa3 or higher by Moody’s, the Minimum Free Equity Percentage shall be 4.0%.


 


“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 May 2012 Payment Date, the period beginning on the Closing Date and ending on April 21, 2012, 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.


 


“Note Purchase
Agreement” means the Note Purchase Agreement, dated as of April 18, 2012, between the Transferor and GE Capital, as initial
Class C Noteholder].


 



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“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 May 15, 2012 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 July 2012 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 June 2012 Payment
Date and (ii) the Excess Spread Percentage for the Monthly Period relating to the July 2012 Payment Date and the denominator of
which is two, and (b) with respect to the August 2012 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 2012-3 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 2012-3 Notes on such
date.


 


“Rating Agency
Condition” means, with respect to Series 2012-3 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” is defined in Section 4.7.


 


“Reassignment
Amount” means, with respect to Series 2012-3, 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 such Payment Date, (ii) Monthly Interest for such Payment Date and any
Monthly Interest previously due but not distributed to the Series 2012-3 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 2012-3 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


 


(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.


 



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“Required
Reserve Account Amount” means, for any Transfer Date on or after the Reserve Account Funding Date and the June 2012 Payment
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 2012-3; provided, further, however,
that at any time during which the Controlled Accumulation Period Length is equal to one month, the Required Reserve Account Amount
shall be equal to $0.00.


 


“Required
Spread Account Amount” means, for the May 2012 Payment Date and the June 2012 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 2012-3 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 4.13); 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;


 


(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.


 



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“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 2012-3, the March 2020 Payment Date.


 


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


 


“Series 2012-3”
means the Series of Notes the terms of which are specified in this Indenture Supplement.


 


“Series 2012-3
Early Amortization Event” is defined in Section 6.1.


 


“Series 2012-3
Excess Finance Charge Collections” means Excess Finance Charge Collections allocated from other Series in Group One to
Series 2012-3 pursuant to Section 8.6 of the Indenture.


 


“Series 2012-3
Note” means a Class A Note, a Class B Note or a Class C Note.


 


“Series 2012-3
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.


 


“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.


 



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“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 2012-3.


 


ARTICLE
II

Creation of the Series 2012-3 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 2012-3” or the “Series 2012-3 Notes.”
The Series 2012-3 Notes shall be issued in three Classes, known as the “Class A Series 2012-3 Floating Rate Asset Backed
Notes”, the “Class B Series 2012-3 Floating Rate Asset Backed Notes” and the “Class C
Series 2012-3 Floating Rate Asset Backed Notes.”


 


(b)          Series
2012-3 shall be included in Group One and shall be a Principal Sharing Series. Series 2012-3 shall be an Excess Allocation Series
with respect to Group One only. Series 2012-3 shall not be subordinated to any other Series.


 



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(c)          The
Series 2012-3 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 the Class C Notes shall be issued in minimum denominations of $100,000 and in integral multiples of $1.


 


SECTION 2.2. Transfer
Restrictions Applicable to the Class C Notes.


 


(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



 



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		(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 QIB that is purchasing for its own account or for the account of a QIB 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 (EACH, A “BENEFIT PLAN”) 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. BENEFIT PLANS MAY NOT ACQUIRE THIS NOTE AT ANY TIME THAT THIS NOTE DOES NOT HAVE A CURRENT INVESTMENT GRADE RATING
FROM A NATIONALLY RECOGNIZED STATISTICAL RATING ORGANIZATION.


 



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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 2012-3 Note (or interest therein), each purchaser and
subsequent transferee shall be deemed to represent and warrant that either (i) it is not (and for so long as it holds such Series
2012-3 Note will not be), is not acting on behalf of (and for so long as it holds such Series 2012-3 Note will not be acting on
behalf of), and is not investing the assets of a Benefit Plan or a governmental plan, church plan or non-U.S. plan that is subject
to any Similar Law or (ii) its acquisition, continued holding and disposition of such Series 2012-3 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. Benefit Plans may not acquire
the Series 2012-3 Notes at any time that the Series 2012-3 Notes do not have a current investment grade rating from a nationally
recognized statistical rating organization.


 


ARTICLE
IV

Rights of Series 2012-3 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.


 



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(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).


 


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.


 



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(d)          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.


 


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.


 



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SECTION 4.3. Calculations
and Series Allocations.


 


(a)          Allocations.
Finance Charge Collections, Principal Collections and Charged-Off Receivables allocated to Series 2012-3 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 2012-3 pursuant to Section 8.5 of the Indenture)).


 


(b)          Allocations
to the Series 2012-3 Noteholders. The Issuer shall on each Date of Processing, allocate to the Series 2012-3 Noteholders the
following amounts as set forth below:


 


(i)          Allocations
of Finance Charge Collections. The Issuer shall allocate to the Series 2012-3 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 2012-3 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 2012-3 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 2012-3 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 2012-3 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.


 



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(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 2012-3 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.


 


(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 2012-3
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:


  








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(i)          to
pay, on a pari passu basis, the following amounts, to the extent allocated to Series 2012-3 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;


 


(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;


 



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(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;


 


(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 2012-3 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 2012-3 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.


 



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(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;


 


(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 reduced to zero; second to the Class B Noteholders until
the Class B Note Principal Balance has been reduced to zero; and third to the Class C Noteholders until the Class C Note
Principal Balance has been reduced to zero; 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.


 



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(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.


 


(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 2012-3 Noteholder (at such Noteholder’s
address as it appears in the Note Register), except that for any Series 2012-3 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 2012-3 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 Investor 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) (any such Investor Principal Collections so allocated, “Reallocated Principal Collections”);
provided, that for any Monthly Period, Reallocated Principal Collections may not exceed the Monthly Principal Reallocation
Amount for such Monthly Period. 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 2012-3 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 2012-3 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 2012-3 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 2012-3 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
2012-3 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 2012-3 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 2012-3 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.


 



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(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.


 


(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 2012-3 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 2012-3 that has resulted in the acceleration of
the Series 2012-3 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 2012-3 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.


 



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(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.


 


(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. (a) 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 2012-3 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.


 



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SECTION 4.13. Controlled
Accumulation Period. The Controlled Accumulation Period is scheduled to commence at the beginning of business on June 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.


 


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 and the Class B 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 2012-3 Noteholder from time to time.


 



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(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.


 


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 2012-3 Notes;

Reports to Series 2012-3 Noteholders


 


SECTION 5.1. Delivery
and Payment for the Series 2012-3 Notes.


 


The Issuer shall execute
and issue, and the Indenture Trustee shall authenticate, the Series 2012-3 Notes in accordance with Section 2.2 of
the Indenture. The Indenture Trustee shall deliver the Series 2012-3 Notes to or upon the written order of the Issuer when so authenticated.


 


SECTION 5.2. Reports
and Statements to Series 2012-3 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 2012-3 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 2012-3 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.


 



    	31



    	 



    

 


 


ARTICLE
VI

Series 2012-3 Early Amortization Events


 


SECTION 6.1. Series
2012-3 Early Amortization Events. If any one of the following events shall occur with respect to the Series 2012-3 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 2012-3 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 2012-3 Notes;


 


(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 2012-3 Notes and as a result
of which the interests of the Series 2012-3 Noteholders are materially and adversely affected for such period; provided,
however, that a Series 2012-3 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 July 2012 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 August 2012 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 May 2012
Payment Date shall be excluded for purposes of calculating the three-month average Portfolio Yield and Base Rate under this clause
(e)(ii));


 



    	32



    	 



    

 


 


(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 2012-3 and acceleration of the maturity of
the Series 2012-3 Notes pursuant to Section 5.3 of the Indenture;


 


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 2012-3 Notes evidencing more than 50% of the aggregate unpaid principal
amount of Series 2012-3 Notes by notice then given in writing to the Issuer (and to the Indenture Trustee if given by the Series
2012-3 Noteholders) may declare that a “Series Early Amortization Event” with respect to Series 2012-3 (a “Series
2012-3 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 2012-3 Early Amortization Event shall occur without any
notice or other action on the part of the Indenture Trustee or the Series 2012-3 Noteholders immediately upon the occurrence of
such event.


 


ARTICLE
VII

Redemption of Series 2012-3 Notes; Final Distributions; Series Termination


 


SECTION 7.1. Optional
Redemption of Series 2012-3 Notes; Final Distributions.


 


(a)          On
any day occurring on or after the date on which the outstanding principal balance of the Series 2012-3 Notes is reduced to 10%
or less of the initial outstanding principal balance of Series 2012-3 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 2012-3 shall be reduced to zero and
the Series 2012-3 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 2012-3 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.


 



    	33



    	 



    

  


(ii)         The
amount to be paid by the Issuer with respect to Series 2012-3 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.


 


(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 2012-3, 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 2012-3 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 2012-3, 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.


 



    	34



    	 



    

  


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 2012-3 Noteholders shall be the only Noteholders whose vote shall be required.


 


SECTION 8.2. Form
of Delivery of the Series 2012-3 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.


 



    	35



    	 



    

 


 


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.


 



    	36



    	 



    

 


 


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.


 


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 2012-3 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:	
	 	 	Name:
	 	 	Title:







 


	 	DEUTSCHE BANK TRUST COMPANY

AMERICAS, as Indenture Trustee
	 	 
	 	By: DEUTSCHE BANK NATIONAL TRUST

COMPANY
	 	 
	 	By:	
	 	 	Name:
	 	 	Title:
	 	 	 
	 	By:	
	 	 	Name:
	 	 	Title:


 


		S-1	
        Indenture Supplement

        Series 2012-3







    	 



    	 



    

 


EXHIBIT A-1


FORM OF CLASS A SERIES 2012-3 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 (EACH, A “BENEFIT PLAN”) 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. BENEFIT PLANS MAY NOT ACQUIRE THIS NOTE AT ANY TIME THAT THIS NOTE DOES NOT HAVE
A CURRENT INVESTMENT GRADE RATING FROM A NATIONALLY RECOGNIZED STATISTICAL RATING ORGANIZATION.


 



    	Exhibit A-1 (Page 1)



    	 



    

  


	REGISTERED	$__________________________________
	No. R- _____________________	CUSIP NO. [·]


  


GE CAPITAL
CREDIT CARD

MASTER NOTE TRUST SERIES 2012-3






CLASS
A SERIES 2012-3 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 FOUR HUNDRED MILLION DOLLARS, or such greater or
lesser amount as determined in accordance with the Indenture, on the March 2020 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 March 2020 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 2012-3


 


CLASS A SERIES 2012-3 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 2012-3 (the
“Series 2012-3 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 April 18, 2012 (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 CAPITAL RETAIL 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 2012-3 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 (EACH, A “BENEFIT PLAN”) 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. BENEFIT PLANS MAY NOT ACQUIRE
THIS NOTE AT ANY TIME THAT THIS NOTE DOES NOT HAVE A CURRENT INVESTMENT GRADE RATING FROM A NATIONALLY RECOGNIZED STATISTICAL RATING
ORGANIZATION.


 



    	Exhibit A-2 (Page 1)



    	 



    

 







	REGISTERED	$__________________________________
	No. R- _____________________	CUSIP NO. [·]


 


GE CAPITAL CREDIT CARD


MASTER NOTE TRUST SERIES 2012-3


 


CLASS B SERIES 2012-3 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 FIFTY-SEVEN MILLION SEVEN HUNDRED FOUR THOUSAND NINE HUNDRED
EIGHTEEN DOLLARS, or such greater or lesser amount as determined in accordance with the Indenture, on the March 2020 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 March 2020 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 2012-3


 


CLASS B SERIES 2012-3 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 2012-3 (the
“Series 2012-3 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 April 18, 2012 (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 CAPITAL RETAIL 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 2012-3 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.



 



    	Exhibit A-3 (Page 1)



    	 



    

 


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 (EACH, A “BENEFIT PLAN”) 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. BENEFIT PLANS MAY NOT ACQUIRE THIS NOTE AT ANY TIME THAT THIS NOTE DOES NOT HAVE A CURRENT INVESTMENT GRADE RATING
FROM A NATIONALLY RECOGNIZED STATISTICAL RATING ORGANIZATION.


 



    	Exhibit A-3 (Page 2)



    	 



    

 


	REGISTERED	$_________________________________
	No. R- __________________	CUSIP NO. [·]


 


GE CAPITAL CREDIT CARD

MASTER NOTE TRUST SERIES 2012-3


 


CLASS C SERIES 2012-3 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 THIRTY-EIGHT MILLION THIRTY-TWO THOUSAND SEVEN
HUNDRED EIGHTY-SIX DOLLARS, or such greater or lesser amount as determined in accordance with the Indenture, on the March 2020
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 March 2020 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 3)



    	 



    

 


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 4)



    	 



    

 


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 5)



    	 



    

 


GE CAPITAL CREDIT CARD


MASTER NOTE TRUST SERIES 2012-3


 


CLASS C SERIES 2012-3 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 2012-3 (the
“Series 2012-3 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 April 18, 2012 (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 CAPITAL RETAIL 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 6)



    	 



    

 


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 7)



    	 



    

 


EXHIBIT B


 


FORM OF MONTHLY NOTEHOLDER’S STATEMENT


 


Monthly Noteholder’s Statement


GE Capital Credit Card Master Note Trust


 


Series 2012-3


Class A LIBOR + 0.45% Notes


Class B LIBOR + 1.00% Notes


Class C LIBOR + 1.90% 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 2012-3 Indenture Supplement (the "Indenture Supplement"),
dated as of April 18, 2012, 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 2012-3 Noteholders and the performance
of the Trust during the previous month. The information required to be prepared with respect to the Payment Date of [  ·  ], 20[  ·  ],
and with respect to the performance of the Trust during the Monthly Period ended [  ·  ], 20[  ·  ]
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:	[  ·  ]  , 20[  ·  ]
	Monthly Period Beginning:	[  ·  ]  , 20[  ·  ]
	Monthly Period Ending:	[  ·  ]  , 20[  ·  ]
	Previous Payment Date:	[  ·  ]  , 20[  ·  ]
	Payment Date:	[  ·  ]  , 20[  ·  ]
	Interest Period Beginning:	[  ·  ]  , 20[  ·  ]
	Interest Period Ending:	[  ·  ]  , 20[  ·  ]
	Days in Monthly Period:	[  ·  ]
	Days in Interest Period:	[  ·  ]
	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	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 2012-3	 	 
	 	 	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 2012-3 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 2012-3	 	 
	 	 	 	 	 
	 	c.	Finance Charge Shortfall for all Series in Group One	 	 
	 	 	 	 	 
	 	d.	Excess Finance Charges Collections Allocated to Series 2012-3	 	 
	 	 	 	 	 	 	 
	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 2012-3)	 	 
	 	 	vii.	Series Principal Shortfall	 	 


 



    	Exhibit B (Page 9)



    	 



    

 


	 	 	viii.	Shared Principal Collections allocated to this Series from other Series	 	 
	 	 	 	 	 	 	 
	XIII.	 	Series 2012-3 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 2012-3 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)