EXECUTION COPY


 


 


 


 


 


 


 


 


GE CAPITAL CREDIT CARD MASTER NOTE
TRUST,


 


as Issuer


 


And


 


DEUTSCHE BANK TRUST COMPANY AMERICAS,


 


as Indenture Trustee


 


 


 


 


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	29
	SECTION 4.14.	Determination of LIBOR	30
	SECTION 4.15.	Deposit of Collections	31



    	-i-



    	 



    

 


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.


 


“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).


 



    	2



    	 



    

 


“Available
Principal Collections” means, for any Monthly Period, an amount equal to the sum of (a) the Investor Principal Collections
for such Monthly Period, minus (b) the amount of Reallocated Principal Collections with respect to such Monthly Period
which pursuant to Section 4.7 are required to be applied on the related Payment Date, plus (c) the sum of (i)
any Shared Principal Collections with respect to other Principal Sharing Series (including any amounts on deposit in the Excess
Funding Account that are allocated to Series 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.


 



    	5



    	 



    

 


“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.


 



    	6



    	 



    

 


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


 


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


 


“Designated
Maturity” means, for any LIBOR Determination Date, one month.


 


“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.


 



    	7



    	 



    

 


“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].


 



    	9



    	 



    

 


“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.


 



    	10



    	 



    

 


“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.


 


“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.


 



    	11



    	 



    

 


“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.


 



    	12



    	 



    

 


“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.


 



    	13



    	 



    

 


“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.


 



    	14



    	 



    

 


(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



 



    	15



    	 



    

 


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



 


(d)By
acceptance of any Class C Note, the Class C Noteholder specifically agrees with and represents to the Transferor, the
Issuer and the Note Registrar, that no Class C Note Transfer will be made unless (i) the registration requirements of the
Securities Act and any applicable state securities laws have been complied with, (ii) such Class C Note Transfer is to the
Transferor or its Affiliates, or (iii) such Class C Note Transfer is exempt from the registration requirements under the
Securities Act because such Class C Note Transfer is in compliance with Rule 144A under the Securities Act, to a transferee
who the transferor reasonably believes is a 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.


 



    	16



    	 



    

 


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.


 



    	17



    	 



    

 


(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.


 



    	18



    	 



    

 


(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.


 



    	19



    	 



    

 


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.


 



    	20



    	 



    

 


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.


 



    	21



    	 



    

 


(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:


 



    	22



    	 



    

 


(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;


 



    	23



    	 



    

 


(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.


 


(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:


 



    	24



    	 



    

 


(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.


 



    	25



    	 



    

 


(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).


 



    	26



    	 



    

 


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.


 



    	27



    	 



    

 


(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.


 



    	28



    	 



    

 


(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.


 


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.


 



    	29



    	 



    

 


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.


 



    	30



    	 



    

 


(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.


 


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:


 



    	31



    	 



    

 


(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));


 


(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.


 



    	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.


 


(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.


 


(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.


 



    	33



    	 



    

 


(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.


 


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.


 



    	34



    	 



    

 


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.


 


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


 



    	36



    	 



    

 


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


 


SECTION
8.10. Deemed Consent. The Series 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:  /s/
Kristine K. Gullo                                


Name: Kristine K.
Gullo

Title: Vice President


 


 


 


DEUTSCHE BANK TRUST COMPANY


AMERICAS, as Indenture Trustee


 


By: DEUTSCHE BANK NATIONAL
TRUST 

COMPANY


 


 


 


By:  /s/
Susan Barstock                                    


Name: Susan Barstock

Title: Vice President


 


 


By:  /s/
Ellen Jean-Baptiste                              


Name: Ellen Jean-Baptiste

Title: Associate


 Indenture
Supplement


Series 2012-3



    S-1	 



    	 



    

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.


 



    	Exhibit A-1 (Page 1)



    	 



    



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 2)



    	 



    

	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 3)



    	 



    

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 4)



    	 



    

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 5)



    	 



    

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 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-1 (Page 7)



    	 



    

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.


 



    	Exhibit A-2 (Page 1)



    	 



    



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 2)



    	 



    

	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 3)



    	 



    

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 4)



    	 



    

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 5)



    	 



    

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 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-2 (Page 7)



    	 



    

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.



 


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.


 



    	Exhibit A-3 (Page 1)



    	 



    

 


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 [  l
], 20[ l ], and with respect to the performance of the Trust during the
Monthly Period ended [ l ], 20[ l
] is set forth below. Capitalized terms used herein are defined in the Indenture and the Indenture Supplement. The Discount Percentage
(as defined in the Transfer Agreement) remains at 0% for all the Receivables in the Trust until otherwise indicated. The undersigned,
an Authorized Officer of the Servicer, does hereby certify as follows:


 


 


 


	Record Date:	[ l
    ], 20[ l ]
	Monthly Period Beginning:	[ l
    ], 20[ l ]
	Monthly Period Ending:	[ l
    ], 20[ l ]
	Previous Payment Date:	[ l
    ], 20[ l ]
	Payment Date:	[ l
    ], 20[ l ]
	Interest Period Beginning:	[ l
    ], 20[ l ]
	Interest Period Ending:	[ l
    ], 20[ l ]
	Days in Monthly Period:	[ l
    ]
	Days in Interest Period:	[ l
    ]
	Is there a Reset Date?	[No][Yes]


 


		I.	Trust Receivables Information



		a.	Number of Accounts Beginning



		b.	Number of Accounts Ending



		c.	Average Account Balance (q /
                                                               b)



		d.	BOP Principal Receivables



		e.	BOP Finance Charge Receivables




    	Exhibit B (Page 1)



    	 



    

 


		f.	BOP Total Receivables



		g.	Increase in Principal Receivables
                                                               from Additional Accounts



		h.	Increase in Principal Activity
                                                               on Existing Securitized Accounts



		i.	Increase in Finance Charge Receivables
                                                               from Additional Accounts



		j.	Increase in Finance Charge Activity
                                                               on Existing Securitized Accounts



		k.	Increase in Total Receivables



		l.	Decrease in Principal Receivables
                                                               due to Account Removal



		m.	Decrease in Principal Activity
                                                               on Existing Securitized Accounts



		n.	Decrease in Finance Charge Receivables
                                                               due to Account Removal



		o.	Decrease in Finance Charge Activity
                                                               on Existing Securitized Accounts



		p.	Decrease in Total Receivables



		q.	EOP Aggregate Principal Receivables



		r.	EOP Finance Charge Receivables



		s.	EOP Total Receivables



		t.	Excess Funding Account Balance



		u.	Required Principal Balance



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



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



 


		II.	Investor Information (Trust
                                                                  Level)



 


		a.	Note Principal Balance (Sum of
                                                               all Series)



		i.	Beginning of Interest Period



		ii.	Increase in Note Principal
                                                                 Balance due to New Issuance



		iii.	Decrease in Note Principal
                                                                  Balance due to Principal Paid



		iv.	As of Payment Date



 


		b.	Excess Collateral Amount (Sum
                                                               of all Series)



		i.	Beginning of Interest Period



		ii.	Additional Enhancement Amount



		iii.	Increase in Excess Collateral
                                                                  Amount due to New Issuance



		iv.	Reductions in Required Excess
                                                                 Collateral Amount



		v.	Increase in Unreimbursed Investor
                                                                Charge-Off



		vi.	Decrease in Unreimbursed Investor
                                                                 Charge-Off



		vii.	Increase in Unreimbursed Reallocated
                                                                  Principal Collections



		viii.	Decrease in Unreimbursed
                                                                   Reallocated Principal Collections



		ix.	As of Payment Date




    	Exhibit B (Page 2)



    	 



    

 


		c.	Collateral Amount (Sum of all
                                                               Series)



		i.	End of Prior Monthly Period



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



 


		III.	Trust Performance Data
                                                                   (Monthly Period)



 


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



		i.	Current



		ii.	Prior Monthly Period



		iii.	Two Months Prior Monthly Period



		iv.	Three-Month Average



 


		b.	Payment Rate (Principal Collections
                                                               / BOP Principal Receivables)



		i.	Current



		ii.	Prior Monthly Period



		iii.	Two Months Prior Monthly Period



		iv.	Three-Month Average



 


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



		i.	Current



		ii.	Prior Monthly Period



		iii.	Two Months Prior Monthly Period



		iv.	Three-Month Average



 


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



 


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



		i.	Current



		ii.	Prior Monthly Period



		iii.	Two Months Prior Monthly Period



		iv.	Three-Month Average



 


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



 


		g.	Default Amount for Defaulted
                                                               Accounts



 


		h.	Recoveries



 


		i.	Collections



		i.	Total Trust Finance Charge Collections



		ii.	Total Trust Principal Collections



		iii.	Total Trust Collections




    	Exhibit B (Page 3)



    	 



    

 


	j.      
    Delinquency Data	Percentage	Amount


		i.	1-29 Days Delinquent



		ii.	30-59 Days Delinquent



		iii.	60-89 Days Delinquent



		iv.	90-119 Days Delinquent



		v.	120-149 Days Delinquent



		vi.	150 or Greater Days Delinquent



 


		IV.	Series Performance Data



 


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



		i.	Current



		ii.	Prior Monthly Period



		iii.	Two Months Prior Monthly Period



		iv.	Three-Month Average



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



		i.	Current



		ii.	Prior Monthly Period



		iii.	Two Months Prior Monthly Period



		iv.	Three-Month Average



		c.	Excess Spread Percentage (Portfolio
                                                               Yield – Base Rate)



		i.	Current



		ii.	Prior Monthly Period



		iii.	Two Months Prior Monthly Period



		iv.	Quarterly Excess Spread Percentage



 


		V.	Investor Information Regarding
                                                                 Distributions to Noteholders



 


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



 


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



 


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



 


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



 


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



 



    	Exhibit B (Page 4)



    	 



    

 


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



 


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



 


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



 


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



 


		VI.	Investor Information



 


		a.	Class A Note Initial Principal
                                                               Balance



		b.	Class B Note Initial Principal
                                                               Balance



		c.	Class C Note Initial Principal
                                                               Balance



		d.	Initial Excess Collateral Amount



		e.	Initial Collateral Amount



 


		f.	Class A Note Principal Balance



		i.	Beginning of Interest Period



		ii.	Principal Payment



		iii.	As of Payment Date



 


		g.	Class B Note Principal Balance



		i.	Beginning of Interest Period



		ii.	Principal Payment



		iii.	As of Payment Date



 


		h.	Class C Note Principal Balance



		i.	Beginning of Interest Period



		ii.	Principal Payment



		iii.	As of Payment Date



 


		i.	Excess Collateral Amount



		i.	Beginning of Interest Period



		ii.	Reduction in Excess Collateral
                                                                 Amount



		iii.	As of Payment Date



 


		j.	Collateral Amount



		i.	Beginning of Interest Period



		ii.	Increase/Decrease in Unreimbursed
                                                                 Investor Charge-Offs



		iii.	Increase/Decrease in Reallocated
                                                                  Principal Collections



		iv.	Reduction in Excess Collateral
                                                                 Amount



		v.	Principal Accumulation Account
                                                                Deposit



		vi.	As of Payment Date




    	Exhibit B (Page 5)



    	 



    

 


		vii.	Collateral Amount as a Percentage
                                                                  of Note Trust Principal Balance



		viii.	Amount by which Note Principal
                                                                   Balance exceeds Collateral Amount



		k.	Required Excess Collateral Amount



 


		VII.	Investor Charge-Offs and
                                                                   Reallocated Principal Collections

                                                                   (Section references relate to Indenture Supplement)



 


		a.	Beginning Unreimbursed Investor
                                                               Charge-Offs



		b.	Current Unreimbursed Investor
                                                               Defaults



		c.	Current Unreimbursed Investor
                                                               Uncovered Dilution Amount



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



		e.	Ending Unreimbursed Investor
                                                               Charge-Offs



		f.	Beginning Unreimbursed Reallocated
                                                               Principal Collections



		g.	Current Reallocated Principal
                                                               Collections pursuant to Section 4.7



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



		i.	Ending Unreimbursed Reallocated
                                                               Principal Collections



 


		VIII.	Investor Percentages
                                                                    –BOP Balance and Series Account Information



		a.	Allocation Percentage Numerator
                                                               – for Finance Charge Collections and Default Amounts



		b.	Allocation Percentage Numerator
                                                               – for Principal Collections



		c.	Allocation Percentage Denominator



		i.	Aggregate Principal Receivables
                                                                Balance as of Prior Monthly Period



		ii.	Number of Days at Balance



		iii.	Average Principal Balance



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



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



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



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



		h.	Series Allocation Percentage



 


		IX.	Collections and Allocations



	 	Trust	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)