Exhibit
4.1


 


EXECUTION COPY


 


GE CAPITAL CREDIT CARD MASTER NOTE TRUST,


 


as Issuer


 


And


 


DEUTSCHE BANK TRUST COMPANY AMERICAS,


 


as Indenture Trustee


 


 


Series 2010-2 INDENTURE SUPPLEMENT


 


Dated as of April 7, 2010


 

















 


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 2010-2 NOTES

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 2.1.

  	
  Designation

  	
  14

  
	
   

  	
   

  	
   

  
	
  SECTION 2.2.

  	
  Transfer
  Restrictions

  	
  14

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  III

  	
  REPRESENTATIONS,
  WARRANTIES AND COVENANTS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 3.1.

  	
  Representations,
  Warranties and Covenants with respect to Receivables

  	
  16

  
	
   

  	
   

  	
   

  
	
  SECTION 3.2.

  	
  Representations,
  Warranties and Covenants with respect to ERISA

  	
  16

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  IV

  	
  RIGHTS
  OF SERIES 2010-2 NOTEHOLDERS AND ALLOCATION AND APPLICATION OF COLLECTIONS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 4.1.

  	
  Determination
  of Interest and Principal

  	
  17

  
	
   

  	
   

  	
   

  
	
  SECTION 4.2.

  	
  Establishment
  of Accounts

  	
  18

  
	
   

  	
   

  	
   

  
	
  SECTION 4.3.

  	
  Calculations
  and Series Allocations

  	
  19

  
	
   

  	
   

  	
   

  
	
  SECTION 4.4.

  	
  Application
  of Available Finance Charge Collections and Available Principal Collections

  	
  22

  
	
   

  	
   

  	
   

  
	
  SECTION 4.5.

  	
  Distributions

  	
  25

  
	
   

  	
   

  	
   

  
	
  SECTION 4.6.

  	
  Investor
  Charge-Offs

  	
  25

  
	
   

  	
   

  	
   

  
	
  SECTION 4.7.

  	
  Reallocated
  Principal Collections

  	
  26

  
	
   

  	
   

  	
   

  
	
  SECTION 4.8.

  	
  Excess
  Finance Charge Collections

  	
  26

  
	
   

  	
   

  	
   

  
	
  SECTION 4.9.

  	
  Shared
  Principal Collections

  	
  26

  
	
   

  	
   

  	
   

  
	
  SECTION 4.10.

  	
  Reserve
  Account

  	
  26

  
	
   

  	
   

  	
   

  
	
  SECTION 4.11.

  	
  Spread
  Account

  	
  27

  
	
   

  	
   

  	
   

  
	
  SECTION 4.12.

  	
  Investment
  of Accounts

  	
  28

  
	
   

  	
   

  	
   

  
	
  SECTION 4.13.

  	
  Controlled
  Accumulation Period

  	
  29

  
	
   

  	
   

  	
   

  
	
  SECTION 4.14.

  	
  [Reserved]

  	
  29

  
	
   

  	
   

  	
   

  
	
  SECTION 4.15.

  	
  Deposit
  of Collections

  	
  29

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  V

  	
  DELIVERY
  OF SERIES 2010-2 NOTES; REPORTS TO SERIES 2010-2 NOTEHOLDERS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 5.1.

  	
  Delivery
  and Payment for the Series 2010-2 Notes

  	
  30

  



 


i

















 


TABLE OF CONTENTS


(continued)


 


	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  SECTION 5.2.

  	
  Reports
  and Statements to Series 2010-2 Noteholders

  	
  30

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  VI

  	
  SERIES
  2010-2 EARLY AMORTIZATION EVENTS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 6.1.

  	
  Series 2010-2
  Early Amortization Events

  	
   

  	
  30

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  VII

  	
  REDEMPTION
  OF SERIES 2010-2 NOTES; FINAL DISTRIBUTIONS; SERIES TERMINATION

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 7.1.

  	
  Optional
  Redemption of Series 2010-2 Notes; Final Distributions

  	
  32

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 7.2.

  	
  Series Termination

  	
  33

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  VIII

  	
  MISCELLANEOUS
  PROVISIONS

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 8.1.

  	
  Ratification
  of Indenture; Amendments

  	
  33

  
	
   

  	
   

  	
   

  
	
  SECTION 8.2.

  	
  Form of
  Delivery of the Series 2010-2 Notes

  	
  33

  
	
   

  	
   

  	
   

  
	
  SECTION 8.3.

  	
  Counterparts

  	
  33

  
	
   

  	
   

  	
   

  
	
  SECTION 8.4.

  	
  GOVERNING
  LAW

  	
  34

  
	
   

  	
   

  	
   

  
	
  SECTION 8.5.

  	
  Limitation
  of Liability

  	
  35

  
	
   

  	
   

  	
   

  
	
  SECTION 8.6.

  	
  Rights
  of the Indenture Trustee

  	
  35

  
	
   

  	
   

  	
   

  
	
  SECTION 8.7.

  	
  Notice
  Address for Rating Agencies

  	
  35

  
	
   

  	
   

  	
   

  
	
  SECTION 8.8.

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

  	
  35

  
	
   

  	
   

  	
   

  
	
  SECTION 8.9.

  	
  Notes
  to be Treated as Debt for Tax

  	
  36

  
	
   

  	
   

  	
   

  
	
  SECTION 8.10.

  	
  Deemed Consent

  	
  36

  



 


	
  EXHIBITS

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  EXHIBIT
  A-1

  	
   

  	
  FORM OF
  CLASS A NOTE

  
	
   

  	
   

  	
   

  
	
  EXHIBIT
  A-2

  	
   

  	
  FORM OF
  CLASS B NOTE

  
	
   

  	
   

  	
   

  
	
  EXHIBIT
  A-3

  	
   

  	
  FORM OF
  CLASS C NOTE

  
	
   

  	
   

  	
   

  
	
  EXHIBIT
  B

  	
   

  	
  FORM OF
  MONTHLY NOTEHOLDER’S STATEMENT

  
	
   

  	
   

  	
   

  
	
  SCHEDULES

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SCHEDULE I

  	
   

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

  



 


ii

















 


SERIES 2010-2 INDENTURE SUPPLEMENT, dated as of April 7,
2010 (the “Indenture Supplement”),
between GE CAPITAL CREDIT CARD MASTER NOTE TRUST, a Delaware statutory trust
(herein, the “Issuer” or the “Trust”), and DEUTSCHE BANK TRUST COMPANY
AMERICAS, a New York banking corporation, not in its individual capacity, but
solely as indenture trustee (herein, together with its successors in the trusts
thereunder as provided in the Master Indenture referred to below, the “Indenture Trustee”) under the Master
Indenture, dated as of September 25, 2003 (the “Indenture”),
between the Issuer and the Indenture Trustee, as amended by the Omnibus
Amendment No.1 to Securitization Documents, dated as of February 9, 2004,
among RFS Holding, L.L.C., RFS Funding Trust, the Issuer, Deutsche Bank Trust
Company Delaware, as trustee of RFS Funding Trust, RFS Holding, Inc., and
the Indenture Trustee, as further amended by the Second Amendment to Master
Indenture, dated as of June 17, 2004 between the Issuer and the Indenture
Trustee, as further amended by the Third Amendment to Master Indenture, dated
as of August 31, 2006 between the Issuer and the Indenture Trustee, as further
amended by the Fourth Amendment to Master Indenture, dated as of June 28,
2007 between the Issuer and the Indenture Trustee, as further amended by the
Fifth Amendment to Master Indenture, dated as of May 22, 2008, between the
Issuer and the Indenture Trustee, and as further amended by the Sixth Amendment
to Master Indenture, dated as of August 7, 2009, between the Issuer and
the Indenture Trustee (the Indenture, together with this Indenture Supplement,
the “Agreement”).


 


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


 


ARTICLE I

DEFINITIONS


 


SECTION 1.1.  Definitions.


 


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


 


(b)           Each capitalized
term defined herein relates only to Series 2010-2 and to no other
Series.  Whenever used in this Indenture
Supplement, the following words and phrases shall have the following meanings:


 


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


 


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


 


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


 

















 


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


 


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


 


“Agreement” is
defined in the preamble.


 


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


 


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


 


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


 


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


 


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


 


“Available Finance Charge
Collections” means, for any Monthly Period, an amount equal to the
sum of (a) the Investor Finance Charge Collections for such Monthly
Period, (b) the Series 


 


2

















 


2010-2 Excess Finance
Charge Collections for such Monthly Period, (c) Principal Accumulation
Investment Proceeds, if any, with respect to the related Transfer Date, (d) interest
and earnings on funds on deposit in the Reserve Account which will be deposited
into the Finance Charge Account on the related Payment Date to be treated as
Available Finance Charge Collections pursuant to Section 4.10(a),
and (e) amounts, if any, to be withdrawn from the Reserve Account which
will be deposited into the Finance Charge Account on the related Transfer Date
to be treated as Available Finance Charge Collections pursuant to Section 4.10(c).


 


“Available Principal
Collections” means, for any Monthly Period, an amount equal to the
sum of (a) the Investor Principal Collections for such Monthly Period, minus (b) the amount of Reallocated
Principal Collections with respect to such Monthly Period which pursuant to Section 4.7 are required to be applied
on the related Payment Date, plus (c) the sum of (i) any
Shared Principal Collections with respect to other Principal Sharing Series (including
any amounts on deposit in the Excess Funding Account that are allocated to Series 2010-2
for application as Shared Principal Collections), (ii) the aggregate
amount to be treated as Available Principal Collections pursuant to Sections
4.4(a)(vi), (vii) and (x), and (iii) during
an Early Amortization Event, the amount of Available Finance Charge Collections
used to pay principal on the Notes pursuant to Section 4.4(a)(xiii)
for the related Payment Date.


 


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


 


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


 


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


 


“Base Rate”
means, for any Monthly Period, the annualized percentage equivalent of a
fraction, the numerator of which is equal to the sum of (a) the Monthly
Interest, (b) the amount required to be paid pursuant to Section 4.4(a)(i) and
(c) the Noteholder Servicing Fee, each with respect to the related Payment
Date, and the denominator of which is the Collateral Amount plus


 


3
















 


amounts on deposit in the
Principal Accumulation Account, each as of the close of business on the last
day of such Monthly Period.


 


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


 


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


 


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


 


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


 


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


 


“Class A Note Initial
Principal Balance” means $250,000,000.


 


“Class A Note Interest
Rate” means a per annum rate of 4.47%.


 


“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 $40,000,000.


 


“Class B Note Interest
Rate” means 5.40% per annum.


 


“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.


 


4

















 


“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 $27,500,000.


 


“Class C Note Interest
Rate” means 6.47% per annum.


 


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


 


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


 


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


 


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


 


“Closing Date”
means April 7, 2010.


 


“Code”
means the Internal Revenue Code of 1986, as amended.


 


“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 2010-2
Noteholders (other than any principal payments made from funds on deposit in
the Spread Account), (ii) reductions in the Excess Collateral Amount due to
reductions in the Required Excess Collateral Amount, (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, $63,500,000; provided,
however, that if the Controlled
Accumulation Period Length is determined to be less than or more than five
months pursuant to Section 4.13, the
Controlled Accumulation Amount for each Payment Date with respect to the
Controlled Accumulation Period will be equal to (i) the initial Note Principal
Balance divided by (ii) the Controlled
Accumulation Period Length; provided, further, that the Controlled Accumulation
Amount for any Payment Date shall not exceed the Note Principal Balance minus
any amount already on deposit in the Principal Accumulation Account on such
Payment Date.


 


“Controlled Accumulation
Period” means, unless an Early Amortization Event shall have
occurred prior thereto, the period commencing at the opening of business on September
22, 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, 


 


6

















 


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.


 


“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.


 


“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 2010-2 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 2010-2 and each other outstanding Series previously or hereafter
specified in the related Indenture Supplement to be included in Group One.


 


“Indenture” is
defined in the preamble.


 


7

















 


“Indenture Trustee”
is defined in the preamble.


 


“Initial Collateral
Amount” means $333,333,334, 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 $15,833,334.


 


“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 2010-2 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 2010-2 pursuant to Section
4.3(b)(ii)  for such Monthly Period.


 


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


 


“Issuer” is
defined in the preamble.


 


“Minimum Free Equity
Percentage” means, for purposes of Series 2010-2, 4%; provided
that, at any time that GE Capital’s long-term unsecured debt is rated below Aa3
by Moody’s, the Minimum Free Equity Percentage shall be 7.0%.


 


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


 


8

















 


“Monthly Period”
means, as to the May 2010 Payment Date, the period beginning on the Closing
Date and ending on April 21, 2010, 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) 25.00% 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 on account of reductions to the Required Excess
Collateral Amount, but not less than zero;


 


(b)           the
lesser of (i) the Class B Required Amount and (ii) 13.00% 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 on account of reductions to the Required
Excess Collateral Amount, but not less than zero; and


 


(c)           the
lesser of (i) the Class C Required Amount and (ii) 4.75% 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 clauses (a)  and (b)  above) and (y) any
reduction to the Collateral Amount on account of reductions to the Required
Excess Collateral Amount, but not less than zero.


 


“Note Purchase Agreement” means the Note
Purchase Agreement, dated as of April 7, 2010, between the Transferor and GE
Capital, as initial Class B Noteholder and Class C Noteholder.


 


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


 


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


 


“Payment Date”
means May 17, 2010 and the 15th day of each calendar month thereafter, or if
such 15th day is not a Business Day, the next succeeding
Business Day.


 


9

















 


“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 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 June 2010 Payment Date,
the Excess Spread Percentage for the Monthly Period relating to such Payment
Date, (b) with respect to the July 2010 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 2010 Payment Date and (ii)
the Excess Spread Percentage for the Monthly Period relating to the July 2010
Payment Date and the denominator of which is two, and (c) with respect to the August
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.


 


“Rating Agency”
means each of Fitch and Moody’s.


 


“Rating Agency Condition” means, with respect to Series
2010-2 and any action, (i) that Moody’s shall have notified the Issuer in
writing that such action will not result in a reduction or withdrawal of the
rating, if any, of any outstanding Class with respect to which Moody’s is a
Rating Agency or (ii) with respect to any outstanding Class with respect to
which Fitch is a Rating Agency, 10 days’ prior written notice (or, if 10 days’
advance notice is impracticable, as much advance notice as is practicable) to
Fitch delivered electronically to notifications.abs@fitchratings.com.


 


10

















 


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


 


“Reassignment Amount” means, with respect to Series
2010-2, the Redemption Amount.


 


“Redemption Amount”
means, for any Transfer Date, after giving effect to any deposits and payments
otherwise to be made on the related Payment Date, the sum of (i) the Note
Principal Balance on the related Payment Date, (ii) Monthly Interest for the
related Payment Date and any Monthly Interest previously due but not
distributed to the Series 2010-2 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 2010-2 Noteholders on a prior
Payment Date.


 


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


 


“Required Excess Collateral Amount” means, at
any time, 4.75% 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, 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 2010-2.


 


“Required Spread Account
Amount” means, for the May 2010 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 2010-2 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).


 


11

















 


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


 


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


 


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


 


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


 


“Reset Date” means:


 


(a)           each Addition Date;


 


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


 


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


 


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


 


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


 


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


 


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


 


12

















 


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 2010-2, the March 2020 Payment Date.


 


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


 


“Series 2010-2”
means the Series of Notes the terms of which are specified in this Indenture
Supplement.


 


“Series 2010-2 Early
Amortization Event” is defined in Section
6.1.


 


“Series 2010-2
Excess Finance Charge Collections” means Excess Finance Charge Collections
allocated from other Series in Group One to Series 2010-2 pursuant to Section
8.6 of the Indenture.


 


“Series 2010-2 Note”
means a Class A Note, a Class B Note or a Class C Note.


 


“Series 2010-2 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.


 


“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
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


 


13
















 


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(c)(iii).


 


“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 2010-2.


 


ARTICLE II


CREATION OF THE SERIES
2010-2 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 2010-2” or the “Series 2010-2 Notes.”  The Series 2010-2 Notes shall be issued in
three Classes, known as the “Class A Series 2010-2
4.47% Asset Backed Notes,” the “Class B
Series 2010-2 5.40% Asset Backed Notes,” and the “Class C Series 2010-2 6.47% Asset Backed Notes.”


 


(b)           Series 2010-2
shall be included in Group One and shall be a Principal Sharing Series.  Series 2010-2 shall be an Excess Allocation Series
with respect to Group One only.  Series 2010-2
shall not be subordinated to any other Series.


 


(c)           The 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.


 


(a)           Neither the Class
B Notes nor the Class C Notes have 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 B Notes or 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 B Note or 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 B Notes and the Class C Notes may
not be sold, transferred, assigned, participated, pledged or otherwise disposed
of (any such act, a “Class B Note Transfer” and a “Class C Note Transfer,”
respectively) to any Person except in accordance with the provisions of this Section
2.2, and any attempted Class B Note Transfer or Class C Note Transfer in
violation of this Section 2.2 will be null and void.


 


14

















 


(c)           Each 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:


 


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.


 


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


 


15

















 


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


 


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


 


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


 


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 2010-2 Note, each purchaser and transferee shall be deemed
to represent and warrant that either (i) it is not (and for so long as it holds
such Series 2010-2 Note will not be), is not acting on behalf of (and for so
long as it holds such Series 2010-2 Note will not be acting on behalf of), and
is not investing the assets of a Benefit Plan or (ii) its acquisition,
continued holding and disposition of such Series 2010-2 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.


 


16

















 


ARTICLE IV


RIGHTS OF SERIES 2010-2
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 30
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); provided that the Class A Monthly Interest
for the May 2010 Payment Date shall equal $1,241,666.67.


 


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 30 and the denominator of
which is 360, (ii) the Class A Note Interest Rate in effect with respect to the
related Interest Period plus 2% per
annum and (iii) such Class A Deficiency Amount (or the portion thereof which
has not been paid to the Class A Noteholders) shall be payable as provided
herein with respect to the Class A Notes. 
Notwithstanding anything to the contrary herein, Class A Additional
Interest shall be payable or distributed to the Class A Noteholders only to the
extent permitted by applicable law.


 


(b)           The amount of
monthly interest (“Class B Monthly Interest”)
due and payable with respect to the Class B Notes on any Payment Date shall be
an amount equal to the product of (i) a fraction, the numerator of which is 30
and the denominator of which is 360, (ii) the Class B Note Interest Rate 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); provided that the Class B
Monthly Interest for the May 2010 Payment Date shall equal $240,000.00.


 


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 30 and the denominator of
which is 360, (ii) the Class B Note Interest Rate 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.


 


17

















 


(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 30
and the denominator of which is 360, (ii) the Class C Interest Rate 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); provided that the Class C
Monthly Interest for the May 2010 Payment Date shall equal $197,694.44.


 


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 30 and the denominator of
which is 360, (ii) the Class C Note Interest Rate 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.


 


(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 


 


18

















 


Indenture
Trustee on behalf of the Noteholders and, except as may be expressly provided
herein to the contrary, in order to perfect the security interest of the
Indenture Trustee on behalf of the Noteholders under the UCC, the Indenture
Trustee on behalf of the Noteholders shall have the power to direct disposition
of the funds in the Series Accounts without further consent by the Issuer; provided
however, that prior to the delivery by the Indenture Trustee on behalf
of the Noteholders of notice otherwise, the Issuer shall have the right to
direct the disposition of funds in the Series Accounts; provided  further
that the Indenture Trustee on behalf of the Noteholders agrees that it will not
deliver such notice or exercise its power to direct disposition of the funds in
the Series Accounts unless an Event of Default has occurred and is continuing.


 


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


 


SECTION
4.3.  Calculations and Series Allocations.


 


(a)           Allocations.  Finance Charge Collections, Principal
Collections and Charged-Off Receivables allocated to Series 2010-2 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 the Originator 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 2010-2 pursuant to Section 8.5 of the Indenture)).


 


(b)           Allocations to
the Series 2010-2 Noteholders.  The Issuer shall on each Date of Processing,
allocate to the Series 2010-2 Noteholders the following amounts as set forth
below:


 


(i)            Allocations of Finance
Charge Collections.  The
Issuer shall allocate to the Series 2010-2 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 


 


19

















 


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 the Originator is not the Servicer, the Noteholder Servicing Fee (and if the
Originator 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 Transfer 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.


 


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
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 2010-2 Noteholders the following amounts as set
forth below:


 


20

















 


(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 2010-2 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 2010-2 Noteholders pursuant to this Section 4.3(b)(ii)  are paid to
Transferor, the Issuer shall cause Transferor to make an amount equal to the
Reallocated Principal Collections for the related Transfer Date available on
that Transfer Date for application in accordance with Section 4.7.


 


(y)           Allocations During the
Controlled Accumulation Period.  During the
Controlled Accumulation Period an amount equal to the product of the Allocation
Percentage and the aggregate amount of Principal Collections processed on such
Date of Processing (the product for any such date is hereinafter referred to as
a “Percentage Allocation”) shall be
allocated to the Series 2010-2 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 2010-2 Noteholders and transferred
to the Principal Account until applied as 


 


21

















 


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 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 each Payment
Date, an amount equal to the Available Finance Charge Collections with respect
to the related Payment Date will be paid or deposited in the following
priority:


 


(i)            to pay, on a pari passu
basis, the following amounts, to the extent allocated to Series 2010-2 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;


 


22

















 


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


 


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


 


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


 


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


 


(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 2010-2 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


 


23
















 


(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 2010-2 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 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 each
Transfer Date or Payment Date, as applicable, with respect to the Controlled
Accumulation Period or the Early Amortization Period, an amount equal to the
Available Principal Collections for the related Monthly Period shall be paid or
deposited in the following order of priority:


 


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


 


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


 


(iii)                               in the case of
each of the Controlled Accumulation Period and the Early Amortization Period,
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.  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.


 


24

















 


(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.


 


SECTION 4.5.  Distributions.


 


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


 


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


 


(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 2010-2
Noteholder (at such Noteholder’s address as it appears in the Note Register),
except that for any Series 2010-2 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 2010-2 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 


 


25

















 


and any Investor Uncovered
Dilution Amount for the preceding Monthly Period exceeds the amount of
Available Finance Charge Collections allocated with respect thereto pursuant to
Section 4.4(a)(vi) with
respect to such Transfer Date, the Collateral Amount will be reduced (but not
below zero) by the amount of such excess (such reduction, an “Investor Charge-Off”).


 


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


 


SECTION 4.8.  Excess Finance Charge Collections.  Series 2010-2 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 for any Transfer Date will be allocated to Series 2010-2
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 Payment Date and (y) a fraction, the numerator of which
is the Finance Charge Shortfall for Series 2010-2 for such Payment Date
and the denominator of which is the aggregate amount of Finance Charge
Shortfalls for all the Excess Allocation Series in Group One for such Payment
Date.  The “Finance
Charge Shortfall” for Series 2010-2 for any Payment Date 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) on such Payment Date over (b) the Available Finance Charge
Collections with respect to such Payment Date (excluding any portion thereof
attributable to Excess Finance Charge Collections).


 


SECTION 4.9.  Shared Principal Collections.  Subject to Section 8.5
of the Indenture, Shared Principal Collections allocable to Series 2010-2
on any Transfer Date will be equal to the product of (x) the aggregate
amount of Shared Principal Collections with respect to all Principal Sharing Series for
such Transfer Date and (y) a fraction, the numerator of which is the
Principal Shortfall for Series 2010-2 for such Transfer Date and the
denominator of which is the aggregate amount of Principal Shortfalls for all
the Series which are Principal Sharing Series for such Transfer
Date.  The “Principal
Shortfall” for Series 2010-2 will be equal to (a) for any
Transfer Date with respect to the Revolving Period or any Transfer Date during
the Early Amortization Period prior to the Transfer Date relating to the
earlier of (i) the Expected Principal Payment Date and (ii) the date
on which all outstanding Series are in early amortization periods, zero, (b) for
any Transfer Date with respect to the Controlled Accumulation Period, the
excess, if any, of the Controlled Deposit Amount with respect to such Transfer Date
over the amount of Available Principal
Collections for such Transfer Date (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 Transfer Date relating to any Payment Date on or after the
earlier of (i) 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 


 


26

















 


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


 


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


 


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


 


(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 2010-2 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 


 


27

















 


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 2010-2
that has resulted in the acceleration of the Series 2010-2 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 2010-2
Notes in the following order of priority until all amounts owed to such
Noteholders have been paid in full: (i) the Class C Noteholders, (ii) the
Class A Noteholders and (iii) the Class B Noteholders.


 


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


 


(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 immediately preceding 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 


 


28

















 


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 2010-2
Notes has been accelerated as a result of an Event of Default, all Investment
Earnings shall be added to the balance on deposit in the Spread Account and
treated like the rest of the Available Spread Account Amount.


 


SECTION 4.13.  Controlled Accumulation Period.  The Controlled Accumulation Period is
scheduled to commence at the beginning of business on September 22, 2016; provided that if the Controlled Accumulation
Period Length (determined as described below) on any Determination Date is less
than or more than the number of months in the scheduled Controlled Accumulation
Period, upon written notice to the Indenture Trustee, with a copy to each
Rating Agency, the Issuer shall either postpone or accelerate, as applicable,
the date on which the Controlled Accumulation Period actually commences, so
that, as a result, the number of Monthly Periods in the Controlled Accumulation
Period will equal the Controlled Accumulation Period Length; provided
that the length of the Controlled Accumulation Period will not be less than one
month.  The “Controlled
Accumulation Period Length” will mean a number of whole months such
that the amount available for payment of principal on the Notes on the Expected
Principal Payment Date is expected to equal or exceed the Note Principal
Balance, assuming for this purpose that (1) the payment rate with respect
to Principal Collections remains constant at the lowest level of such payment
rate during the twelve preceding Monthly Periods, (2) the total amount of
Principal Receivables in the Trust (and the principal amount on deposit in the
Excess Funding Account, if any) remains constant at the level on such date of
determination, (3) no Early Amortization Event with respect to any Series will
subsequently occur and (4) no additional Series (other than any Series being
issued on such date of determination) will be subsequently issued.  Any notice by Issuer modifying the commencement
of the Controlled Accumulation Period pursuant to this Section 4.13 shall specify (i) the
Controlled Accumulation Period Length, (ii) the commencement date of the
Controlled Accumulation Period and (iii) the Controlled Accumulation
Amount with respect to each Monthly Period during the Controlled Accumulation
Period.


 


SECTION 4.14.  [Reserved].


 


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.


 


29

















 


ARTICLE
V

DELIVERY OF SERIES 2010-2 NOTES;

REPORTS TO SERIES 2010-2 NOTEHOLDERS


 


SECTION 5.1.  Delivery and Payment for the Series 2010-2
Notes.


 


The Issuer shall execute and issue, and the Indenture
Trustee shall authenticate, the Series 2010-2 Notes in accordance with Section 2.2 of the Indenture.  The Indenture Trustee shall deliver the Series 2010-2
Notes to or upon the written order of the Issuer when so authenticated.


 


SECTION 5.2.  Reports and
Statements to Series 2010-2 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.  On each Payment Date, the
Issuer shall forward to each Series 2010-2 Noteholder a statement
substantially in the form of Exhibit B.


 


(b)                                 A copy of each
statement or certificate provided pursuant to Section 5.2(a) may
be obtained by any Series 2010-2 Noteholder by a request in writing to the
Issuer.


 


(c)                                  On or before January 31
of each calendar year, beginning with January 31, 2011, the Issuer shall
furnish or cause to be furnished to each Person who at any time during the
preceding calendar year was a Series 2010-2 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 2010-2 EARLY AMORTIZATION EVENTS


 


SECTION 6.1.  Series 2010-2 Early Amortization
Events.  If any one of the following
events shall occur with respect to the Series 2010-2 Notes:


 


(a)                                  (i) 
failure on the part of Transferor to make any payment or deposit required to be
made by it by the terms of the Trust Receivables Purchase Agreement or the
Transfer Agreement on or before the date occurring five (5) Business Days
after the date such payment or deposit is required to be made therein or herein
or (ii) failure of the Transferor duly to observe or perform in any
material respect any other of its covenants or agreements set forth in the
Trust Receivables Purchase Agreement or the Transfer Agreement which failure
has a material adverse effect on the Series 2010-2 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 


 


30

















 


been
given to the Transferor by the Indenture Trustee, or to the Transferor and the
Indenture Trustee by any Noteholder of the Series 2010-2 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 2010-2 Notes and as a result of which the
interests of the Series 2010-2 Noteholders are materially and adversely
affected for such period; provided, however, that a Series 2010-2 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 2010 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 2010 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 2010 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 2010-2
and acceleration of the maturity of the Series 2010-2 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 2010-2 Notes evidencing more than 50% of the aggregate
unpaid principal amount of Series 2010-2 Notes by notice then given in
writing to the Issuer (and to the Indenture Trustee if given by the Series 2010-2
Noteholders) may declare that a “Series Early Amortization Event” with
respect to Series 2010-2 (a “Series 2010-2
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



 


31

















 


Series 2010-2 Early Amortization Event shall
occur without any notice or other action on the part of the Indenture Trustee
or the Series 2010-2 Noteholders immediately upon the occurrence of such
event.


 


ARTICLE VII

REDEMPTION OF SERIES 2010-2 NOTES; FINAL
DISTRIBUTIONS; SERIES TERMINATION


 


SECTION 7.1.  Optional Redemption of Series 2010-2
Notes; Final Distributions.


 


(a)                                  On any day
occurring on or after the date on which the outstanding principal balance of
the Series 2010-2 Notes is reduced to 10% or less of the initial
outstanding principal balance of Series 2010-2 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 2010-2 shall be reduced to
zero and the Series 2010-2 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 2010-2 in
connection with a reassignment of Transferred Receivables to the Transferor
pursuant to Section 6.1(e) 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 2010-2 in connection with a
repurchase of the Notes pursuant to Section 10.1
of the Trust Agreement shall not be less than the Redemption Amount for the
Payment Date of such repurchase.


 


(d)                                 With respect to
(i) the Redemption Amount deposited into the Distribution Account pursuant
to Section 7.1 or (ii) the
proceeds of any sale of Transferred Receivables pursuant to Section 5.3 of the Indenture with
respect to Series 2010-2, 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 


 


32

















 


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 2010-2 Notes shall be due and payable.


 


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 2010-2 Noteholders shall be the only
Noteholders whose vote shall be required.


 


SECTION 8.2.  Form of Delivery of the Series 2010-2
Notes.  The Class A Notes, shall
be Book-Entry Notes and shall be delivered as provided in Sections 2.1 and 2.2 of the Indenture.  The Class B Notes and Class C Notes
shall be Definitive Notes and shall be registered in the Note Register in the
name of the initial purchasers of such Notes identified in the Note Purchase
Agreement.


 


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.


 


33
















 


SECTION
8.4.  GOVERNING LAW.  (a) THIS AGREEMENT 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 AGREEMENT
OR TO ANY MATTER ARISING OUT OF OR RELATING TO THIS AGREEMENT;  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 AGREEMENT 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.


 


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, 


 


34

















 


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 Agreement 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 Agreement 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. 
Notices, if any, required to be delivered to the Rating Agencies by the
Issuer, the Indenture Trustee or the Trustee shall be sent to the following
addresses, it being understood that delivery of any such notices via
email to the below email addresses or such other email addresses as may be
provided by the Rating Agencies shall be sufficient for purposes of this
Indenture Supplement and the other Related Documents:


 


Fitch Ratings


ABS


One State Street Plaza


New York, NY 10004


Facsimile: (212) 514-9879


Email: notifications.abs@fitchratings.com


 


Moody’s Rating Service


7 World Trade Center at
250 Greenwich Street


24th Floor


New York, New York 10007


Facsimile: (212) 298-6742


Email: Matias.Langer@moodys.com


 


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 


 


35

















 


its request from time to
time such identifying information and documentation as may be available for
such party in order to enable the Indenture Trustee to comply with applicable
law.


 


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


 


SECTION
8.10.  Deemed Consent.  The Series 2010-2 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]


 


36

















 


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/
  Kris K. Gullo

  
	
   

  	
   

  	
  Name:
  Kris 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/
  Mark DiGiacomo

  
	
   

  	
   

  	
  Name:
  Mark DiGiacomo

  
	
   

  	
   

  	
  Title: Assistant Vice President

  



 


Indenture
Supplement


Series
2010-2


 


S-1

















 


EXHIBIT A-1


FORM OF CLASS A SERIES 2010-2 4.47% 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 ANYWAY LIMIT THE NOTEHOLDER’S RIGHTS TO PURSUE ANY OTHER
CREDITOR RIGHTS OR REMEDIES THAT THE NOTEHOLDERS MAY HAVE FOR CLAIMS AGAINST
THE ISSUER.


 


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


 


THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE OF THIS
NOTE, AND EACH HOLDER OF A BENEFICIAL INTEREST THEREIN, SHALL BE DEEMED TO
REPRESENT AND WARRANT THAT EITHER (I) SUCH HOLDER IS NOT (AND FOR SO LONG AS IT
HOLDS SUCH NOTE WILL NOT BE), IS NOT ACTING ON BEHALF OF (AND FOR SO LONG AS IT
HOLDS SUCH NOTE WILL NOT BE ACTING ON BEHALF OF), AND IS NOT INVESTING THE
ASSETS OF (A) AN “EMPLOYEE BENEFIT PLAN” (AS DEFINED IN SECTION 3(3) OF THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”)) THAT IS
SUBJECT TO TITLE I OF ERISA, (B) A “PLAN” (AS DEFINED IN SECTION 4975 OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”)) THAT IS SUBJECT TO SECTION
4975 OF THE CODE, (C) AN ENTITY WHOSE UNDERLYING ASSETS ARE DEEMED TO BE 


 


Exhibit A-1 (Page 1)

















 


PLAN ASSETS OF A PLAN
DESCRIBED IN (A) OR (B) ABOVE OR (D) A GOVERNMENTAL PLAN, CHURCH PLAN OR
NON-U.S. PLAN THAT IS SUBJECT TO ANY APPLICABLE LAW THAT IS SUBSTANTIALLY
SIMILAR TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF ERISA OR SECTION 4975 OF
THE CODE (“SIMILAR LAW”) OR (II) ITS ACQUISITION, CONTINUED HOLDING AND
DISPOSITION OF THIS NOTE WILL NOT RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION
UNDER ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION OF ANY SIMILAR LAW.


 


Exhibit A-1 (Page 2)
















 


	
  REGISTERED
  

  	
   

  	
  $                                           

  
	
  No. R-

  	
   

  	
  CUSIP NO.              

  



 


GE CAPITAL CREDIT CARD


MASTER NOTE TRUST SERIES 2010-2


 


CLASS A SERIES 2010-2 4.47% ASSET BACKED NOTE


 


GE Capital Credit Card Master Note Trust (herein
referred to as the “Issuer” or the “Trust”), a Delaware statutory trust
governed by a Trust Agreement dated as of September 25, 2003, for value
received, hereby promises to pay to Cede & Co., or registered assigns,
subject to the following provisions, the principal sum of                                   
DOLLARS, or such greater or lesser amount as determined in accordance with the
Indenture, on the 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 of twelve 30-day months.  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 2010-2


 


CLASS A SERIES 2010-2 4.47% 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 2010-2 (the “Series 2010-2
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 7, 2010 (the “Indenture Supplement”), and representing the
right to receive certain payments from the Issuer.  The term “Indenture,” unless the context
otherwise requires, refers to the Master Indenture as supplemented by the
Indenture Supplement.  The Notes are
subject to all of the terms of the Indenture. 
All terms used in this Note that are defined in the Indenture shall have
the meanings assigned to them in or pursuant to the Indenture.  In the event of any conflict or inconsistency
between the Indenture and this Note, the Indenture shall control.


 


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


 


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


 


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


 


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


 


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


 


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


 


Exhibit A-1 (Page 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 2010-2 5.40% ASSET
BACKED NOTE


 


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 ANYWAY 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, 


 


Exhibit A-2 (Page 1)

















 


STATE, AND LOCAL INCOME AND
FRANCHISE TAX LAW AND FOR PURPOSES OF ANY OTHER TAX IMPOSED ON, OR MEASURED BY,
INCOME.


 


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


 


Exhibit A-2 (Page 2)
















 


	
  REGISTERED

  	
  $                                                                

  
	
  No. R-

  	
  CUSIP NO.                             

  



 


GE CAPITAL CREDIT CARD

MASTER NOTE TRUST SERIES 2010-2




CLASS B SERIES 2010-2 5.40% 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
                        ,
or registered assigns, subject to the following provisions, the principal sum
of                
DOLLARS, or such greater or lesser amount as determined in accordance with the
Indenture, on the 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 of twelve 30-day months.  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 2010-2


 


CLASS B SERIES 2010-2 5.40% 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 2010-2 (the “Series 2010-2
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 7, 2010 (the “Indenture Supplement”), and representing the
right to receive certain payments from the Issuer.  The term “Indenture,” unless the context
otherwise requires, refers to the Master Indenture as supplemented by the
Indenture Supplement.  The Notes are
subject to all of the terms of the Indenture. 
All terms used in this Note that are defined in the Indenture shall have
the meanings assigned to them in or pursuant to the Indenture.  In the event of any conflict or inconsistency
between the Indenture and this Note, the Indenture shall control.


 


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


 


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


 


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


 


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


 


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


 


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


 


Exhibit A-2 (Page 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 2010-2 6.47% ASSET
BACKED NOTE


 


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 ANYWAY LIMIT THE NOTEHOLDER’S RIGHTS TO PURSUE ANY OTHER
CREDITOR RIGHTS OR REMEDIES THAT THE NOTEHOLDERS MAY HAVE FOR CLAIMS AGAINST
THE ISSUER.


 


THE HOLDER OF THIS CLASS C
NOTE, BY ACCEPTANCE OF THIS NOTE, AND EACH HOLDER OF A BENEFICIAL INTEREST
THEREIN, AGREE TO TREAT THE 


 


Exhibit A-3 (Page 1)

















 


CLASS C NOTES AS
INDEBTEDNESS OF THE ISSUER FOR APPLICABLE FEDERAL, STATE, AND LOCAL INCOME AND
FRANCHISE TAX LAW AND FOR PURPOSES OF ANY OTHER TAX IMPOSED ON, OR MEASURED BY,
INCOME.


 


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


 


Exhibit A-3 (Page 2)
















 




	
  REGISTERED

  	
   

  	
  $

  
	
  No. R-

  	
   

  	
  CUSIP NO.

  






 


GE CAPITAL CREDIT CARD

MASTER NOTE TRUST SERIES 2010-2


 


CLASS C SERIES 2010-2 6.47% 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
                ,
or registered assigns, subject to the following provisions, the principal sum
of                   
DOLLARS, or such greater or lesser amount as determined in accordance with the
Indenture, on the 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 of twelve 30-day months.  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 2010-2


 


CLASS C SERIES 2010-2 6.47% 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 2010-2 (the “Series 2010-2
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 7, 2010 (the “Indenture Supplement”), and representing the
right to receive certain payments from the Issuer.  The term “Indenture,” unless the context otherwise
requires, refers to the Master Indenture as supplemented by the Indenture
Supplement.  The Notes are subject to all
of the terms of the Indenture.  All terms
used in this Note that are defined in the Indenture shall have the meanings
assigned to them in or pursuant to the Indenture.  In the event of any conflict or inconsistency
between the Indenture and this Note, the Indenture shall control.


 


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


 


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


 


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


 


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


 


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


 


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


 


Exhibit A-3 (Page 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 2010-2


Class A 4.47% Notes


Class B 5.40% Notes


Class C 6.47% 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 2010-2 Indenture Supplement
(the “Indenture Supplement”), dated as of April 7, 2010, 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 2010-2 Noteholders and the performance of the
Trust during the previous month.  The
information required to be prepared with respect to the Payment Date of [  · 
], 20[  · 
], and with respect to the performance of the Trust during the Monthly
Period ended [  · 
], 20[  ·  ]
is set forth below.  Capitalized terms
used herein are defined in the Indenture and the Indenture Supplement. The
Discount Percentage (as defined in the Transfer Agreement) remains at 0% for
all the Receivables in the Trust until otherwise indicated.  The undersigned, an Authorized Officer of the
Servicer, does hereby certify as follows:


 


	
  Record Date:

  	
  [
  · ], 20[ · ]

  
	
  Monthly Period Beginning:

  	
  [
  · ], 20[ · ]

  
	
  Monthly Period Ending:

  	
  [
  · ], 20[ · ]

  
	
  Previous Payment Date:

  	
  [
  · ], 20[ · ]

  
	
  Payment Date:

  	
  [
  · ], 20[ · ]

  
	
  Interest Period Beginning:

  	
  [
  · ], 20[ · ]

  
	
  Interest Period Ending:

  	
  [
  · ], 20[ · ]

  
	
  Days in Monthly Period:

  	
  [
  · ]

  
	
  Days in Interest Period:

  	
  [
  · ]

  
	
  Is there a Reset Date?

  	
  [No][Yes]

  



 


I.              Trust
Receivables Information


 


a.     Number of Accounts Beginning


b.     Number of Accounts Ending


c.     Average Account Balance (q /
b)


d.     BOP Principal Receivables


e.     BOP Finance Charge
Receivables


 


Exhibit B (Page 1)

















 


f.      BOP Total Receivables


g.     Increase in Principal
Receivables from Additional Accounts


h.     Increase in Principal
Activity on Existing Securitized Accounts


i.      Increase in Finance Charge
Receivables from Additional Accounts


j.      Increase in Finance Charge
Activity on Existing Securitized Accounts


k.     Increase in Total
Receivables


l.      Decrease in Principal
Receivables due to Account Removal


m.    Decrease in Principal
Activity on Existing Securitized Accounts


n.     Decrease in Finance Charge
Receivables due to Account Removal


o.     Decrease in Finance Charge
Activity on Existing Securitized Accounts


p.     Decrease in Total
Receivables


q.     EOP Aggregate Principal
Receivables


r.      EOP Finance Charge
Receivables


s.     EOP Total Receivables


t.      Excess Funding Account
Balance


u.     Required Principal Balance


v.     Minimum Free Equity Amount
(EOP Aggregate Principal Receivables * 7.0%)


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 2010-2

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  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 2010-2 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 2010-2


 


c.     Finance Charge Shortfall for
all Series in Group One


 


d.     Excess Finance Charges
Collections Allocated to Series 2010-2


 


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 2010-2)


vii.   Series Principal
Shortfall


 


Exhibit B (Page 9)

















 


viii.  Shared Principal Collections
allocated to this Series from other Series


 


XIII.        Series 2010-2 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 2010-2 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)