EX-10.1



 Exhibit 10.1 

Execution Version 

MASTER AGREEMENT 
 AMONG 

GENERAL ELECTRIC CAPITAL CORPORATION, 

SYNCHRONY FINANCIAL, 
 AND 

SOLELY FOR PURPOSES OF CERTAIN SECTIONS AND ARTICLES SET FORTH HEREIN 

GENERAL ELECTRIC COMPANY 
 Dated
July 30, 2014 







 Table of Contents 

 

									
	 	 	 	 	 	  	Page	 
	ARTICLE I	 		 	DEFINITIONS	  	 	2	  
			
	 1.1
	 	Certain Definitions	  	 	2	  
	 1.2
	 	Other Terms	  	 	13	  
				
	ARTICLE II	 		 	THE SEPARATION	  	 	15	  
			
	 2.1
	 	Transfer of Assets; Assumption of Liabilities; Consideration	  	 	15	  
	 2.2
	 	Company Assets	  	 	16	  
	 2.3
	 	Company Liabilities	  	 	17	  
	 2.4
	 	Termination of Agreements	  	 	18	  
	 2.5
	 	DISCLAIMER OF REPRESENTATIONS AND WARRANTIES	  	 	19	  
	 2.6
	 	Governmental Approvals and Consents	  	 	20	  
	 2.7
	 	Novation of Assumed Company Liabilities	  	 	21	  
	 2.8
	 	Novation of Liabilities other than Company Liabilities	  	 	21	  
				
	ARTICLE III	 		 	THE INITIAL PUBLIC OFFERING AND ACTIONS PENDING THE INITIAL PUBLIC OFFERING; OTHER TRANSACTIONS	  	 	22	  
			
	 3.1
	 	The Initial Public Offering	  	 	22	  
	 3.2
	 	The Distribution or Other Disposition	  	 	22	  
				
	ARTICLE IV	 		 	INTERCOMPANY TRANSACTIONS AS OF THE CLOSING DATE	  	 	23	  
			
	 4.1
	 	Time and Place of Closing	  	 	23	  
	 4.2
	 	Closing Transactions	  	 	23	  
	 4.3
	 	Amended and Restated Certificates of Incorporation and Amended and Restated Bylaws	  	 	24	  
	 4.4
	 	Transfers of Assets and Assumption of Liabilities	  	 	24	  
	 4.5
	 	Transfer of Excluded Assets; Assumption of Excluded Liabilities	  	 	24	  
	 4.6
	 	Tax Matters	  	 	26	  
				
	ARTICLE V	 		 	FINANCIAL AND OTHER INFORMATION	  	 	26	  
			
	 5.1
	 	Annual Financial Information	  	 	26	  
	 5.2
	 	Quarterly Financial Information	  	 	27	  
	 5.3
	 	GECC’s Operating Reviews	  	 	28	  
	 5.4
	 	General Financial Statement Requirements	  	 	29	  
	 5.5
	 	Twenty-Percent Threshold	  	 	29	  
	 5.6
	 	GE Public Filings	  	 	32	  
	 5.7
	 	GE Annual Statements	  	 	32	  
	 5.8
	 	Fifty-Percent Threshold	  	 	33	  
	 5.9
	 	Accountants’ Reports	  	 	34	  
	 5.10
	 	Regulatory Requirements and Information	  	 	34	  
	 5.11
	 	Agreement for Exchange of Information; Archives	  	 	36	  
	 5.12
	 	Ownership of Information	  	 	37	  


  
 i 









 Table of Contents 

(Continued) 
  


									
	 	 	 	  	Page	 
	 5.13
	 	Compensation for Providing Information	  	 	37	  
	 5.14
	 	Record Retention	  	 	38	  
	 5.15
	 	Liability	  	 	38	  
	 5.16
	 	Other Agreements Providing for Exchange of Information	  	 	38	  
	 5.17
	 	Production of Witnesses; Records; Cooperation	  	 	38	  
	 5.18
	 	Privilege	  	 	39	  
	 5.19
	 	Reasonable	  	 	39	  
				
	ARTICLE VI	 		  	RELEASE; INDEMNIFICATION	  	 	40	  
			
	 6.1
	 	Release of Pre-Closing Claims	  	 	40	  
	 6.2
	 	General Indemnification by the Company	  	 	42	  
	 6.3
	 	General Indemnification by GECC	  	 	43	  
	 6.4
	 	Registration Statement Indemnification	  	 	43	  
	 6.5
	 	Contribution	  	 	44	  
	 6.6
	 	Indemnification Obligations Net of Insurance Proceeds and Other Amounts, On an After-Tax Basis	  	 	45	  
	 6.7
	 	Procedures for Indemnification of Third-Party Claims	  	 	45	  
	 6.8
	 	Additional Matters	  	 	47	  
	 6.9
	 	Remedies Cumulative; Limitations of Liability	  	 	48	  
	 6.10
	 	Survival of Indemnities	  	 	48	  
				
	ARTICLE VII	 		  	OTHER AGREEMENTS	  	 	48	  
			
	 7.1
	 	Further Assurances	  	 	48	  
	 7.2
	 	Confidentiality	  	 	49	  
	 7.3
	 	Insurance Matters	  	 	51	  
	 7.4
	 	Allocation of Costs and Expenses	  	 	53	  
	 7.5
	 	Covenants Against Taking Certain Actions Affecting the GE Group	  	 	53	  
	 7.6
	 	No Violations	  	 	55	  
	 7.7
	 	Litigation and Settlement Cooperation	  	 	55	  
	 7.8
	 	[Reserved]	  	 	56	  
	 7.9
	 	Future Intercompany Transactions	  	 	56	  
	 7.10
	 	Use of GE Name and Marks	  	 	56	  
	 7.11
	 	Further Action Regarding Intellectual Property	  	 	56	  
	 7.12
	 	Company Financing	  	 	57	  
	 7.13
	 	GE Policies	  	 	57	  
	 7.14
	 	Credit Support and Other Arrangements	  	 	59	  
	 7.15
	 	Non-Compete	  	 	60	  
				
	ARTICLE VIII	 		  	CORPORATE GOVERNANCE MATTERS	  	 	61	  
			
	 8.1
	 	Approval Rights	  	 	61	  
	 8.2
	 	Director Nomination Rights	  	 	63	  
	 8.3
	 	Committees of the Board	  	 	64	  


  
 ii 









 Table of Contents 

(Continued) 
  


									
	 	 	 	  	Page	 
	 8.4
	 	Meetings of the Board	  	 	65	  
	 8.5
	 	Bank Board	  	 	65	  
	 8.6
	 	Compliance with Organizational Documents	  	 	65	  
				
	ARTICLE IX	 		  	DISPUTE RESOLUTION	  	 	66	  
			
	 9.1
	 	General Provisions	  	 	66	  
	 9.2
	 	Consideration by Senior Executives	  	 	67	  
	 9.3
	 	Mediation	  	 	67	  
	 9.4
	 	Arbitration	  	 	67	  
				
	ARTICLE X	 		  	MISCELLANEOUS	  	 	68	  
			
	 10.1
	 	Corporate Power; Fiduciary Duty	  	 	68	  
	 10.2
	 	Governing Law	  	 	69	  
	 10.3
	 	Survival of Covenants	  	 	69	  
	 10.4
	 	Force Majeure	  	 	69	  
	 10.5
	 	Notices	  	 	69	  
	 10.6
	 	Severability	  	 	70	  
	 10.7
	 	Entire Agreement	  	 	70	  
	 10.8
	 	Assignment; No Third-Party Beneficiaries	  	 	70	  
	 10.9
	 	Public Announcements	  	 	70	  
	 10.10
	 	Amendment	  	 	71	  
	 10.11
	 	Rules of Construction	  	 	71	  
	 10.12
	 	Counterparts	  	 	71	  


  
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 EXHIBITS 
  

	A	Form of Transitional Services Agreement 


	B	Form of Registration Rights Agreement 


	C	Form of Tax Sharing and Separation Agreement 


	D	Form of Employee Matters Agreement 


	E	Form of Transitional Trademark License Agreement 


	F	Form of Intellectual Property Cross License Agreement 


	G	Form of Amended and Restated Certificate of Incorporation 


	H	Form of Amended and Restated Bylaws 


	I	Form of Company Term Loan Agreement 


	J	Form of GECC Term Loan Agreement 


	K	Form of MNT Subservicing Agreement 

 SCHEDULES 

 

					
	Schedule 1.1(a)	 	—	  	Supply and Vendor Contracts
	Schedule 1.1(d)	 	—	  	Company Contracts
	Schedule 2.2(a)(i)	 	—	  	Company Assets
	Schedule 2.2(a)(ii)(B)	 	—	  	Capital Stock of Subsidiaries
	Schedule 2.2(a)(iii)	 	—	  	Intellectual Property and Software
	Schedule 2.2(b)(i)	 	—	  	Excluded Assets
	Schedule 2.2(b)(ii)	 	—	  	Excluded Contracts
	Schedule 2.3(a)(i)	 	—	  	Company Liabilities
	Schedule 2.4(b)(ii)	 	—	  	Continuing Agreements
	Schedule 2.4(b)(iii)	 	—	  	Guarantees
	Schedule 2.4(b)(iv)	 	—	  	Continuing Agreements
	Schedule 5.1	 	—	  	Annual Corporate Reporting Data
	Schedule 5.2	 	—	  	Quarterly Corporate Reporting Data
	Schedule 5.3	 	—	  	FP&A Reports
	Schedule 5.10(a)	 	—	  	Regulatory Requirements and Information
	Schedule 6.2(d)	 	—	  	Transaction Documents – Company Indemnification
	Schedule 6.3(c)	 	—	  	Transaction Documents – GECC Indemnification
	Schedule 7.3	 	—	  	Company Insurance Arrangements
	Schedule 7.5(b)	 	—	  	GECC Contracts
	Schedule 7.5(c)	 	—	  	Affiliate Contracts
	Schedule 7.7	 	—	  	Litigation and Settlement Cooperation
	Schedule 7.13	 	—	  	GE Policies
	Schedule 9.1	 	—	  	Transaction Documents – Dispute Resolution


  
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 MASTER AGREEMENT 

MASTER AGREEMENT, dated July 30, 2014 (this “Agreement”), among General Electric Capital Corporation, a Delaware
corporation (“GECC”), General Electric Company, a New York corporation (“GE”) (solely for purposes of the GE Executory Sections), and Synchrony Financial, a Delaware corporation (the “Company”). Certain
terms used in this Agreement are defined in Section 1.1. 
 W I T N E S S E T H: 

WHEREAS, the Company is a direct, wholly-owned Subsidiary of GE Consumer Finance Inc., a Delaware corporation (“GECFI”) which
is a direct, wholly-owned Subsidiary of GECC; 
 WHEREAS, the boards of directors of GE, GECC and GECFI have approved the separation of the
Company Group into a separate business (the “Separation”); 
 WHEREAS, during the period from April 1, 2013 to
September 30, 2013, as part of a regulatory restructuring, the Company acquired substantially all of the assets and operations of GE’s North American retail finance business, including all of the Stock of GE Capital Retail Bank (the
“Corporate Reorganization”); 
 WHEREAS, since September 30, 2013, the Company has acquired additional assets of
GE’s North American retail finance business; 
 WHEREAS, the boards of directors of GECC, GECFI and the Company have approved the
acquisition of all Company Assets not previously transferred in the Corporate Reorganization (or otherwise) by the Company and its Subsidiaries and the assumption of the Company Liabilities not previously assumed, all as more fully described in this
Agreement and the Transaction Documents; 
 WHEREAS, the boards of directors of GECC and GECFI have further determined it is appropriate and
advisable, on the terms and conditions contemplated hereby, to cause the Company to offer and sell for its own account in the Initial Public Offering a limited number of shares of Company Common Stock; 

WHEREAS, after the Initial Public Offering, (i) GECC may transfer shares of GECFI Stock to GE and GECFI may transfer shares of Company
Common Stock to GE (or such other permitted transferees) and (ii) GE may transfer shares of Company Common Stock to holders of shares of GE Common Stock by means of one or more distributions by GE to holders of GE Common Stock of shares of
Company Common Stock, one or more offers to holders of GE Common Stock to exchange their GE Common Stock for shares of Company Common Stock, or any combination thereof (the “Distribution”). Alternatively, GECFI may effect a
disposition of its Company Common Stock pursuant to one or more public or private offerings or other similar transactions (“Other Disposition”) or GECFI (or other permitted transferees) may continue to hold its interest in shares of
Company Common Stock; 







 WHEREAS, for U.S. federal income tax purposes, the Distribution, if effected, is intended to
qualify as a tax-free split-off under Section 355 of the Code; and 
 WHEREAS, it is appropriate and desirable to set forth the
principal corporate transactions required to effect the Separation and certain other agreements that will, following the consummation of the Initial Public Offering, govern certain matters relating to the Separation, the Distribution or Other
Disposition and the relationship of GE, GECC, the Company and their respective Subsidiaries. 
 NOW, THEREFORE, in consideration of the
premises and the covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Parties hereby agree as follows:

 ARTICLE I 
 DEFINITIONS 

1.1 Certain Definitions. For purposes of this Agreement, the following terms shall have the meanings specified in this
Section 1.1: 
 “Action” means any demand, action, claim, dispute, suit, countersuit, arbitration, inquiry,
proceeding or investigation by or before any federal, state, local, foreign or international Governmental Authority or any arbitration or mediation tribunal. 

“Affiliate” (and, with a correlative meaning, “affiliated”) means, with respect to any Person, any direct or
indirect subsidiary of such Person, and any other Person that directly, or through one or more intermediaries, controls or is controlled by or is under common control with such first Person; provided, however, that from and after the
Closing Date, no member of the Company Group shall be deemed an Affiliate of any member of the GE Group for purposes of this Agreement and the Transaction Documents and no member of the GE Group shall be deemed an Affiliate of any member of the
Company Group for purposes of this Agreement and the Transaction Documents. As used in this definition, “control” (including with correlative meanings, “controlled by” and “under common control
with”) means possession, directly or indirectly, of power to direct or cause the direction of management or policies or the power to appoint and remove a majority of directors (whether through ownership of securities or partnership or other
ownership interests, by contract or otherwise). 
 “Applicable Accounting Method” means the applicable accounting method by
which GE or GECC is required, in accordance with GAAP, to account for its investment in the Company (namely, on a consolidated basis, under the equity method or under the cost method). 

“Assets” means, with respect to any Person, the assets, properties and rights (including goodwill) of such Person, wherever
located (including in the possession of vendors or other third parties or elsewhere), whether real, personal or mixed, tangible, intangible or contingent, in each case whether or not recorded or reflected or required to be recorded or reflected on
the books and records or financial statements of such Person, including the following: 

  
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 (a) all accounting and other books, records and files whether in paper, microfilm, microfiche,
computer tape or disc, magnetic tape or any other form; 
 (b) all apparatus, computers and other electronic data processing equipment,
fixtures, machinery, equipment, furniture, office equipment, automobiles, trucks, vessels, motor vehicles and other transportation equipment and other tangible personal property; 

(c) all interests in real property of whatever nature, including easements, whether as owner, mortgagee or holder of a Security Interest in
real property, lessor, sublessor, lessee, sublessee or otherwise; 
 (d) all interests in any capital stock or other equity interests of any
Subsidiary or any other Person, all bonds, notes, debentures or other securities issued by any Subsidiary or any other Person, all loans, advances or other extensions of credit or capital contributions to any Subsidiary or any other Person and all
other investments in securities of any Person; 
 (e) all license agreements, leases of personal property, open purchase orders for
supplies, parts or services and other contracts, agreements or commitments; 
 (f) all deposits, letters of credit and performance and
surety bonds; 
 (g) all written technical information, data, specifications, research and development information, engineering drawings,
operating and maintenance manuals, and materials and analyses prepared by consultants and other third parties; 
 (h) all domestic and
foreign intangible personal property, patents, copyrights, trade names, trademarks, service marks and registrations and applications for any of the foregoing, mask works, trade secrets, inventions, designs, ideas, improvements, works of authorship,
recordings, other proprietary and confidential information and licenses from third Persons granting the right to use any of the foregoing; 

(i) all computer applications, programs and other Software, including operating Software, network Software firmware, middleware, design
Software, design tools, systems documentation and instructions; 
 (j) all cost information, sales and pricing data, customer prospect
lists, supplier records, customer and supplier lists, customer and vendor data, correspondence and lists, product literature, artwork, design, formulations and specifications, quality records and reports and other books, records, studies, surveys,
reports, plans and documents; 
 (k) all prepaid expenses, trade accounts and other accounts and notes receivables; 

(l) all rights under contracts or agreements, all claims or rights against any Person arising from the ownership of any Asset, all rights in
connection with any bids or offers and all claims, choses in action or similar rights, whether accrued or contingent; 

  
 3 








 (m) all licenses, permits, approvals and authorizations which have been issued by any
Governmental Authority; 
 (n) cash or cash equivalents, bank accounts, lock boxes and other deposit arrangements; and 

(o) interest rate, currency, commodity or other swap, collar, cap or other hedging or similar agreements or arrangements. 

“Bank Board” means the board of directors of GE Capital Retail Bank. 

“Board” means the Board of Governors of the Federal Reserve System. 

“Business Day” means Monday to Friday, except for any day on which banking institutions in New York, New York are authorized
or required by applicable Law or executive order to close. 
 “CALMA” means the Capital Assurance and Liquidity Maintenance
Agreement entered into by and among GECRB, GECC, and each Immediate Parent Company (as “Immediate Parent Company” is defined in the Operating Agreement entered into on or about January 11, 2013, by and between GECRB and the Office of
the Comptroller of the Currency). 
 “Capital Markets and Treasury Activity” means any activity undertaken in connection
with efforts by any Person to raise for or on behalf of any Person capital from any public or private source, and other treasury functions conducted by the GE treasury unit of the GE Group, including obtaining or arranging debt issuance and other
external or intercompany funding transactions, providing for or arranging cash management banking activities, carrying out investments in excess cash, carrying out hedging or derivative transactions and providing or arranging for credit support,
each primarily for the benefit of any member of the GE Group. 
 “Code” means the Internal Revenue Code of 1986, as
amended. 
 “Company Balance Sheet” means the Company’s Combined Statement of Financial Position as of
December 31, 2013 included in the IPO Registration Statement. 
 “Company Business” means (a) the current
businesses of the members of the Company Group; and (b) those terminated, divested or discontinued businesses which are or should be included as historical operations of the Company Group consistent with the methodology applied in the basis of
presentation of the Company Carve-Out Financial Statements. 
 “Company Carve-Out Financial Statements” means the audited
combined statements of earnings for the years ended December 31, 2013, 2012 and 2011, the combined statements of financial position as of December 31, 2013 and 2012 and the combined statements of cash flows for the years ended
December 31, 2013, 2012 and 2011. 
 “Company Common Stock” means the common stock, $0.01 par value per share, of the
Company. 

  
 4 








 “Company Contracts” means the following contracts and agreements, whether or not
in writing, except for any such contract or agreement that is contemplated to be retained by GECC or any member of the GE Group pursuant to any provision of this Agreement or any Transaction Document: 

(a) any supply or vendor contracts or agreements to which GE or any of its Affiliates is a party or by which GE or any of its Affiliates or
any of their respective Assets is bound and listed or described on Schedule 1.1(a) (or the applicable licenses, leases, addendums and similar arrangements thereunder as described on Schedule 1.1(a)); 

(b) any contract or agreement entered into in the name of, or expressly on behalf of, any division, business unit or member of the Company
Group; 
 (c) [Reserved]; 

(d) the contracts, agreements and other documents to which GE or any of its Affiliates is a party or by which GE or any of its Affiliates or
any of their respective Assets is bound and listed or described on Schedule 1.1(d) (or the applicable licenses, leases, addendums and similar arrangements thereunder as described on Schedule 1.1(d)); 

(e) any guarantee, indemnity, representation or warranty of any member of the Company Group or the GE Group in respect of (i) any other
Company Contract, (ii) any Company Liability or (iii) the Company Business; and 
 (f) any contract or agreement that is otherwise
expressly contemplated pursuant to this Agreement or any of the Transaction Documents to be assigned to the Company or any member of the Company Group. 

“Company Group” means the Company, each Subsidiary of the Company immediately after the Closing (in each case so long as such
Subsidiary remains a Subsidiary of the Company) and each other Person that is controlled either directly or indirectly by the Company immediately after the Closing in each case so long as such Person continues to be controlled either directly or
indirectly by the Company). 
 “Company Insurance Arrangements” means the insurance policy listed on Schedule 7.3
hereto and all policies of or agreements for insurance and interests in insurance pools and programs acquired after the Closing by and exclusively for the benefit of any member of the Company Group. 

“Company IP Transfer Standard” means all Intellectual Property and Software that is used primarily in the Company Business.

 “Company Senior Notes” means approximately $3,000,000,000 aggregate principal amount of senior unsecured notes to be
issued by the Company. 
 “Company Term Loan Agreement” means the Credit Agreement to be entered into by and among the
Company, as borrower, General Electric Capital Corporation, as administrative agent and as a lender, and the additional lenders party thereto, as set forth on Exhibit I. 

  
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 “Competing Business” means the business of providing credit to consumers through
(i) private label credit cards or dual cards (credit cards that function as both private label credit card and general purpose credit card) in conjunction with programs with retailers, merchants or health care providers primarily for the
purchase of goods and services from the applicable retailer, merchant or health care provider or (ii) general purpose credit cards (defined as a credit card that is widely accepted by merchants for the purchase of products or services issued in
conjunction with a credit card association network, such as Visa, MasterCard, and American Express). “Consumer” for purposes of this definition refers to an individual who incurs an obligation primarily for personal, family, or household
purposes. 
 “Consents” means any consent, waiver or approval from, or notification requirement to, any third parties. 

“Consolidation Threshold” means the members of the GE Group’s beneficial ownership, in the aggregate, (excluding for
such purposes shares of Company Common Stock beneficially owned by GECC but not for its own account, including (in such exclusion) beneficial ownership which arises by virtue of some entity that is an Affiliate of GECC being a sponsor of or advisor
to a mutual or similar fund that beneficially owns shares of Company Common Stock) on any date during a fiscal year at least fifty percent (50%) of the then outstanding Company Common Stock, or, notwithstanding such percentage, if any member of
the GE Group is required during any fiscal year, in accordance with GAAP, to consolidate the Company’s financial statements with its financial statements, then in respect of such fiscal year. 

“Corporate Reorganization Agreements” means the definitive agreements which govern or relate to the Corporate Reorganization.

 “Corporate Reporting Data” means the Corporate Data Repository (CDR) submissions and data requirements, the Data Request
(DR) and Web Reporting Interface (WRI) submissions and data requirements, and the Management’s Discussion and Analysis (MD&A) and Annual Report (A/R) submissions and data requirements, as set forth in detail on Schedules 5.1 and
5.2. 
 “De Minimis Business” means (a) any minority equity investment by a member of the GE Group in any
Person (i) in which the GE Group collectively holds not more than 25% of the outstanding voting securities or similar equity interests, to the extent such equity interests do not give the GE Group the right to designate a majority, or such
higher amount constituting a controlling number, of the members of the board of directors (or similar governing body) of such entity, or (ii) in which the amount invested by the GE Group collectively is less than $100 million, in each case
excluding any ownership of Company Common Stock, or (b) any business activity that would otherwise violate Section 7.15(a) that is carried on by an After-Acquired Business or an After-Acquired Company, but only
if, at the time of such acquisition, the revenues derived from the Covered Business by such After-Acquired Business or After-Acquired Company constitute less than 10% of the gross revenues of such After-Acquired Business or After-Acquired
Company for the most recently completed fiscal year preceding such acquisition. 
 “Debt Registration Statement” means the
registration statement on Form S-1 filed under the Securities Act pursuant to which the Company Senior Notes will be registered. 

  
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 “Default Recovery Activities” means the exercise of any rights or remedies in
connection with any Capital Markets, Financing, Insurance, Leasing, Other Financial Services or Securities Activity (whether such rights or remedies arise under any agreement relating to such activity, under applicable Law or otherwise) including
any foreclosure, realization or repossession or ownership of any collateral, business assets or other security for any Financing (including the equity in any entity or business), Insurance or Other Financial Services Activity or any property subject
to Leasing. 
 “Employee Liabilities” shall have the meaning set forth in the Employee Matters Agreement. 

“Employee Matters Agreement” means the Employee Matters Agreement in substantially the form attached hereto as Exhibit
D, to be entered into by and among GE, GECC and the Company. 
 “Exchange Act” shall mean the Securities Exchange Act
of 1934, as amended, and the rules and regulations of the SEC thereunder, all as the same shall be in effect at the time that reference is made thereto. 

“Excluded Employee Liabilities” shall have the meaning set forth in the Employee Matters Agreement. 

“Existing Business Activities” means any existing business conducted or investment held by GE or its Subsidiaries (other than
the business currently solely conducted through the members of the Company Group), or contemplated by any existing third party contractual arrangements applicable to any member of the GE Group (other than the business currently solely conducted
through the members of the Company Group), on the date of this Agreement. 
 “Financial Services Business” means any
activities undertaken principally in connection with or in furtherance of (i) any Capital Markets and Treasury Activity, (ii) Financing, (iii) Leasing, (iv) Default Recovery Activities, (v) Other Financial Services
Activities, (vi) any Securities Activity or (vii) the sale of Insurance, the conduct of any Insurance brokerage activities or services or the provision of Insurance advisory services, business processes or Software. Financial Services
Business also includes any investment or ownership interest in a Person through an employee benefit or pension plan. 

“Financing” means the making, entering into, purchase of, or participation in (including syndication or servicing activities)
(i) secured or unsecured loans, conditional sales agreements, debt instruments or transactions of a similar nature or for similar purposes, (ii) non-voting preferred equity investments, and (iii) investments as a limited partner in a
partnership or as a member of a limited liability company in which another person who is not an Affiliate is a management member, but for the avoidance of doubt excluding, in the case of (i), engaging in activities that would constitute a Competing
Business; provided, that in the event that the requirements of Section 7.15(b) would otherwise be applicable to an activity that falls within clauses (ii) or (iii) of this definition, GECC or the applicable Subsidiary
must comply with the requirements of Section 7.15(b). 

  
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 “Force Majeure” means, with respect to a Party, an event beyond the control of
such Party (or any Person acting on its behalf), which by its nature could not have been foreseen by such Party (or such Person), or, if it could have been foreseen, was unavoidable, and includes, acts of God, storms, floods, riots, fires, sabotage,
civil commotion or civil unrest, interference by civil or military authorities, acts of war (declared or undeclared) or armed hostilities or other national or international calamity or one or more acts of terrorism or failure of energy sources. 

“FP&A Reports” means the SRO data requirements, the Session I and Session II data requirements and the Op Plan data
requirements, as set forth in detail on Schedule 5.3. 
 “GAAP” means United States generally accepted accounting
principles. 
 “GE Common Stock” means the common stock, par value $0.06 per share, of GE. 

“GE Executory Sections” means Sections 2.1(a)(i), 2.1(b), 2.2(a)(iii), 2.2(a)(vi), 2.4,
2.6, 2.7(b), 2.8(a), 4.4, 4.5(c), 5.5(d), 5.5(f), 5.7(b), 5.15, 6.1(b), 6.1(e), 7.1, 7.2, 7.3, 7.5(c), 7.6, 7.7, 7.11,
7.14 and 7.15 and Articles IX and X. 
 “GE Group” means GE and each Person (other than any
member of the Company Group) that is an Affiliate of GE immediately after the Closing. 
 “GE Insurance Arrangements” means
all policies of or agreements for insurance and interests in insurance pools and programs held in the name of GE or any of its Affiliates and any rights thereunder, in each case other than any Company Insurance Arrangements. 

“GE IP Transfer Standard” means all Intellectual Property and Software that is not used primarily in the Company Business.

 “GE Name and Mark” means any and all Marks owned by GE and its Affiliates (other than those set forth, or required to be
set forth, on Schedule 2.2(a)(iii)) as of the Closing Date or any derivations thereof, in each case whether alone or in combination with other words, and including the Licensed Marks and all Marks embodying any of the foregoing. 

“GECC Term Loan Agreement” means the Credit Agreement to be entered into by and between the Company, as borrower, and GECC or
its designee, as administrative agent and as lender, as set forth on Exhibit J. 
 “Governmental Approvals”
means any notice, report or other filing to be made with, or any consent, registration, approval, permit or authorization to be obtained from, any Governmental Authority. 

“Governmental Authority” means any entity exercising executive, legislative, judicial, regulatory or administrative functions
of or pertaining to the government, including any governmental authority, agency, department, board, commission or instrumentality whether federal, state, local or foreign (or any political subdivision thereof), and any tribunal, court or
arbitrator(s) of competent jurisdiction. 
 “Group” means the GE Group or the Company Group, as the context requires. 

  
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 “HOLA” means the Home Owners’ Loan Act of 1933, as amended. 

“Indebtedness” means, with respect to any Person, any Liability of such Person in respect of borrowed money or evidenced by
bonds, notes, debentures or similar instruments and shall also include (a) any Liability of such Person under any agreement related to the fixing of interest rates on any Indebtedness and (b) any capitalized lease obligations of such
Person (if and to the extent the same would appear on a balance sheet of such Person prepared in accordance with GAAP). 

“Information” means information, whether or not patentable or copyrightable, in written, oral, electronic or other tangible
or intangible forms, stored in any medium, including studies, reports, records, books, contracts, instruments, surveys, discoveries, ideas, concepts, know-how, techniques, designs, specifications, drawings, blueprints, diagrams, models, prototypes,
samples, flow charts, data, computer data, disks, diskettes, tapes, computer programs or other Software, marketing plans, customer names, communications by or to attorneys (including attorney-client privileged communications), memoranda and other
materials prepared by attorneys or under their direction (including attorney work product), and other technical, financial, employee or business information or data. 

“Initial Public Offering” means the initial public offering of the Company Common Stock. 

“Insurance” means any product or service determined to constitute insurance, assurance or reinsurance by the Laws in effect
in any jurisdiction in which the restriction set forth in Section 7.15(a) applies. 
 “Insurance Proceeds”
means those monies: (a) received by an insured from an insurance carrier; (b) paid by an insurance carrier on behalf of the insured; or (c) received (including by way of set off) from any third party in the nature of insurance,
contribution or indemnification in respect of any Liability; in any such case net of any applicable premium adjustments (including reserves and retrospectively rated premium adjustments) and net of any costs or expenses incurred in the collection
thereof. 
 “Intellectual Property” means all of the following, whether protected, created or arising under the laws of the
United States or any other foreign jurisdiction, including: (i) patents, patent applications (along with all patents issuing thereon), statutory invention registrations, divisions, continuations, continuations-in-part, substitute applications
of the foregoing and any extensions, reissues, restorations and reexaminations thereof, and all rights therein provided by international treaties or conventions (collectively, “Patents”); (ii) trademarks, service marks, trade
names, service names, taglines, slogans, industrial designs, brand names, brand marks, trade dress, identifying symbols, logos, emblems, signs or insignia, monograms, domain names, domain name locators, meta tags, website search terms and key words,
and other identifiers of source, including all goodwill associated therewith, and any and all common law rights, and registrations and applications for registration thereof, all rights therein provided by international treaties or conventions, and
all reissues, extensions and renewals of any of the foregoing (collectively, “Marks”); (iii) copyrights, mask work rights, database rights and design rights, whether or not registered, published or unpublished, and
registrations and applications for registration thereof; 

  
 9 








 
and all rights therein whether provided by international treaties or conventions or otherwise; (iv) trade secrets; and (v) all other applications and registrations related to any of the
intellectual property rights set forth in the foregoing clauses (i)—(iv) above. 
 “Intellectual Property Cross License
Agreement” means the Intellectual Property Cross License Agreement in substantially the form attached hereto as Exhibit F, to be entered into by and between GECC and the Company. 

“IP Application” means any application for the registration, acquisition or perfection of intellectual property rights,
including patent applications, copyright applications and trademark applications. 
 “IPO Registration Statement” means the
registration statement on Form S-1 filed under the Securities Act (No. 333-194528) pursuant to which the offering of Company Common Stock to be sold by the Company in the Initial Public Offering will be registered. 

“Law” means any federal, state, local or foreign law (including common law), statute, code, ordinance, rule, regulation or
other requirement enacted, promulgated, issued, communicated or entered by a Governmental Authority. 
 “Leasing” means the
rental, leasing, or financing under operating leases, finance leases or hire purchase or rental agreements, of property, whether real, personal, tangible or intangible. 

“Liabilities” means any debt, loss, damage, adverse claim, liability or obligation of any Person (whether direct or indirect,
known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, or due or to become due, and whether in contract, tort, strict liability or otherwise), and including all costs and expenses relating
thereto. 
 “Licensed Marks” shall have the meaning specified in the Transitional Trademark License Agreement. 

“Marks” has the meaning set forth in the definition of “Intellectual Property”. 

“Mizuho Guarantee” means the Guarantee dated as of June 23, 2012 by GECC in favor of Mizuho Corporate Bank, Ltd. 

“MNT Subservicing Agreement” means the MNT Subservicing Agreement substantially in the form of Exhibit K. 

“Other Financial Services Activities” means the offering, sale, distribution or provision, directly or through any
distribution system or channel, of any financial products, financial services, deposits and other banking products, fuel cards and similar cards used in the commercial fleet management business to purchase fuel or other transportation-related
purchases, asset management services, including investments on behalf of GE’s financial services affiliates purely for financial investment purposes, investments for the benefit of third party and client accounts, vendor financing and trade
payables services, back-office billing, processing, collection and administrative services or products or services related or ancillary to 

  
 10 








 
any of the foregoing, but for the avoidance of doubt excluding, in the case of the offering, sale, distribution or provision of financial products, financial services and other banking products,
engaging in activities that would constitute a Competing Business. 
 “Parties” means GECC, the Company and, solely for
purposes of the GE Executory Sections, GE. 
 “Patents” has the meaning set forth in the definition of “Intellectual
Property”. 
 “Permitted Acquisition” means any direct or indirect acquisition by the Company or any of its
Subsidiaries of Stock, Stock Equivalents or assets, or control, of any Person not requiring the prior written approval of GECC pursuant to Section 8.1(a)(iii). 

“Person” means any individual, corporation, partnership, firm, joint venture, association, joint-stock company, trust,
unincorporated organization, Governmental Authority or other entity. 
 “Prospectus” means the prospectus or prospectuses
included in any of the Registration Statements, as amended or supplemented by any prospectus supplement and by all other amendments and supplements to any such prospectus, including post-effective amendments and all material incorporated by
reference in such prospectus or prospectuses. 
 “Registration Rights Agreement” means the Registration Rights Agreement in
substantially the form attached hereto as Exhibit B, to be entered into by and between GECC and the Company. 
 “Registration
Statements” means the IPO Registration Statement, the Debt Registration Statement and any registration statement in connection with the Distribution or Other Disposition, including in each case the Prospectus related thereto, amendments and
supplements to any such Registration Statement and/or Prospectus, including post-effective amendments, all exhibits thereto and all materials incorporated by reference in any such Registration Statement or Prospectus. 

“Regulation LL” means Regulation LL of the Board (12 C.F.R. Pt. 238). 

“SEC” means the Securities and Exchange Commission. 

“Securities Act” means the Securities Act of 1933, as amended. 

“Securities Activity” means any activity, function or service (without regard to where such activity function or service
actually occurs) which, if undertaken or performed (i) in the United States would be subject to the United States federal securities Laws or the securities Laws of any state of the United States or (ii) outside of the United States within
any other jurisdiction in which the restrictions set forth in Section 7.15(a) apply, would be subject to any Law in any such jurisdiction governing, regulating or pertaining to the sale, distribution or underwriting of securities or the
provision of investment management, financial advisory or similar services. 
 “Securitization Note Sale and Assignment
Agreements” means the various agreements effectuating the sale of certain asset-backed securities issued by the GE Capital Credit Card Master Note Trust from GECC and two of its subsidiaries, Employers’ Reassurance Corporation and
Union Fidelity Life Insurance Company, in each case, to the Company. 

  
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 “Security Interest” means any mortgage, security interest, pledge, lien, charge,
claim, option, right to acquire, voting or other restriction, right-of-way, covenant, condition, easement, encroachment, restriction on transfer, or other encumbrance of any nature whatsoever. 

“Software” means the object and source code versions of computer programs and associated documentation, training materials
and configurations to use and modify such programs, including programmer, administrator, end user and other documentation. 

“Stock” means shares of capital stock (whether denominated as common stock or preferred stock), beneficial, partnership or
membership interests, participations or other equivalents (regardless of how designated) of or in a corporation, partnership, limited liability company or business trust, whether voting or non-voting. 

“Stock Equivalents” means all securities convertible into or exchangeable for Stock and all warrants, options or other rights
to purchase or subscribe for any Stock, whether or not presently convertible, exchangeable or exercisable, and all voting debt. 

“Subsidiary” or “subsidiary” means, with respect to any Person, any corporation, limited liability company,
joint venture or partnership of which such Person (a) beneficially owns, either directly or indirectly, more than fifty percent (50%) of (i) the total combined voting power of all classes of voting securities of such entity,
(ii) the total combined equity interests, or (iii) the capital or profit interests, in the case of a partnership; or (b) otherwise has the power to vote, either directly or indirectly, sufficient securities to elect a majority of the
board of directors or similar governing body. 
 “Sumitomo Guarantee” means the Guarantee dated as of February 26,
2012 by GECC in favor of Sumitomo Mitsui Banking Corporation. 
 “Tax” has the meaning ascribed thereto in the Tax Sharing
and Separation Agreement. 
 “Tax Sharing and Separation Agreement” means the Tax Sharing and Separation Agreement,
substantially in the form attached hereto as Exhibit C, to be entered into by and between GE and the Company. 

“Transactions” means, collectively, (i) the Separation, (ii) the Initial Public Offering, (iii) the
Distribution or Other Disposition, if effected and (iv) all other transactions contemplated by this Agreement or any Transaction Document. 

“Transitional Services Agreement” means the Transitional Services Agreement in substantially the form attached hereto as
Exhibit A, to be entered into by and between GECC, the Company and Retail Finance International Holdings, Inc. 

“Transitional Trademark License Agreement” means the Transitional Trademark License Agreement in substantially the form
attached hereto as Exhibit E, to be entered into by and between GE Capital Registry, Inc. and the Company. 

  
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 “Trigger Date” means the first date on which members of the GE Group cease to
beneficially own (excluding for such purposes shares of Company Common Stock beneficially owned by GE but not for its own account, including (in such exclusion) beneficial ownership which arises by virtue of some entity that is an Affiliate of GE
being a sponsor of or advisor to a mutual or similar fund that beneficially owns shares of Company Common Stock) more than fifty percent (50%) of the outstanding Company Common Stock. 

“Underwriters” means the managing underwriters for the Initial Public Offering. 

“Underwriting Agreement” means the Underwriting Agreement entered into on the date hereof by and among the Company and the
Underwriters in connection with the offering of the Company Common Stock by the Company in the Initial Public Offering. 
 “Undrawn
Committed Securitization Documents” means the loan agreements, notes, indenture supplements, fee letters and related documentation to be entered into by certain Company subsidiaries, private lenders and other transaction parties in
connection with the Undrawn Committed Securitizations. 
 “Undrawn Committed Securitizations” means the issuance of
asset-backed securitization notes that will provide the Company with an aggregate of approximately $5.6 billion of undrawn committed borrowing capacity from various private lenders through two of the Company’s subsidiary securitization master
note trusts. 
 “Wholly-Owned Subsidiary” means each Subsidiary in which the Company owns (directly or indirectly) all of
the outstanding voting Stock, voting power, partnership interests or similar ownership interests, except for director’s qualifying shares in nominal amount. 

1.2 Other Terms. For purposes of this Agreement, the following terms have the meanings set forth in the sections indicated. 

 

			
	 Term
	 	 Section

	 After-Acquired Business
	 	7.15(c)
	 After-Acquired Company
	 	7.15(c)
	 After-Tax Basis
	 	6.6(c)
	 Agreement
	 	Preamble
	 Amended and Restated Bylaws
	 	4.3
	 Amended and Restated Bank Bylaws
	 	4.3
	 Bank Charter
	 	4.3
	 Bank Regulatory Agencies
	 	5.10(a)
	 Charter
	 	4.3
	 Closing
	 	4.1
	 Closing Date
	 	4.1
	 Company
	 	Preamble
	 Company Assets
	 	2.2(a)
	 Company Auditors
	 	5.7(a)
	 Company Board
	 	5.8(d)
	 Company Confidential Information
	 	7.2(a)


  
 13 









			
	 Term
	 	 Section

	 Company Indemnified Parties
	 	6.3
	 Company Information
	 	5.5(f)
	 Company Liabilities
	 	2.3(a)
	 Company Public Documents
	 	5.5(d)
	 Company Transfer Documents
	 	4.5(b)
	 Company’s Knowledge
	 	7.6(a)
	 Corporate Reorganization
	 	Recitals
	 Covered Business
	 	7.15(a)
	 CPR
	 	9.3
	 CPR Arbitration Rules
	 	9.4(a)
	 Deregistration
	 	5.10
	 Dispute
	 	9.1(a)
	 Distribution
	 	Recitals
	 Excluded Assets
	 	2.2(b)
	 Excluded Liabilities
	 	2.3(b)
	 GE
	 	Preamble
	 GE Annual Statements
	 	5.7
	 GE Appointee
	 	8.5(a)
	 GE Auditors
	 	5.7(a)
	 GE Confidential Information
	 	7.2(b)
	 GE Designee
	 	8.2(a)
	 GE Indemnified Parties
	 	6.2
	 GE Policies
	 	7.13
	 GE Public Filings
	 	5.6
	 GE’s Knowledge
	 	7.6(b)
	 GECC
	 	Preamble
	 GECC Transfer Documents
	 	4.4
	 GECFI
	 	Recitals
	 GECRB
	 	Section 8.1(a)(iii)
	 Guarantees
	 	2.4(b)(iii)
	 Indemnified Party
	 	6.6(a)
	 Indemnifying Party
	 	6.6(a)
	 Indemnity Payment
	 	6.6(a)
	 Initial Notice
	 	9.2
	 Joint Claims
	 	7.7
	 Non-Settling Party
	 	7.7
	 Organizational Documents
	 	8.6
	 Other Disposition
	 	Recitals
	 Pre-Trigger Date Event
	 	7.3(b)
	 Privilege
	 	5.18
	 Registration Indemnified Parties
	 	6.4(a)
	 Regulation Y
	 	8.1(a)(iii)
	 Representatives
	 	7.2(a)
	 Response
	 	9.2
	 RCA
	 	7.12


  
 14 









			
	 Term
	 	 Section

	 Scheduled Policies
	 	7.13
	 Separation
	 	Recitals
	 Settling Party
	 	7.7
	 Third-Party Claim
	 	6.7(a)
	 Transaction Documents
	 	4.2(b)
	 Transfer Documents
	 	4.5(b)

 ARTICLE II 

THE SEPARATION 
 2.1 Transfer
of Assets; Assumption of Liabilities; Consideration. 
 (a) Subject to Section 3.2, to the extent not already transferred or
assumed prior to the date hereof, following the execution and delivery of this Agreement by each of the Parties hereto (and in any event no later than the Closing): 

(i) Except as may be agreed among the Parties, GE and GECC shall, and shall cause their applicable Subsidiaries to, contribute,
assign, transfer, convey and deliver to the Company or certain of its Subsidiaries designated by the Company, and the Company or such Subsidiaries shall accept from GE and GECC and their applicable Subsidiaries, all of GE’s and GECC’s and
such Subsidiaries’ respective rights, titles and interests in and to all Company Assets; and 
 (ii) Except as may be
agreed among the Parties, the Company and certain of its Subsidiaries designated by the Company shall accept, assume and agree faithfully to perform, discharge when due and fulfill all the Company Liabilities, in accordance with their respective
terms. The Company and such Subsidiaries shall be responsible for all Company Liabilities, regardless of when or where such Company Liabilities arose or arise, or whether the facts on which they are based occurred prior to or subsequent to the
Closing Date, regardless of where or against whom such Company Liabilities are asserted or determined (including, subject to Section 6.1(b), any Company Liabilities arising out of claims made by GE’s, GECC’s or the
Company’s respective directors, officers, employees, agents, Subsidiaries or Affiliates against any member of the GE Group or the Company Group) or whether asserted or determined prior to the date hereof, and, except as set forth in
Section 2.3(b)(iv), regardless of whether arising from or alleged to arise from negligence, recklessness, violation of Law, fraud or misrepresentation by any member of the GE Group or the Company Group, or any of their respective
directors, officers, employees, agents, Subsidiaries or Affiliates. 
 (b) If at any time or from time to time (whether prior to or after
the Closing Date), any Party hereto (or any member of such Party’s respective Group), shall receive or otherwise possess any Asset that is allocated to any other Person pursuant to this Agreement or any Transaction Document, such Party shall
promptly transfer, or cause to be transferred, such Asset to the Person so entitled thereto. Prior to any such transfer, the Person receiving or possessing such Asset shall hold such Asset in trust for any such other Person. 

  
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 2.2 Company Assets. 

(a) For purposes of this Agreement, “Company Assets” shall mean (without duplication): 

(i) the Assets listed or described on Schedule 2.2(a)(i) and all other Assets that were transferred to the Company or to
any member of the Company Group by the Corporate Reorganization Agreements, or designated by this Agreement or any Transaction Document as Assets to be transferred to the Company or any other member of the Company Group; 

(ii) (A) all Company Contracts and (B) all issued and outstanding capital stock or membership or partnership interests of
the entities listed on Schedule 2.2(a)(ii)(B); 
 (iii) (A) all Intellectual Property registrations, applications for
Intellectual Property registration, domain names and Software listed or described on Schedule 2.2(a)(iii); (B) excluding any Intellectual Property and Software required to be listed or described on Schedule 2.2(a)(iii), all
Intellectual Property and Software owned or held by any member of the Company Group that is used primarily in the Company Business; provided that the Parties hereto agree that they intend that, as between the GE Group and the Company Group,
(x) all Intellectual Property and Software owned or held immediately prior to the Closing Date by GECC or any of its Subsidiaries that meets the Company IP Transfer Standard is to be transferred to the Company or its designee and (y) all
Intellectual Property and Software that meets the GE IP Transfer Standard is to be transferred to GECC or its designee; and (C) any Intellectual Property and Software transferred to the Company or its designee pursuant to
Section 7.11(a); 
 (iv) any rights under GE Insurance Arrangements provided to any member of the Company Group
pursuant to Section 7.3, in each case to the extent provided by and subject to the terms of Section 7.3; 

(v) all Assets reflected as Assets of the Company and its Subsidiaries in the Company Balance Sheet, subject to any
dispositions of such Assets subsequent to the date of the Company Balance Sheet; and 
 (vi) any and all Assets (other than
Intellectual Property and Software) owned or held immediately prior to the Closing Date by GE or any of its Subsidiaries that are used primarily in the Company Business. The intention of this clause (vi) is only to rectify any inadvertent
omission of transfer or conveyance of any Assets that, had the Parties given specific consideration to such Asset as of the date hereof, would have otherwise been classified as a Company Asset. In addition, no Asset shall be deemed a Company
Asset solely as a result of this clause (vi) unless a claim with respect thereto is made by the Company on or prior to the later of (A) the Trigger Date and (B) the first anniversary of the Closing Date. 

Notwithstanding the foregoing, the Company Assets shall not in any event include the Excluded Assets referred to in Section 2.2(b). 

  
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 (b) For the purposes of this Agreement, “Excluded Assets” shall mean: 

(i) the Assets listed or described on Schedule 2.2(b)(i); 

(ii) the contracts and agreements listed or described on Schedule 2.2(b)(ii); and 

(iii) any and all Assets that are expressly contemplated by the Corporate Reorganization Agreements, this Agreement or any
Transaction Document as Assets to be retained by GECC or any other member of the GE Group, or that are not otherwise expressly contemplated as being included as Company Assets. 

2.3 Company Liabilities. 

(a) For the purposes of this Agreement, “Company Liabilities” shall mean (without duplication): 

(i) the Liabilities listed or described on Schedule 2.3(a)(i) and all other Liabilities that are expressly provided by
this Agreement or any Transaction Document as Liabilities assumed or to be assumed by the Company or any other member of the Company Group, and all agreements, obligations and Liabilities of the Company or any other member of the Company Group under
this Agreement or any of the Transaction Documents; 
 (ii) all Liabilities, including Employee Liabilities but excluding the
Excluded Employee Liabilities, to the extent relating to, arising out of or resulting from: 
 (A) the operation of the
Company Business, as conducted at any time before, on or after the Closing Date (including any Liability relating to, arising out of or resulting from any act or failure to act by any director, officer, employee, agent or representative (whether or
not such act or failure to act is or was within such Person’s authority)); 
 (B) the operation of any business
conducted by any member of the Company Group at any time after the Closing Date (including any Liability relating to, arising out of or resulting from any act or failure to act by any director, officer, employee, agent or representative (whether or
not such act or failure to act is or was within such Person’s authority)); or 
 (C) any Company Assets (including any
Company Contracts and any real property and leasehold interests); 
 in any such case whether arising before, on or after the
Closing Date; 
 (iii) all Liabilities reflected as liabilities or obligations of the Company or its Subsidiaries in the
Company Balance Sheet, subject to any discharge of such Liabilities subsequent to the date of the Company Balance Sheet; and 

  
 17 








 (iv) subject to Section 6.1(b), all Liabilities arising out of claims
made by GE’s or the Company’s respective directors, officers, employees, agents, Subsidiaries or Affiliates against any member of the GE Group or the Company Group with respect to the Company Business. 

(b) For the purposes of this Agreement, “Excluded Liabilities” shall mean (without duplication): 

(i) (A) any and all Liabilities that (x) are expressly contemplated by this Agreement, any Transaction Document or the
basis of presentation underlying the Company Carve-Out Financial Statements as Liabilities to be retained or assumed by GE or any other member of the GE Group or as operations to be excluded from the historic financial reporting of the Company or
(y) should be excluded from the historic financial reporting of the Company consistent with the methodology applied in the basis of presentation of the Company Carve-Out Financial Statements, and (B) all agreements and obligations of any
member of the GE Group under this Agreement or any of the Transaction Documents; 
 (ii) any and all Liabilities of a member
of the GE Group relating to, arising out of or resulting from any Excluded Assets; 
 (iii) the Excluded Employee
Liabilities; and 
 (iv) any and all liabilities arising from a knowing violation of Law, fraud or misrepresentation by any
member of the GE Group or any of their respective directors, officers, employees or agents (other than any individual who at the time of such act was acting in his or her capacity as a director, officer, employee or agent of any member of the
Company Group). 
 (c) Any Liabilities of any member of the GE Group not expressly referenced in Section 2.3(a) above are
Excluded Liabilities and all Excluded Liabilities shall not be Company Liabilities. 
 2.4 Termination of Agreements. 

(a) Except as set forth in Section 2.4(b), the Company, on behalf of itself and each member of the Company Group, on the one hand,
and GE and GECC on behalf of themselves and each member of the GE Group, on the other hand, hereby terminate any and all agreements, arrangements, commitments or understandings, whether or not in writing, between or among the Company or any member
of the Company Group, on the one hand, and GE, GECC or any member of the GE Group, on the other hand, effective as of the Closing Date. No such terminated agreement, arrangement, commitment or understanding (including any provision thereof which
purports to survive termination) shall be of any further force or effect after the Closing Date. Each Party shall, at the reasonable request of any other Party, take, or cause to be taken, such other actions as may be necessary to effect the
foregoing. 

  
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 (b) The provisions of Section 2.4(a) shall not apply to any of the following
agreements, arrangements, commitments or understandings (or to any of the provisions thereof): 
 (i) this Agreement and the
Transaction Documents (and each other agreement or instrument expressly contemplated by this Agreement or any Transaction Document to be entered into or continued by either of GECC or the Company or any of the members of their respective Groups);

 (ii) except to the extent redundant with any provision of or service provided under this Agreement or any of the
Transaction Documents (including any exhibits or schedules thereto), the agreements, arrangements, commitments and understandings listed or described on Schedule 2.4(b)(ii); 

(iii) the guarantees, indemnification obligations, surety bonds and other credit support agreements, and other arrangements,
commitments or understandings listed or described on Schedule 2.4(b)(iii) (the “Guarantees”); 
 (iv)
any agreements, arrangements, commitments or understandings to which any Person other than GECC and the Company and their respective Affiliates is a party listed or described on Schedule 2.4(b)(iv) (it being understood that to the extent that
the rights and obligations of the Parties and the members of their respective Groups under any such agreements, arrangements, commitments or understandings constitute Company Assets or Company Liabilities, they shall be assigned pursuant to
Section 2.1); 
 (v) any accounts payable or accounts receivable between a member of the GE Group, on the one
hand, and a member of the Company Group, on the other hand, accrued as of the Closing Date and reflected in the books and records of the Parties or otherwise documented in writing in accordance with past practices; provided, however,
that all trade accounts payable, trade accounts receivable and intercompany loans must be settled within ninety (90) days after the Closing Date, except as otherwise provided for in the Transaction Documents; 

(vi) any agreements, arrangements, commitments or understandings to which any non-wholly owned Subsidiary of GE or the Company,
as the case may be, is a party (it being understood that directors’ qualifying shares or similar interests will be disregarded for purposes of determining whether a Subsidiary is wholly owned); and 

(vii) any other agreements, arrangements, commitments or understandings that this Agreement or any Transaction Document
expressly contemplates will survive the Closing Date. 
 2.5 DISCLAIMER OF REPRESENTATIONS AND WARRANTIES. GECC (ON BEHALF OF ITSELF
AND EACH MEMBER OF THE GE GROUP) AND THE COMPANY (ON BEHALF OF ITSELF AND EACH MEMBER OF THE COMPANY GROUP) EACH UNDERSTAND AND AGREE THAT, EXCEPT AS EXPRESSLY SET FORTH HEREIN, IN ANY TRANSACTION DOCUMENT OR IN ANY CORPORATE REORGANIZATION
AGREEMENT, NO PARTY TO THIS AGREEMENT, ANY TRANSACTION DOCUMENT, ANY CORPORATE REORGANIZATION AGREEMENT OR ANY OTHER AGREEMENT OR DOCUMENT CONTEMPLATED BY THIS AGREEMENT, ANY TRANSACTION DOCUMENT, ANY CORPORATE REORGANIZATION AGREEMENT OR OTHERWISE,


  
 19 








 
IS REPRESENTING OR WARRANTING OR HAS MADE ANY REPRESENTATION OR WARRANTY IN ANY WAY AS TO THE ASSETS, BUSINESSES OR LIABILITIES TRANSFERRED OR ASSUMED AS CONTEMPLATED HEREBY OR THEREBY, AS TO ANY
CONSENTS OR APPROVALS REQUIRED IN CONNECTION HEREWITH OR THEREWITH, AS TO THE VALUE OF OR FREEDOM FROM ANY SECURITY INTERESTS OF, OR ANY OTHER MATTER CONCERNING, ANY ASSETS, BUSINESSES OR LIABILITIES OF SUCH PARTY, OR AS TO THE ABSENCE OF ANY
DEFENSES OR RIGHT OF SETOFF OR FREEDOM FROM COUNTERCLAIM WITH RESPECT TO ANY CLAIM OR OTHER ASSET, INCLUDING ANY ACCOUNTS RECEIVABLE, OF ANY PARTY, OR AS TO THE LEGAL SUFFICIENCY OF ANY ASSIGNMENT, DOCUMENT OR INSTRUMENT DELIVERED HEREUNDER OR
THEREUNDER TO CONVEY TITLE TO ANY ASSET OR THING OF VALUE UPON THE EXECUTION, DELIVERY AND FILING HEREOF OR THEREOF. EXCEPT AS MAY EXPRESSLY BE SET FORTH HEREIN, IN ANY TRANSACTION DOCUMENT OR ANY CORPORATE REORGANIZATION AGREEMENT, ALL SUCH ASSETS
ARE BEING OR HAVE BEEN TRANSFERRED ON AN “AS IS,” “WHERE IS” BASIS (AND, IN THE CASE OF ANY REAL PROPERTY, BY MEANS OF A QUITCLAIM OR SIMILAR FORM DEED OR CONVEYANCE) AND THE RESPECTIVE TRANSFEREES SHALL BEAR THE ECONOMIC AND
LEGAL RISKS THAT (I) ANY CONVEYANCE SHALL PROVE TO BE INSUFFICIENT TO VEST IN THE TRANSFEREE GOOD TITLE, FREE AND CLEAR OF ANY SECURITY INTEREST, AND (II) ANY NECESSARY CONSENTS OR GOVERNMENTAL APPROVALS ARE NOT OBTAINED OR THAT ANY
REQUIREMENTS OF LAWS OR JUDGMENTS ARE NOT COMPLIED WITH. 
 2.6 Governmental Approvals and Consents. To the extent that the
Separation or the Distribution requires any Governmental Approvals or Consents, the Parties will use their reasonable best efforts to obtain such Governmental Approvals and Consents, including by preparing all documentation and making all filings
necessary to obtain such Governmental Approvals and Consents. Each Party shall promptly furnish to the others copies of any notices or written communications received by it or any of its Affiliates from any Governmental Authority with respect to the
transactions contemplated by the Corporate Reorganization Agreements, this Agreement or any Transaction Document, and subject to applicable Laws, each Party, as applicable, shall, to the extent practicable, permit counsel to the others an
opportunity to review in advance, and shall consider in good faith the views of such counsel in connection with, any proposed written communications by it or its Affiliates to any Governmental Authority concerning the transactions contemplated by
the Corporate Reorganization Agreements, this Agreement or any Transaction Document. Subject to applicable Laws, each Party agrees to reasonably cooperate with the others in connection with any communications with any Governmental Authorities
concerning or in connection with the transactions contemplated by the Corporate Reorganization Agreements, this Agreement or any Transaction Document and, to the extent it deems appropriate under the circumstances in its sole discretion, each Party
shall provide the other Parties and their respective counsel the opportunity, with reasonable advance notice, to participate in substantive meetings or discussions, either in person or by telephone, between such Party or any of its Affiliates,
agents or advisors, on the one hand, and any Governmental Authority, on the other hand, concerning or in connection with the transactions contemplated by the Corporate Reorganization Agreements, this Agreement or any Transaction Document, and each
Party further agrees that, to the extent consistent with applicable Laws, it 

  
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will use its reasonable best efforts to share with the other Parties information received from Governmental Authorities, in substantive meetings or discussions in which such other Parties did not
participate, that would reasonably be expected to be of interest to the other Parties. 
 2.7 Novation of Assumed Company
Liabilities. 
 (a) Each of GECC and the Company, at the request of the other, shall use its reasonable best efforts to obtain, or to
cause to be obtained, any consent, substitution, approval or amendment required to novate or assign all obligations under agreements, leases, licenses and other obligations or Liabilities of any nature whatsoever that constitute Company Liabilities,
or to obtain in writing the unconditional release of all parties to such arrangements other than any member of the Company Group, so that, in any such case, the Company and its Subsidiaries will be solely responsible for such Liabilities; provided,
however, that neither GECC nor the Company shall be obligated to pay any consideration therefor to any third party from whom any such consent, approval, substitution or amendment is requested. 

(b) If GECC or the Company is unable to obtain, or to cause to be obtained, any such required consent, approval, release, substitution or
amendment, the applicable member of the GE Group shall continue to be bound by such agreement, lease, license or other obligation and, unless not permitted by Law or the terms thereof, the Company shall, as agent or subcontractor for GECC or such
other Person, as the case may be, pay, perform and discharge fully all the obligations or other Liabilities of GECC or such other Person that constitute Company Liabilities, as the case may be, thereunder from and after the Closing Date. The Company
shall indemnify each GE Indemnified Party, and hold each of them harmless against any Liabilities arising in connection therewith, in accordance with the provisions of Article VI. GE shall, without further consideration, pay and remit, or
cause to be paid or remitted, to the Company, promptly, all money, rights and other consideration received by it or any member of the GE Group in respect of such performance (unless any such consideration is an Excluded Asset). If and when any such
consent, approval, release, substitution or amendment shall be obtained or such agreement, lease, license or other rights or obligations shall otherwise become assignable or able to be novated, GE shall thereafter assign, or cause to be assigned,
all its rights, obligations and other Liabilities thereunder or any rights or obligations of any member of the GE Group to the Company without payment of further consideration and the Company shall, without the payment of any further consideration,
assume such rights and obligations. 
 2.8 Novation of Liabilities other than Company Liabilities. 

(a) Each of GE, GECC and the Company, at the request of another Party, shall use its reasonable best efforts to obtain, or to cause to be
obtained, any consent, substitution, approval or amendment required to novate or assign all obligations under agreements, leases, licenses and other obligations or Liabilities for which a member of the GE Group and a member of the Company Group are
jointly or severally liable and that do not constitute Company Liabilities, or to obtain in writing the unconditional release of all parties to such arrangements other than any member of the GE Group, so that, in any such case, the members of the GE
Group will be solely responsible for such Liabilities; provided, however, that none of GE, GECC or the Company shall be obligated to pay any consideration therefor to any third party from whom any such consent, approval, substitution or amendment is
requested. 

  
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 (b) If GE, GECC or the Company is unable to obtain, or to cause to be obtained, any such required
consent, approval, release, substitution or amendment, the applicable member of the Company Group shall continue to be bound by such agreement, lease, license or other obligation and, unless not permitted by Law or the terms thereof, GECC shall
cause a member of the GE Group, as agent or subcontractor for such member of the Company Group, to pay, perform and discharge fully all the obligations or other Liabilities of such member of the Company Group thereunder from and after the Closing
Date. GECC shall indemnify each Company Indemnified Party and hold each of them harmless against any Liabilities (other than Company Liabilities) arising in connection therewith, in accordance with the provisions of Article VI. The Company
shall cause each member of the Company Group, without further consideration, to pay and remit, or cause to be paid or remitted, to GECC or to another member of the GE Group specified by GECC, promptly, all money, rights and other consideration
received by it or any member of the Company Group in respect of such performance (unless any such consideration is a Company Asset). If and when any such consent, approval, release, substitution or amendment shall be obtained or such agreement,
lease, license or other rights or obligations shall otherwise become assignable or able to be novated, the Company shall promptly assign, or cause to be assigned, all its rights, obligations and other Liabilities thereunder or any rights or
obligations of any member of the Company Group to GECC or to another member of the GE Group specified by GECC without payment of further consideration and GECC, without the payment of any further consideration shall, or shall cause such other member
of the GE Group to, assume such rights and obligations. 
 ARTICLE III 

THE INITIAL PUBLIC OFFERING AND ACTIONS PENDING THE INITIAL PUBLIC 

OFFERING; OTHER TRANSACTIONS 
 3.1
The Initial Public Offering. The Company shall (i) consult with, and cooperate in all respects with and take all actions reasonably requested by, GECC in connection with the Initial Public Offering and (ii) at the direction of GECC,
promptly take any and all actions necessary or desirable to consummate the Initial Public Offering as contemplated by the IPO Registration Statement and the Underwriting Agreement. 

3.2 The Distribution or Other Disposition. 

(a) Subject to applicable Law, GECC shall, in its sole and absolute discretion, determine (i) whether and when to proceed with all or
part of the Distribution or Other Disposition and (ii) all terms of the Distribution or Other Disposition, as applicable, including the form, structure and terms of any transaction(s) and/or offering(s) to effect the Distribution or Other
Disposition and the timing of and conditions to the consummation of the Distribution or Other Disposition. In addition, in the event that GECC determines to proceed with the Distribution or Other Disposition, GECC may, subject to applicable Law, at
any time and from time to time until the completion of the Distribution or Other Disposition abandon, modify or change any or all of the terms of the Distribution or Other Disposition, including, by accelerating or delaying the timing of the
consummation of all or part of the Distribution or Other Disposition. 

  
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 (b) The Company shall cooperate with GECC and any member of the GE Group in all respects to
accomplish the Distribution or Other Disposition and shall, at GECC’s direction, promptly take any and all actions necessary or desirable to effect the Distribution or Other Disposition, including, the registration under the Securities Act of
the offering of the Company Common Stock on an appropriate registration form as reasonably designated by GECC and the filing of any necessary documents pursuant to the Exchange Act. Subject to applicable Law and contractual requirements among the
Parties, GECC shall select any investment bank, manager, underwriter or dealer manager in connection with the Distribution or Other Disposition, as well as any financial printer, solicitation and/or exchange agent and financial, legal, accounting,
tax and other advisors and service providers in connection with the Distribution or Other Disposition, as applicable. GECC and the Company, as the case may be, will provide to the exchange agent, if any, all share certificates and any information
required in order to complete the Distribution or Other Disposition. 
 (c) Notwithstanding anything to the contrary contained in this
Agreement, the Registration Rights Agreement shall control the terms and conditions of any Other Disposition to the extent contemplated therein. 

ARTICLE IV 
 INTERCOMPANY
TRANSACTIONS AS OF THE CLOSING DATE 
 4.1 Time and Place of Closing. Subject to the terms and conditions of this Agreement, all
transactions contemplated by this Agreement shall be consummated at a closing (the “Closing”) to be held at the offices of Weil, Gotshal & Manges LLP, 767 Fifth Avenue, New York, New York 10153, at 10:00 a.m. EDT, on the
date on which the Initial Public Offering closes or at such other place or at such other time or on such other date as GECC and the Company may mutually agree upon in writing (the day on which the Closing takes place being the “Closing
Date”). 
 4.2 Closing Transactions. At or prior to the Closing: 

(a) The Separation contemplated by Article II shall be effected. 

(b) The appropriate Parties hereto shall enter into, and (as necessary) shall cause their respective Subsidiaries to enter into, the
agreements set forth below (collectively, the “Transaction Documents”): 
 (i) the Transitional Services
Agreement; 
 (ii) the Registration Rights Agreement; 

(iii) the Tax Sharing and Separation Agreement; 

(iv) the Employee Matters Agreement; 

(v) the Transitional Trademark License Agreement; 

  
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 (vi) the Intellectual Property Cross License Agreement; 

(vii) the GECC Term Loan Agreement; 

(viii) the MNT Subservicing Agreement; 

(ix) the Undrawn Committed Securitization Documents; 

(x) the Securitization Note Sale and Assignment Agreements; and 

(xi) the Transfer Documents. 

4.3 Amended and Restated Certificates of Incorporation and Amended and Restated Bylaws. At or prior to the Closing, GECC and the
Company shall each take all necessary action that may be required to provide for the adoption by the Company of the Amended and Restated Certificate of Incorporation of the Company in the form attached hereto as Exhibit G (the
“Charter”), and the Amended and Restated Bylaws of the Company in the form attached hereto as Exhibit H (the “Amended and Restated Bylaws”) and the filing of the Charter with the Secretary of State of the
State of Delaware. At or prior to the Closing, the Company shall take and shall cause GECRB to take all necessary action that may be required to provide for the adoption by GECRB of the Amended and Restated Certificate of Incorporation of GECRB in
form and substance reasonably satisfactory to GECC (the “Bank Charter”), and the Amended and Restated Bylaws of GECRB in form and substance reasonably satisfactory to GECC (the “Amended and Restated Bank Bylaws”).

 4.4 Transfers of Assets and Assumption of Liabilities. In furtherance of the assignment, transfer and conveyance of Company Assets
and the assumption of Company Liabilities provided for in Section 2.1(a)(i) and Section 2.1(a)(ii), on the Closing Date (i) GE or GECC shall execute and deliver, and shall cause its respective Subsidiaries to execute and
deliver, such bills of sale, stock powers, certificates of title, assignments of contracts and other instruments of transfer, conveyance and assignment as and to the extent necessary to evidence the transfer, conveyance and assignment of all of
GE’s and its Subsidiaries’ (other than the Company and its Subsidiaries) right, title and interest in and to the Company Assets to the Company and its Subsidiaries, and (ii) the Company shall execute and deliver such assumptions of
contracts and other instruments of assumption as and to the extent necessary to evidence the valid and effective assumption of the Company Liabilities by the Company. All of the foregoing documents contemplated by this Section 4.4 shall
be referred to collectively herein as the “GECC Transfer Documents.” 
 4.5 Transfer of Excluded Assets; Assumption of
Excluded Liabilities. 
 (a) To the extent any Excluded Asset or Excluded Liability is transferred to a member of the Company Group at
the Closing or is owned or held by a member of the Company Group after the Closing, from and after the Closing: 
 (i) the
Company shall, and shall cause its applicable Subsidiaries to, promptly assign, transfer, convey and deliver to GECC or certain of its Subsidiaries designated by GECC, and GECC or such Subsidiaries shall accept from the Company and its applicable
Subsidiaries, all of the Company’s and such Subsidiaries’ respective rights, titles and interests in and to such Excluded Assets; and 

  
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 (ii) GECC and certain of its Subsidiaries designated by GECC shall promptly
accept, assume and agree faithfully to perform, discharge and fulfill all such Excluded Liabilities in accordance with their respective terms. 

(b) In furtherance of the assignment, transfer and conveyance of Excluded Assets and the assumption of Excluded Liabilities set forth in
Section 4.5(a)(i) and Section 4.5(a)(ii): (i) the Company shall execute and deliver, and shall cause its Subsidiaries to execute and deliver, such bills of sale, certificates of title, assignments of contracts and other
instruments of transfer, conveyance and assignment as and to the extent necessary to evidence the transfer, conveyance and assignment of all of the Company’s and its Subsidiaries’ right, title and interest in and to the Excluded Assets to
GECC and its Subsidiaries, and (ii) GECC shall execute and deliver such assumptions of contracts and other instruments of assumption as and to the extent necessary to evidence the valid and effective assumption of the Excluded Liabilities by
GECC. All of the foregoing documents contemplated by this Section 4.5(b) shall be referred to collectively herein as the “Company Transfer Documents” and, together with the GECC Transfer Documents, the “Transfer
Documents.” 
 (c) To the extent that the transfer of such Excluded Assets and the assumption of such Excluded Liabilities require
any Governmental Approvals or Consents, the Parties shall use their reasonable best efforts to obtain such Governmental Approvals and Consents. 

(d) If and to the extent that the valid, complete and perfected transfer or assignment to the GE Group of any Excluded Assets or the
assumption by the GE Group of any Excluded Liabilities would be a violation of applicable Law or require any Consent or Governmental Approval, then, unless GECC and the Company mutually shall otherwise determine, the transfer or assignment to the GE
Group of such Excluded Assets or the assumption by the GE Group of such Excluded Liabilities shall be automatically deemed deferred and any such purported transfer, assignment or assumption shall be null and void until such time as all legal
impediments are removed or such Consents or Governmental Approvals have been obtained. 
 (e) If any transfer or assignment of any Excluded
Asset intended to be transferred or assigned hereunder or any assumption of any Excluded Liability intended to be assumed by GECC hereunder is not consummated on the Closing Date, whether as a result of the failure to obtain any required
Governmental Approvals or Consents under Section 4.5(c) or for any other reason, then, insofar as reasonably possible, (i) the member of the Company Group retaining such Excluded Asset shall thereafter hold such Excluded Asset for
the use and benefit of GECC (at GECC’s expense) and (ii) GECC shall, or shall cause its applicable Subsidiary to, pay or reimburse the member of the Company Group retaining such Excluded Liability for all amounts paid or incurred in
connection with such Excluded Liability. In addition, the member of the Company Group retaining such Excluded Asset shall, insofar as reasonably possible and to the extent permitted by applicable Law, treat such Excluded Asset in the ordinary course
of business in accordance with past practice and take such other actions as may be reasonably requested by GECC in order to place GECC in the same position as if such Excluded Asset had 

  
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been transferred as contemplated hereby and so that all the benefits and burdens relating to such Excluded Asset, including possession, use, risk of loss, potential for gain, and dominion,
control and command over such Excluded Asset, is to inure from and after the Closing Date to the GE Group. 
 4.6 Tax Matters. At the
Closing, GE and the Company shall enter into the Tax Sharing and Separation Agreement. To the extent that any representations, warranties, covenants and agreements between the parties with respect to Tax matters are set forth in the Tax Sharing and
Separation Agreement, such Tax matters shall be governed exclusively by the Tax Sharing and Separation Agreement and not by this Agreement. 

ARTICLE V 
 FINANCIAL AND OTHER
INFORMATION 
 5.1 Annual Financial Information. 

(a) The Company agrees that, so long as any member of the GE Group meets the Consolidation Threshold at any time during any fiscal year, the
Company shall deliver to GE or GECC, as applicable, the Corporate Reporting Data set forth on Schedule 5.1 for such year. The Company shall deliver the financial data and schedules comprising such Corporate Reporting Data within the
reasonable time periods specified by GECC, which time periods shall be specified by GECC in writing by no later than fifteen (15) days prior to the end of each fiscal year. All annual consolidated financial statements of the Company and its
Subsidiaries delivered to GE and GECC shall set forth in each case in comparative form the consolidated figures for the previous fiscal year prepared in accordance with Article 10 of Regulation S-X and consistent with the level of detail provided in
comparable financial statements furnished by the Company Business to GE or GECC prior to the Closing Date. The Corporate Reporting Data shall include all statistical information reasonably necessary for inclusion in any GE Group member’s annual
earnings press release, along with reasonably appropriate supporting documentation. The Corporate Reporting Data shall include (i) a discussion and analysis by management of the Company’s and its Subsidiaries’ consolidated financial
condition and results of operations for the requisite years, including, an explanation of any material adverse change, all in reasonable detail and prepared in accordance with Item 303(a) of Regulation S-K and (ii) a discussion and
analysis of the Company’s and its Subsidiaries’ consolidated financial condition and results of operations for the requisite years, including, an explanation of any material adverse change, all in reasonable detail and prepared in
accordance with Item 303(a) of Regulation S-K, prepared for inclusion in the annual report to stockholders of any member of the GE Group. 

(b) The Company agrees that, if members of the GE Group beneficially own, in the aggregate, (excluding for such purposes shares of Company
Common Stock beneficially owned by GECC but not for its own account, including (in such exclusion) beneficial ownership which arises by virtue of some entity that is an Affiliate of GECC being a sponsor of or advisor to a mutual or similar fund that
beneficially owns shares of Company Common Stock) on any date during a fiscal year at least five percent (5%) of the then outstanding Company Common Stock, the Company shall deliver to GE or GECC, as applicable, the unaudited consolidated
balance sheet of the Company and its Subsidiaries as of the end of each fiscal year and the 

  
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unaudited consolidated statements of earnings of the Company and its Subsidiaries for each fiscal year within the reasonable time periods specified by GECC, which time periods shall be specified
by GECC in writing by no later than fifteen (15) days prior to the end of each fiscal year. All annual consolidated financial statements of the Company and its Subsidiaries delivered to GE and GECC shall set forth in each case in comparative
form the consolidated figures for the previous fiscal year prepared in accordance with Article 10 of Regulation S-X and consistent with the level of detail provided in comparable financial statements furnished by the Company Business to GE or GECC
prior to the Closing Date. 
 (c) The Company agrees that, so long as any member of the GE Group meets the Consolidation Threshold at any
time during any fiscal year, (i) no later than the day prior to the day the Company publicly files its Annual Report on Form 10-K with the SEC or otherwise, the Company shall deliver to GE and GECC the final form of its Annual Report on Form
10-K, together with all certifications required by applicable Law by each of the chief executive officer and chief financial officer of the Company and the form of opinion the Company’s independent certified public accountants expect to provide
thereon, and (ii) the Company shall, if requested by GECC, also deliver to GE or GECC, as applicable, all of the information required to be delivered in Schedule 5.1 with respect to each Subsidiary of the Company which is itself required
to file Annual Reports on Form 10-K with the SEC, with such information to be provided in the same manner and detail and on the same time schedule as the information with respect to the Company required to be delivered to GE and GECC pursuant to
Schedule 5.1. 
 5.2 Quarterly Financial Information. 

(a) The Company agrees that, so long as any member of the GE Group meets the Consolidation Threshold at any time during any fiscal year, the
Company shall deliver to GE or GECC, as applicable, the Corporate Reporting Data set forth on Schedule 5.2 for the first, second and third quarter of each year. The Company shall deliver the financial data and schedules comprising such
Corporate Reporting Data within the reasonable time periods specified by GECC, which time periods shall be specified by GECC in writing by no later than fifteen (15) days prior to the end of each fiscal quarter. All quarterly consolidated
financial statements of the Company and its Subsidiaries delivered to GE and GECC shall include financial statements for such quarterly periods and for the period from the beginning of the current fiscal year to the end of such quarter, setting
forth in each case in comparative form for each such fiscal quarter of the Company the consolidated figures for the corresponding quarter and period of the previous fiscal year prepared in accordance with Article 10 of Regulation S-X and consistent
with the level of detail provided in comparable financial statements furnished by the Company Business to GE and GECC prior to the Closing Date. The Corporate Reporting Data shall include all statistical information reasonably necessary for
inclusion in any GE Group member’s quarterly earnings press release, along with reasonably appropriate supporting documentation. The Corporate Reporting Data shall include a discussion and analysis by management of the Company’s and its
Subsidiaries’ consolidated financial condition and results of operations for the requisite quarterly periods, including, an explanation of any material adverse change, all in reasonable detail and prepared in accordance with Item 303(b) of
Regulation S-K. 

  
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 (b) The Company agrees that, if members of the GE Group beneficially own, in the aggregate,
(excluding for such purposes shares of Company Common Stock beneficially owned by GECC but not for its own account, including (in such exclusion) beneficial ownership which arises by virtue of some entity that is an Affiliate of GECC being a sponsor
of or advisor to a mutual or similar fund that beneficially owns shares of Company Common Stock) on any date during a fiscal year at least five percent (5%) of the then outstanding Company Common Stock, the Company shall deliver to GE or GECC,
as applicable, the unaudited consolidated balance sheet of the Company and its Subsidiaries as of the end of each fiscal quarter and the unaudited consolidated statements of earnings of the Company and its Subsidiaries for each fiscal quarter within
the reasonable time periods specified by GECC, which time periods shall be specified by GECC in writing by no later than fifteen (15) days prior to the end of each fiscal quarter. All quarterly consolidated financial statements of the Company
and its Subsidiaries delivered to GE and GECC shall include financial statements for such quarterly periods and for the period from the beginning of the current fiscal year to the end of such quarter, setting forth in each case in comparative form
for each such fiscal quarter of the Company the consolidated figures for the corresponding quarter and period of the previous fiscal year prepared in accordance with Article 10 of Regulation S-X and consistent with the level of detail provided in
comparable financial statements furnished by the Company Business to GE and GECC prior to the Closing Date. 
 (c) The Company agrees that,
so long as any member of the GE Group meets the Consolidation Threshold at any time during any fiscal year, (i) no later than the day prior to the day the Company publicly files a Quarterly Report on Form 10-Q with the SEC or otherwise, the
Company shall deliver to GE and GECC the final form of its Quarterly Report on Form 10-Q, together with all certifications required by applicable Law by each of the chief executive officer and chief financial officer of the Company, and
(ii) the Company shall, if requested by GECC, also deliver to GE or GECC, as applicable, all of the information required to be delivered in Schedule 5.2 with respect to each Subsidiary of the Company which is itself required to file
Quarterly Reports on Form 10-Q with the SEC, with such information to be provided in the same manner and detail and on the same time schedule as the information with respect to the Company required to be delivered to GE and GECC pursuant to
Schedules 5.2. 
 5.3 GECC’s Operating Reviews. The Company agrees that, if members of the GE Group beneficially own, in
the aggregate, (excluding for such purposes shares of Company Common Stock beneficially owned by GECC but not for its own account, including (in such exclusion) beneficial ownership which arises by virtue of some entity that is an Affiliate of GECC
being a sponsor of or advisor to a mutual or similar fund that beneficially owns shares of Company Common Stock) on any date during a fiscal quarterly or annual period at least five percent (5%) of the then outstanding Company Common Stock, the
Company shall deliver to GE and GECC the FP&A Reports set forth on Schedule 5.3 for such quarterly or annual period in respect of the Applicable Accounting Method in effect as of the first day of such period. The Company shall deliver the
financial data and schedules comprising such FP&A Reports during each fiscal year within the reasonable time periods specified by GECC in writing by no later than fifteen (15) days prior to the end of the preceding fiscal year, or within
any other reasonable time periods specified by GECC in writing thereafter, but in any event prior to fifteen (15) days before the date such FP&A Report is required to be delivered to GE and GECC. The Company shall provide GE and GECC an
opportunity to meet with management of the Company to discuss such FP&A Reports upon reasonable notice during normal business hours. 

  
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 5.4 General Financial Statement Requirements. All information provided by the Company or
any of its Subsidiaries to any member of the GE Group pursuant to this Article V shall be consistent in terms of format and detail and otherwise with the procedures and practices in effect prior to the Closing Date with respect to the
provision of such financial and other information by the Company to any member of the GE Group (and where appropriate, as presently presented in financial and other reports delivered to the board of directors of GE or GECC), with such changes
therein as may be reasonably requested by GECC from time to time, and any changes in such procedures or practices that are required in order to comply with the rules and regulations of the SEC, as applicable. 

5.5 Twenty-Percent Threshold. The Company agrees that, if members of the GE Group beneficially own, in the aggregate, (excluding for
such purposes shares of Company Common Stock beneficially owned by GECC but not for its own account, including (in such exclusion) beneficial ownership which arises by virtue of some entity that is an Affiliate of GECC being a sponsor of or advisor
to a mutual or similar fund that beneficially owns shares of Company Common Stock) on any date during a fiscal year more than twenty percent (20%) of the then outstanding Company Common Stock, or, notwithstanding such percentage, if any member
of the GE Group is required during any fiscal year, in accordance with GAAP, to account for its investment in the Company on a consolidated basis or under the equity method of accounting, then in respect of such fiscal year: 

(a) Maintenance of Books and Records. The Company shall, and shall cause each of its consolidated Subsidiaries to, (i) make and
keep books, records and accounts, which, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company and such Subsidiaries, (ii) devise and maintain a system of internal accounting controls
sufficient to provide reasonable assurances that: (x) transactions are executed in accordance with management’s general or specific authorization, (y) transactions are recorded as necessary (1) to permit preparation of financial
statements in conformity with GAAP or any other criteria applicable to such statements and (2) to maintain accountability for assets and (z) access to assets is permitted only in accordance with management’s general or specific
authorization and (iii) comply with the provisions of Section 404 of the Sarbanes-Oxley Act of 2002, so long as in effect. 
 (b)
Fiscal Year. The Company shall, and shall cause each of its consolidated Subsidiaries to, maintain a fiscal year which commences on January 1 and ends on December 31 of each calendar year; provided that, if on the Closing
Date any consolidated Subsidiary of the Company has a fiscal year which ends on a date other than December 31, the Company shall use its reasonable best efforts to cause such Subsidiary to change its fiscal year to one which ends on
December 31 if such change is reasonably practicable. 
 (c) Other Financial Information. The Company shall provide to GE and
GECC upon reasonable request of GECC such other financial information and analyses of the Company and its Subsidiaries that may be necessary for any member of the GE Group to (1) comply with applicable financial reporting requirements or its
customary financial reporting 

  
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practices or (2) respond in a timely manner to any reasonable requests for information regarding the Company and its Subsidiaries received by GE or GECC from investors or financial analysts;
provided, however, that neither GECC nor any member of the GE Group shall disclose any material, non-public information of the Company except pursuant to policies and procedures mutually agreed upon by GECC and the Company for the
disclosure of such information and except as required by applicable Law. In connection therewith, the Company shall also permit GE, GECC, the GE Auditors and other Representatives of GE or GECC to discuss the affairs, finances and accounts of any
member of the Company Group with the officers of the Company and the Company Auditors, all at such times and as often as GECC may reasonably request upon reasonable notice during normal business hours. 

(d) Public Information and SEC Reports. The Company and each of its Subsidiaries that files information with the SEC shall cooperate
with GE and GECC in preparing reports, notices and proxy and information statements to be sent or made available by the Company or such Subsidiaries to their security holders, all regular, periodic and other reports filed under Sections 13, 14 and
15 of the Exchange Act by the Company or such Subsidiaries and all registration statements and prospectuses to be filed by the Company or such Subsidiaries with the SEC or any securities exchange pursuant to the listed company manual (or similar
requirements) of such exchange (collectively, “Company Public Documents”) and deliver to GE (to the attention of its Senior Securities Counsel), no later than the date the same are printed for distribution to its shareholders, sent
to its shareholders or filed with the SEC, whichever is earliest, final copies of all Company Public Documents. Upon reasonable advance notice from GE of its planned filing date for any given period (including reasonable notice of any changes to
such date), the Company shall file (x) its Quarterly Report on Form 10-Q with the SEC no later than 10 days after GE’s planned filing date with the SEC for its quarterly reports for the corresponding period, and (y) its Annual Report
on Form 10-K with the SEC no later than 15 days after GE’s planned filing date with the SEC for its annual reports for the corresponding period; provided, that in no event shall the Company file such report for any given period prior to
GE’s filing of its own such report for the corresponding period. The Parties shall cooperate in preparing all press releases and other statements to be made available by the Company or any of its Subsidiaries to the public, including,
information concerning material developments in the business, properties, results of operations, financial condition or prospects of the Company or any of its Subsidiaries. GE and GECC shall have the right to review, reasonably in advance of public
release or release to financial analysts or investors and in a manner consistent with the procedures and practices in effect prior to the Closing Date with respect to press releases issued by the Company (1) all press releases and other
statements to be made available by the Company or any of its Subsidiaries to the public and (2) all reports and other information prepared by the Company or any of its Subsidiaries for release to financial analysts or investors;
provided, however, that neither GE nor any member of the GE Group shall disclose any material, non-public information of the Company except pursuant to policies and procedures mutually agreed upon by GE or GECC and the Company for the
disclosure of such information and except as required by applicable Law; provided, further, that at any time when members of the GE Group beneficially own, in the aggregate, (excluding for such purposes shares of Company Common Stock
beneficially owned by GECC but not for its own account, including (in such exclusion) beneficial ownership which arises by virtue of some entity that is an Affiliate of GECC being a sponsor of or advisor to a mutual or similar fund that beneficially
owns shares of Company Common Stock) fifty percent (50%) or less of the then outstanding Company Common Stock, 

  
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GE or GECC shall only have the right to review such press releases, public statements, reports and other information in advance if necessary for any member of the GE Group to (1) comply with
applicable financial reporting requirements or its customary financial reporting practices or (2) respond to any reasonable requests for information regarding the Company and its Subsidiaries received by GE or GECC from investors or financial
analysts. No press release, report, registration, information or proxy statement, prospectus or other document which refers, or contains information with respect, to any member of the GE Group shall be filed with the SEC or otherwise made public or
released to any financial analyst or investor by the Company or any of its Subsidiaries without the prior written consent of GECC (which consent shall not be unreasonably withheld, conditioned or delayed) with respect to those portions of such
document that contain information with respect to any member of the GE Group, except as may be required by Law (in such cases the Company shall use its reasonable best efforts to notify the relevant member of the GE Group and to obtain such
member’s consent before making such a filing with the SEC or otherwise making any such information public). 
 (e) Meetings with
Financial Analysts. The Company shall notify GE and GECC reasonably in advance of the date of all scheduled meetings and conference calls to be held between the Company and members of the investment community (including any financial analysts),
and of any conferences to be attended by management of the Company with members of the investment community, and shall consult with GE and GECC as to the appropriate timing for all such meetings, calls and conferences. With respect to any such
meeting, call or conference to be held at a time when members of the GE Group beneficially own, in the aggregate, (excluding for such purposes shares of Company Common Stock beneficially owned by GECC but not for its own account, including (in such
exclusion) beneficial ownership which arises by virtue of some entity that is an Affiliate of GECC being a sponsor of or advisor to a mutual or similar fund that beneficially owns shares of Company Common Stock) more than fifty percent (50%) of
the then outstanding Company Common Stock, the Company shall not schedule such meeting or call or attend such conference on any date to which GECC reasonably objects. The foregoing shall not require the Company to notify GE and GECC of one-on-one
discussions between management of the Company and members of the investment community (including any financial analysts). 
 (f) Earnings
Releases. GE agrees that, unless required by Law or unless the Company shall have consented thereto, no member of the GE Group will publicly release any quarterly, annual or other financial information of the Company or any of its Subsidiaries
(“Company Information”) delivered to GE or GECC pursuant to this Article V prior to the time that GE publicly releases financial information of GE, for the relevant period. GE will consult with the Company on the timing of
their annual and quarterly earnings releases and GE and the Company will give each other an opportunity to review the information therein relating to the Company and its Subsidiaries and to comment thereon; provided, that GE shall have the sole
right to determine the timing of all such releases if GE and the Company disagree. Upon reasonable advance notice from GE, the Company shall publicly release its financial results for each annual and quarterly period on the day of GE’s earnings
release within a reasonable time following GE’s release. If any member of the GE Group is required by Law to publicly release such Company Information prior to the public release of GE’s or GECC’s financial information, GE will give
the Company notice of such release of Company Information as soon as practicable but no later than two (2) days prior to such release of Company Information. 

  
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 5.6 GE Public Filings. The Company shall cooperate, and cause its accountants to
cooperate, with GE and GECC to the extent reasonably requested by GECC in the preparation of GE’s or GECC’s, as applicable, press releases, public earnings releases, Quarterly Reports on Form 10-Q, Annual Reports to Shareholders, Annual
Reports on Form 10-K, any Current Reports on Form 8-K and any amendments thereto and any other proxy, information and registration statements, reports, notices, prospectuses and any other filings made by GE or any of its Subsidiaries with the SEC,
any national securities exchange or otherwise made publicly available (collectively, “GE Public Filings”). The Company agrees to provide to GE and GECC all information that GE or GECC reasonably requests in connection with any such
GE Public Filings or that, in the judgment of GE’s or GECC’s legal department, is required to be disclosed therein under any Law. The Company agrees to use reasonable efforts to provide such information in a timely manner to enable GE or
GECC, as applicable, to prepare, print and release such GE Public Filings on such date as GE or GECC shall determine. If and to the extent reasonably requested by GE or GECC, the Company shall diligently and promptly review all drafts of such GE
Public Filings and prepare in a diligent and timely fashion any portion of such GE Public Filing pertaining to the Company or its Subsidiaries. Prior to any printing or public release of any GE Public Filing, an appropriate executive officer of the
Company, shall, if requested by GE or GECC, continue the existing practice of certifying and representing that the information provided by the Company relating to the Company, in such GE Public Filing is accurate, true and correct in all material
respects. Unless required by Law, without the prior consent of GECC, the Company shall not publicly release any financial or other information that conflicts with the information with respect to the Company, any Affiliate of the Company or the
Company Group that is provided by the Company for any GE Public Filing. 
 5.7 GE Annual Statements. In connection with any GE Group
member’s preparation of its audited annual financial statements and its Annual Reports to Shareholders (collectively the “GE Annual Statements”), during any fiscal year in which the members of the GE Group own, in the
aggregate, (excluding for such purposes shares of Company Common Stock beneficially owned by GE but not for its own account, including (in such exclusion) beneficial ownership which arises by virtue of some entity that is an Affiliate of GE being a
sponsor of or advisor to a mutual or similar fund that beneficially owns shares of Company Common Stock) more than twenty percent (20%) of the then outstanding Company Common Stock, (or such lesser percentage during any fiscal year that any
member of the GE Group is required, in accordance with GAAP, to account for its investment in the Company on a consolidated basis or under the equity method of accounting), the Company agrees as follows: 

(a) Coordination of Auditors’ Opinions. The Company will use its reasonable best efforts to enable its independent certified
public accountants (the “Company Auditors”) to complete their audit such that they will date their opinion on the Company’s audited annual financial statements on the same date that GE independent certified public accountants
(the “GE Auditors”) date their opinion on the GE Annual Statements, and to enable GE to meet its timetable for the printing, filing and public dissemination of the GE Annual Statements. 

(b) Access to Personnel and Working Papers. The Company will request the Company Auditors to make available to the GE Auditors both the
personnel who performed or are performing the annual audit of the Company and, consistent with customary professional practice and courtesy of such auditors with respect to the furnishing of work papers, work papers


  
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related to the annual audit of the Company, in all cases within a reasonable time after the Company Auditors’ opinion date, so that the GE Auditors are able to perform the procedures they
consider necessary to take responsibility for the work of the Company Auditors as it relates to the GE Auditors’ report on the GE Annual Statements, all within sufficient time to enable GE to meet its timetable for the printing, filing and
public dissemination of the GE Annual Statements. Until the Trigger Date, if the GE Auditors identify, in any management letter or other correspondence in connection with the annual audit of GE, any issue with the accounting principles, any proposed
adjustment or any similar area of concern with respect to the Company Group, GE shall promptly inform the Company and provide the Company with an excerpt of the applicable portions of such management letter or correspondence. 

5.8 Fifty-Percent Threshold. The Company agrees that if members of the GE Group beneficially own, in the aggregate (excluding for such
purposes shares of Company Common Stock beneficially owned by GECC but not for its own account, including (in such exclusion) beneficial ownership which arises by virtue of some entity that is an Affiliate of GECC being a sponsor of or advisor to a
mutual or similar fund that beneficially owns shares of Company Common Stock) on any date during a fiscal year more than fifty percent (50%) of the then outstanding Company Common Stock, or, notwithstanding such percentage, if any member of the
GE Group is required during any fiscal year, in accordance with GAAP, to consolidate the Company’s financial statements with its financial statements, then in respect of such fiscal year: 

(a) Internal Auditors. The Company shall provide GECC, GE, the GE Auditors or other Representatives of GE or GECC reasonable access
upon reasonable notice during normal business hours to the Company’s and its Subsidiaries’ books and records so that GECC may conduct reasonable audits relating to the financial statements provided by the Company pursuant to this
Article V, as well as to the internal accounting controls and operations of the Company and its Subsidiaries; provided, however, that any such audits will be conducted in the same manner and using the same procedures as
conducted on the date hereof for audits of the Company including, but not limited to, reporting audit findings to management of the business or unit subject to the audit. 

(b) Accounting Estimates and Principles. The Company will give GECC reasonable notice of any proposed material change in accounting
estimates or material changes in accounting principles from those in effect with respect to the Company, its Subsidiaries and the Affiliates of GE that comprise the Company Group immediately prior to the Closing Date, and will give GECC notice
immediately following adoption of any such changes that are mandated or required by the SEC, the Financial Accounting Standards Board or the Public Company Accounting Oversight Board. In connection therewith, the Company will consult with GE or
GECC, and, if requested by GECC, the Company will consult with the GE Auditors with respect thereto. As to material changes in accounting principles that could affect any member of the GE Group, the Company will not make any such changes without
GECC’s prior written consent (which consent will not unreasonably withheld, conditioned or delayed), excluding changes that are mandated or required by the SEC, the Financial Accounting Standards Board or the Public Company Accounting Oversight
Board, if such a change would be sufficiently material to be required to be disclosed in the Company’s financial statements as filed with the SEC or otherwise publicly disclosed therein. If GECC so requests, the Company will be required to
obtain the concurrence of the Company Auditors as to such material change prior to 

  
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its implementation. GECC will use its reasonable best efforts to promptly respond to any request by the Company to make a change in accounting principles and, in any event, in sufficient time to
enable the Company to comply with its obligations under Section 5.1. 
 (c) Management Certification. The Company’s
chief executive officer and the Company’s chief financial or accounting officer shall submit quarterly representations in a form consistent with past practice (with such changes thereto prescribed by GE consistent with representations furnished
to GE by other Subsidiaries of GE or as otherwise required by changes to applicable Law or stock exchange requirements) attesting to the accuracy and completeness of the financial and accounting records referred to therein in all material respects.

 (d) Operating Review Process. The Company shall conduct its strategic and operational review process on a schedule that is
consistent with that of GECC’s. GECC acknowledges that, as a supplement to the information furnished by the Company to GECC pursuant to Section 5.3, GECC shall conduct its strategic and operational reviews of the Company through
participation in meetings or other activities of the Company board of directors (the “Company Board”) by the members of the Company Board that are designated for nomination by GECC. To facilitate GECC’s participation in the
process in this manner, the Company shall hold all of its regularly scheduled board meetings at which its strategic and operational reviews are discussed within a time frame consistent with GECC’s strategic and operational review process. GECC
shall make a good faith attempt to conduct all other reviews of the Company’s operations, affairs, finances or results (other than those required to comply with applicable financial reporting requirements or its customary financial reporting
practices) through participation in meetings or other activities of the Company Board by the members of the Company Board that are designated for nomination by GECC. In connection with strategic, operational or other reviews, relevant GECC personnel
other than the members of the Company Board designated for nomination by GECC may participate at GECC’s invitation. GECC will notify the Company in advance of any such additional attendees. 

5.9 Accountants’ Reports. The Company agrees that if members of the GE Group beneficially own any shares of Company Common Stock
(excluding for such purposes shares of Company Common Stock beneficially owned by GECC but not for its own account, including (in such exclusion) beneficial ownership which arises by virtue of some entity that is an Affiliate of GECC being a sponsor
of or advisor to a mutual or similar fund that beneficially owns shares of Company Common Stock) on any date during a fiscal year the Company will promptly upon receipt of written notice from GECC, but in no event later than five (5) Business
Days following the receipt thereof, deliver to GE and GECC copies of all reports submitted to the Company or any of its Subsidiaries by their independent certified public accountants, including, each report submitted to the Company or any of its
subsidiaries concerning its accounting practices and systems and any comment letter submitted to management in connection with their annual audit and all responses by management to such reports and letters. 

5.10 Regulatory Requirements and Information. Until the date on which no member of the GE Group is, as a result of its relationship
with any member of the Company Group, a registered savings and loan holding company subject to regulation by the Board, under section 10 of HOLA and Regulation LL (“Deregistration”), 

  
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 (a) the Company shall provide to the applicable member of the GE Group all financial,
risk-related and other information that such member of the GE Group requires to prepare and provide any report or other submission to the Board or any other federal or state bank regulatory agency or authority, including the Office of the
Comptroller of the Currency, the Federal Deposit Insurance Corporation and the Consumer Financial Protection Bureau, (collectively, the “Bank Regulatory Agencies”), requires to comply with any other supervisory or regulatory
requirement to which such member of the GE Group is subject under any federal or state banking Laws, including but not limited to section 10 of HOLA or Regulation LL, or reasonably requires for its own internal risk reporting and risk management
requirements, including (for illustrative purposes only) the reports set forth on Schedule 5.10(a); provided, however, that if members of the GE Group beneficially own, in the aggregate (excluding for such purposes shares of
Company Common Stock beneficially owned by GECC but not for its own account, including (in such exclusion) beneficial ownership which arises by virtue of some entity that is an Affiliate of GECC being a sponsor of or advisor to a mutual or similar
fund that beneficially owns shares of Company Common Stock) on any date during a fiscal year less than ten percent (10%) of the then outstanding Company Common Stock, the Company shall only be required to provide the applicable member of the GE
Group financial, risk-related and other information reasonably requested by such member of the GE Group (it being understood that a request for information required by the GE Group under any applicable Law or to comply with any supervisory or
regulatory requirement shall be deemed reasonable for purposes of this provision); 
 (b) subject to applicable Law, the Company shall
provide to GECC copies of (i) all reports of examinations or other supervisory visitations prepared by any Bank Regulatory Agency regarding the Company or any Subsidiaries of the Company and (ii) any other supervisory communications from
any Bank Regulatory Agency identifying any matter requiring attention or correction by the Company or any of its Subsidiaries or regarding any existing or potential investigation or enforcement action by any Bank Regulatory Agency relating to the
Company or any of its Subsidiaries; 
 (c) to the extent not inconsistent with applicable Law, the prior written consent of GECC shall be
required in connection with any arrangements, agreements or settlements to be entered into by the Company or any Subsidiary of the Company with any Governmental Authority (including any Bank Regulatory Agencies) which would reasonably be expected to
have a material financial, reputational, regulatory or operational impact on GECC, such consent not to be unreasonably withheld, conditioned or delayed (it being understood that the need of any member of the GE Group to comply with applicable Law
shall be deemed reasonable for purposes of this provision), including, any material form of informal or formal enforcement action (including informal written commitments, a written agreement or a consent cease and desist order), prompt corrective
action directive, safety and soundness order, deferred prosecution agreement, or other material settlement agreement with any Bank Regulatory Agency, the Financial Crimes Enforcement Network, the Department of Justice, or any other federal, state or
foreign regulatory or law enforcement agency; 
 (d) the Company shall provide to GECC copies of (i) all risk-related materials to be
provided to the Company Board (or a committee thereof) or to the Bank Board (or a committee thereof) for approval by either such Board (or committee thereof) and (ii) all reports 

  
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provided to the Company Board (or a committee thereof) or to the Bank Board (or a committee thereof) regarding material risks, concentrations, or emerging risks to the Company or GECRB, in each
case at the same time as such materials are provided to each such Board (or committee thereof); 
 (e) the Company shall allow GECC, or any
of its Subsidiaries, on reasonable notice and in a reasonable manner, to conduct audits of the Company, including (but not limited to) with respect to the Company’s activities, operations and compliance with applicable Law; and 

(f) the Company shall (i) enforce Article IV, Section (B)(2)(b) of the Charter, which prevents any person or entity (other than any
“Exempt Person” (as defined therein)), whether acting individually or in concert with others, from voting shares of Company Common Stock representing more than 4.99 percent of outstanding Company Common Stock and (ii) not engage, or
attempt to engage, in any activity that is not permissible for a savings and loan holding company under section 10(c)(9)(B) of HOLA (12 U.S.C. § 1467a(c)(9)(B)) and the provisions of Regulation LL implementing section 10(c)(9)(B). 

Any information or materials obtained from the Company by any member of the GE Group pursuant to this Section 5.10 shall be used solely for the
purpose of complying with the reporting requirement or other supervisory or regulatory requirement for which GE or the Subsidiary of GE obtained such information, and for no other purpose. The provisions of this Section 5.10 shall cease
to be effective upon Deregistration (subject to the right of GE unilaterally to waive all or any part of this Section 5.10 prior to such date). For clarity, all references to the Company in this Section 5.10 include all
Subsidiaries of the Company, including GECRB, except in subclause (f)(ii) in which the reference to the Company includes all Subsidiaries of the Company other than GECRB. 

5.11 Agreement for Exchange of Information; Archives. 

(a) Each of GECC and the Company, on behalf of itself and its respective Group, agrees to provide, or cause to be provided, to the other
Group, at any time before or after the Closing Date, as soon as reasonably practicable after written request therefor, any Information in the possession or under the control of such respective Group which the requesting Party reasonably needs
(i) to comply with reporting, disclosure, filing or other requirements imposed on the requesting Party or a member of its Group (including under applicable securities or tax Laws) under the CALMA or by a Governmental Authority having
jurisdiction over the requesting Party or such member of its Group, (ii) for use in any other judicial, regulatory, administrative, tax or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation, tax or other
similar requirements, in each case other than claims or allegations that one Party to this Agreement has against the other, or (iii) subject to the foregoing clause (ii), to comply with its obligations under this Agreement or any Transaction
Document; provided, however, that in the event that any Party determines that any such provision of Information could be commercially detrimental, violate any Law or agreement, or waive any attorney-client privilege, the Parties shall take all
reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence. 

  
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 (b) After the Closing Date, the Company shall have access during regular business hours (as in
effect from time to time) to the documents and objects of historic significance that relate to the Company Business that are located in archives retained or maintained by any member of the GE Group. The Company may obtain copies (but not originals
unless it is a Company Asset) of documents for bona fide business purposes and may obtain objects for exhibition purposes for commercially reasonable periods of time if required for bona fide business purposes, provided that the Company shall cause
any such objects to be returned promptly in the same condition in which they were delivered to the Company and the Company shall comply with any rules, procedures or other requirements, and shall be subject to any restrictions (including
prohibitions on removal of specified objects), that are then applicable to GECC. The Company shall pay the applicable fee or rate per hour for archives research services (subject to increase from time to time to reflect rates then in effect for GECC
generally). Nothing herein shall be deemed to restrict the access of any member of the GE Group to any such documents or objects or to impose any liability on any member of the GE Group if any such documents or objects are not maintained or
preserved by GECC. 
 (c) After the Closing Date, GECC shall have access during regular business hours (as in effect from time to time) to
the documents and objects of historic significance that relate to the businesses of any member of the GE Group that are located in archives retained or maintained by any member of the Company Group. Any member of the GE Group may obtain copies (but
not originals unless it is a Company Asset) of documents for bona fide business purposes and may obtain objects for exhibition purposes for commercially reasonable periods of time if required for bona fide business purposes, provided that such
member of the GE Group shall cause any such objects to be returned promptly in the same condition in which they were delivered to such member of the GE Group and the members of the GE Group shall comply with any rules, procedures or other
requirements, and shall be subject to any restrictions (including prohibitions on removal of specified objects), that are then applicable to the Company. GECC shall pay the applicable fee or rate per hour for archives research services (subject to
increase from time to time to reflect rates then in effect for the Company generally). Nothing herein shall be deemed to restrict the access of any member of the Company Group to any such documents or objects or to impose any liability on any member
of the Company Group if any such documents or objects are not maintained or preserved by the Company. 
 5.12 Ownership of
Information. Any Information owned by one Group that is provided to a requesting Party pursuant to Section 5.11 shall be deemed to remain the property of the providing Group. Unless specifically set forth herein, nothing contained in
this Agreement shall be construed as granting or conferring rights of license or otherwise in any such Information. 
 5.13 Compensation
for Providing Information. In connection with information exchanged pursuant to Section 5.11, the Party requesting Information agrees to reimburse the other Party for the reasonable out-of-pocket costs, if any, of creating, gathering
and copying such Information, to the extent that such costs are incurred for the benefit of the requesting Party. Except as may be otherwise specifically provided elsewhere in this Agreement or in any other agreement between the Parties, such costs
shall be computed in accordance with the providing Party’s standard methodology and procedures. 

  
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 5.14 Record Retention. To facilitate the possible exchange of Information pursuant to this
Article V and other provisions of this Agreement after the Closing Date, GECC and the Company agree to use their reasonable best efforts to retain all Information in their respective possession or control in accordance with the policies of GE
as in effect on the Closing Date or such other policies as may be reasonably adopted by the appropriate party after the Closing Date. No Party will destroy, or permit any of its Subsidiaries to destroy, any Information which the other Party may have
the right to obtain pursuant to this Agreement prior to the fifth anniversary of the date hereof without first using its reasonable efforts to notify the other Party of the proposed destruction and giving the other Party the opportunity to take
possession of such Information prior to such destruction; provided, however, that in the case of any Information relating to Taxes or employee benefits, such period shall be extended to the expiration of the applicable statute of limitations (giving
effect to any extensions thereof); provided further, however, no Party will destroy, or permit any of its Subsidiaries to destroy, any Information required to be retained by applicable Law. 

5.15 Liability. No Party shall have any liability to any other Party in the event that any Information exchanged or provided pursuant
to this Agreement which is an estimate or forecast, or which is based on an estimate or forecast, is found to be inaccurate in the absence of willful misconduct by the Party providing such Information. No Party shall have any liability to any other
Party if any Information is destroyed after reasonable best efforts by such Party to comply with the provisions of Section 5.14. 

5.16 Other Agreements Providing for Exchange of Information. 

(a) The rights and obligations granted under this Article V are subject to any specific limitations, qualifications or additional
provisions on the sharing, exchange, retention or confidential treatment of Information set forth in any Transaction Document. 
 (b) When
any Information provided by one Group to the other (other than Information provided pursuant to Section 5.14) is no longer needed for the purposes contemplated by this Agreement or any other Transaction Document or is no longer required
to be retained by applicable Law, the receiving party will promptly after request of the other party either return to the other party all Information in a tangible form (including all copies thereof and all notes, extracts or summaries based
thereon) or certify to the other party that it has destroyed such Information (and such copies thereof and such notes, extracts or summaries based thereon). 

5.17 Production of Witnesses; Records; Cooperation. 

(a) After the Closing Date, except in the case of an adversarial Action by one Party against another Party, each of GECC and the Company shall
use its reasonable efforts to make available to each other Party, upon written request, the former, current and future directors, officers, employees, other personnel and agents of the members of its respective Group as witnesses and any books,
records or other documents within its control or which it otherwise has the ability to make available, to the extent that any such person (giving consideration to business demands of such directors, officers, employees, other personnel and agents)
or books, records or other documents may reasonably be required in connection with any Action or IP Application in which the requesting Party may from time to time be involved, regardless of whether such Action or IP Application is a matter with
respect to which indemnification may be sought hereunder. The requesting Party shall bear all costs and expenses in connection therewith. 

  
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 (b) If an Indemnifying Party chooses to defend or to seek to compromise or settle any Third-Party
Claim, the other parties shall make available to such Indemnifying Party, upon written request, the former, current and future directors, officers, employees, other personnel and agents of the members of its respective Group as witnesses and any
books, records or other documents within its control or which it otherwise has the ability to make available, to the extent that any such person (giving consideration to business demands of such directors, officers, employees, other personnel and
agents) or books, records or other documents may reasonably be required in connection with such defense, settlement or compromise, or the prosecution, evaluation or pursuit thereof, as the case may be, and shall otherwise cooperate in such defense,
settlement or compromise, or such prosecution, evaluation or pursuit, as the case may be. 
 (c) Without limiting the foregoing, GECC and
the Company shall cooperate and consult to the extent reasonably necessary with respect to any Actions. 
 (d) Without limiting any
provision of this Section 5.17, each of GECC and the Company agrees to cooperate, and to cause each member of its respective Group to cooperate, with each other in the defense of any infringement or similar claim with respect any
intellectual property and shall not claim to acknowledge, or permit any member of its respective Group to claim to acknowledge, the validity or infringing use of any intellectual property of a third Person in a manner that would hamper or undermine
the defense of such infringement or similar claim except as required by Law. 
 (e) The obligation of GECC and the Company to provide
witnesses pursuant to this Section 5.17 is intended to be interpreted in a manner so as to facilitate cooperation and shall include the obligation to provide as witnesses inventors and other officers without regard to whether the witness
or the employer of the witness could assert a possible business conflict (subject to the exception set forth in the first sentence of Section 5.17(a)). 

(f) In connection with any matter contemplated by this Section 5.17, GECC and the Company will enter into a mutually acceptable
joint defense agreement so as to maintain to the extent practicable any applicable attorney-client privilege, work product immunity or other applicable privileges or immunities of any member of any Group. 

5.18 Privilege. The provision of any information pursuant to this Article V shall not be deemed a waiver of any privilege,
including privileges arising under or related to the attorney-client privilege or any other applicable privilege (a “Privilege”). Following the Closing Date, neither the Company or any member of the Company Group nor GECC or any
member of the GE Group will be required to provide any information pursuant to this Article V if the provision of such information would serve as a waiver of any Privilege afforded such information. 

5.19 Reasonable. For the purposes of this Article V, any request for information shall be deemed reasonable in content or timing
if such request is consistent with past practices. 

  
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 ARTICLE VI 

RELEASE; INDEMNIFICATION 
 6.1
Release of Pre-Closing Claims. 
 (a) Except as provided in (i) Section 6.1(c), (ii) any exceptions to the
indemnification provisions of Sections 6.2, 6.3 and 6.4 set forth in those Sections and (iii) any Transaction Document and this Agreement, effective as of the Closing Date, the Company does hereby, for itself and each other
member of the Company Group, their respective Affiliates, successors and assigns, and all Persons who at any time prior to the Closing Date have been directors, officers, agents or employees of any member of the Company Group (in each case, in their
respective capacities as such), remise, release and forever discharge GECC and the other members of the GE Group, their respective Affiliates, successors and assigns, and all Persons who at any time prior to the Closing Date have been stockholders,
directors, officers, agents or employees of any member of the GE Group (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns, from any and all Liabilities whatsoever,
whether at Law or in equity (including any right of contribution), whether arising under any contract or agreement, by operation of Law or otherwise, existing or arising from any acts or events occurring or failing to occur or alleged to have
occurred or to have failed to occur or any conditions existing or alleged to have existed on or before the Closing Date, including in connection with the transactions and all other activities to implement the Separation, the Initial Public Offering,
the Distribution and any of the other transactions contemplated hereunder and under the Transaction Documents. 
 (b) Except as provided in
(i) Section 6.1(c), (ii) any exceptions to the indemnification provisions of Sections 6.2, 6.3 and 6.4 set forth in those Sections and (iii) any Transaction Document and this Agreement, effective as of
the Closing Date, GE and GECC do hereby, for themselves and each other member of the GE Group, their respective Affiliates, successors and assigns, and all Persons who at any time prior to the Closing Date have been stockholders, directors,
officers, agents or employees of any member of the GE Group (in each case, in their respective capacities as such), remise, release and forever discharge the Company, the respective members of the Company Group, their respective Affiliates,
successors and assigns, and all Persons who at any time prior to the Closing Date have been stockholders, directors, officers, agents or employees of any member of the Company Group (in each case, in their respective capacities as such), and their
respective heirs, executors, administrators, successors and assigns, from any and all Liabilities whatsoever, whether at Law or in equity (including any right of contribution), whether arising under any contract or agreement, by operation of Law or
otherwise, existing or arising from any acts or events occurring or failing to occur or alleged to have occurred or to have failed to occur or any conditions existing or alleged to have existed on or before the Closing Date, including in connection
with the transactions and all other activities to implement the Separation, the Initial Public Offering, the Distribution and any of the other transactions contemplated hereunder and under the Transaction Documents. 

  
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 (c) Nothing contained in Section 6.1(a) or Section 6.1(b) shall impair
any right of any Person to enforce this Agreement, any Transaction Document or any agreements, arrangements, commitments or understandings that are specified in Section 2.4(b) or the applicable Schedules thereto not to terminate as of
the Closing Date, in each case in accordance with its terms. Nothing contained in Section 6.1(a) or Section 6.1(b) shall release any Person from: 

(i) any Liability provided in or resulting from any agreement among any members of the GE Group or the Company Group that is
specified in Section 2.4(b) or the applicable Schedules thereto not to terminate as of the Closing Date, or any other Liability specified in such Section 2.4(b) not to terminate as of the Closing Date; 

(ii) any Liability, contingent or otherwise, assumed, transferred, assigned or allocated to the Group of which such Person is a
member in accordance with, or any other Liability of any member of any Group under, this Agreement or any Transaction Document; 

(iii) any Liability for the sale, lease, construction or receipt of property or services purchased, obtained or used in the
ordinary course of business by a member of one Group from a member of the other Group prior to the Closing Date; 
 (iv) any
Liability for unpaid amounts for services or refunds owing on services due on a value-received basis for work done by a member of one Group at the request or on behalf of a member of the other Group; or 

(v) any Liability that GECC and the Company may have with respect to indemnification or contribution pursuant to this Agreement
or otherwise, including for claims brought against GECC and the Company by third Persons (which third person claims shall be governed by the provisions of this Article VI and, if applicable, the appropriate provisions of the Transaction
Documents). 
 In addition, nothing contained in Section 6.1(a) shall release GECC and any member of the GE Group from
indemnifying and advancing expenses to any director, officer or employee of the Company who was a director, officer or employee of any member of the GE Group or any of their Affiliates on or prior to the Closing Date (including, for the avoidance of
doubt, any indemnification or advancement of expenses obligations in respect of the Initial Public Offering), to the extent such director, officer or employee is or becomes a named defendant in any Action with respect to which he or she was entitled
to such indemnification or advancement of expenses pursuant to then existing obligations. 
 (d) The Company shall not make, and shall not
permit any member of the Company Group to make, any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or any indemnification, against GECC or any member of the GE Group, or any other Person
released pursuant to Section 6.1(a), with respect to any Liabilities released pursuant to Section 6.1(a). GECC shall not, and shall not permit any member of the GE Group, to make any claim or demand, or commence any Action
asserting any claim or demand, including any claim of contribution or any indemnification against the Company or any member of the Company Group, or any other Person released pursuant to Section 6.1(b), with respect to any Liabilities
released pursuant to Section 6.1(b). 

  
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 (e) It is the intent of each of GE, GECC and the Company, by virtue of the provisions of this
Section 6.1, to provide for a full and complete release and discharge of all Liabilities existing or arising from all acts and events occurring or failing to occur or alleged to have occurred or to have failed to occur and all conditions
existing or alleged to have existed on or before the Closing Date, between or among the Company or any member of the Company Group, on the one hand, and GE, GECC or any member of the GE Group, on the other hand (including any contractual agreements
or arrangements existing or alleged to exist between or among any such members on or before the Closing Date), except as expressly set forth in Sections 6.1(a), (b) and (c). At any time, at the request of any other Party,
each Party shall cause each member of its respective Group to execute and deliver releases reflecting the provisions hereof. 
 6.2
General Indemnification by the Company. Except (i) as provided in Section 6.5 or (ii) as required by applicable Law, the Company shall, and shall cause the other members of the Company Group to, indemnify, defend and
hold harmless on an After-Tax Basis each member of the GE Group and each of their respective directors, officers and employees, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “GE
Indemnified Parties”), from and against any and all Liabilities of the GE Indemnified Parties relating to, arising out of or resulting from any of the following items (without duplication): 

(a) the failure of the Company or any other member of the Company Group or any other Person to pay, perform or otherwise promptly discharge
any Company Liabilities or Company Contract in accordance with its respective terms, whether prior to or after the Closing Date; 
 (b) any
Company Liability or any Company Contract; 
 (c) the Guarantees and, except to the extent it relates to an Excluded Liability, any other
guarantee, indemnification obligation, surety bond or other credit support agreement, arrangement, commitment or understanding by any member of the GE Group for the benefit of any member of the Company Group that survives the Closing; 

(d) any breach by any member of the Company Group of this Agreement or any of the Transaction Documents (other than the Transaction Documents
set forth on Schedule 6.2(d)) or any action by the Company in contravention of its Charter or Amended and Restated Bylaws; and 
 (e)
any untrue statement or alleged untrue statement of a material fact contained in any GE Public Filing or any other document filed with the SEC by any member of the GE Group pursuant to the Securities Act or the Exchange Act, or any omission or
alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the
extent, that those Liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information that is either furnished to any of the GE Indemnified Parties by any member of the Company Group or
incorporated by reference by any GE Indemnified Party from any filings made by any member of the Company Group with the SEC pursuant to the Securities Act or the Exchange Act, and then only if that statement or omission was made or occurred after
the Closing Date. 

  
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 6.3 General Indemnification by GECC. Except (i) as provided in
Section 6.5 or (ii) as required by applicable Law, GECC shall indemnify, defend and hold harmless on an After-Tax Basis each member of the Company Group and each of their respective directors, officers and employees, and each of the
heirs, executors, successors and assigns of any of the foregoing (collectively, the “Company Indemnified Parties”), from and against any and all Liabilities of the Company Indemnified Parties relating to, arising out of or resulting
from any of the following items (without duplication): 
 (a) the failure of any member of the GE Group or any other Person to pay, perform
or otherwise promptly discharge any Liabilities of the GE Group other than the Company Liabilities, whether prior to or after the Closing Date or the date hereof; 

(b) any Excluded Liability or any Liability of a member of the GE Group other than the Company Liabilities; 

(c) any breach by any member of the GE Group of this Agreement or any of the Transaction Documents (other than the Transaction Documents set
forth on Schedule 6.3(c)); and 
 (d) any untrue statement or alleged untrue statement of a material fact contained in any document
filed with the SEC by any member of the Company Group pursuant to the Securities Act or the Exchange Act other than the Registration Statements, or any omission or alleged omission to state therein a material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that those Liabilities are caused by any such untrue statement or omission or
alleged untrue statement or omission based upon information that is either furnished to any member of the Company Indemnified Parties by any member of the GE Group or incorporated by reference by any Company Indemnified Party from any GE Public
Filings or any other document filed with the SEC by any member of the GE Group pursuant to the Securities Act or the Exchange Act. 
 6.4
Registration Statement Indemnification. 
 (a) The Company agrees to indemnify and hold harmless on an After-Tax Basis the GE
Indemnified Parties and each Person, if any, who controls any member of the GE Group within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “Registration Indemnified
Parties”) from and against any and all Liabilities arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or Prospectus, or arising out of or based upon any
omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such Liabilities arise out of or are based upon any untrue statement or
omission or alleged untrue statement or omission which has been made therein or omitted therefrom in reliance upon and in conformity with (i) the information set forth in the IPO Registration Statement, that GECC agrees in writing


  
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was furnished by a member of the GE Group, (ii) the information set forth in any other Registration Statement that GECC agrees in writing was furnished by a member of the GE Group and
(iii) information relating to any underwriter furnished in writing to the Company by or on behalf of such underwriter expressly for use in the Registration Statement or Prospectus. 

(b) Each Registration Indemnified Party agrees, severally and not jointly, to indemnify and hold harmless on an After-Tax Basis the Company
and its Subsidiaries and any of their respective directors or officers who sign any Registration Statement, and any person who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act,
to the same extent as the foregoing indemnity from the Company to each Registration Indemnified Party, but only with respect to the information set forth in a Registration Statement, that GECC agrees in writing was furnished by a member of the GE
Group, or as agreed in writing by GECC as provided by Section 6.4(a)(ii). For purposes of this Section 6.4(b), any information relating to any underwriter that is contained in a Registration Statement or Prospectus shall not
be deemed to be information relating to a Registration Indemnified Party. If any Action shall be brought against the Company or its Subsidiaries, any of their respective directors or officers, or any such controlling person based on any Registration
Statement or Prospectus and in respect of which indemnity may be sought against a Registration Indemnified Party pursuant to this paragraph (b), such Registration Indemnified Party shall have the rights and duties given to the Company by
Section 6.5 hereof (except that if the Company shall have assumed the defense thereof, such Registration Indemnified Party shall not be required to, but may, employ separate counsel therein and participate in the defense thereof, but the
fees and expenses of such counsel shall be at such Registration Indemnified Party’s expense), and the Company, its directors or officers and any such controlling person shall have the rights and duties given to such Registration Indemnified
Party by Section 6.5 hereof. 
 6.5 Contribution. 

(a) If the indemnification provided for in this Article VI is unavailable to, or insufficient to hold harmless on an After-Tax Basis,
an indemnified party under Section 6.2(e), Section 6.3(d) or Section 6.4 hereof in respect of any Liabilities referred to therein, then each indemnifying party shall contribute to the amount paid or payable by
such indemnified party as a result of such Liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative fault of the indemnifying party and the indemnified party in connection with the actions which
resulted in Liabilities as well as any other relevant equitable considerations. The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by such indemnifying party or indemnified party, and the parties’ relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission. For the purposes of this Section 6.5(a), the information set forth in the IPO Registration Statement or any other Registration Statement that is described by GECC in writing
pursuant to Section 6.4(a)(i) or as agreed in writing as provided by Section 6.4(a)(ii), as applicable, shall be the only “information supplied by” such Registration Indemnified Parties. 

(b) GECC and the Company agree that it would not be just and equitable if contribution pursuant to this Section 6.5 were
determined by a pro rata allocation or by any other 

  
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method of allocation that does not take account of the equitable considerations referred to in paragraph (a) above. The amount paid or payable by an indemnified party as a result of the
Liabilities referred to in paragraph (a) above shall be deemed to include, subject to the limitations set forth above, any legal or other fees or expenses reasonably incurred by such indemnified party in connection with investigating any claim
or defending any Action. Notwithstanding the provisions of this Section 6.5, a Registration Indemnified Party shall not be required to contribute any amount in excess of the amount by which the proceeds to such Registration Indemnified
Party exceeds the amount of any damages which such Registration Indemnified Party has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. 

6.6 Indemnification Obligations Net of Insurance Proceeds and Other Amounts, On an After-Tax Basis. 

(a) Any Liability subject to indemnification or contribution pursuant to this Article VI will be net of Insurance Proceeds that
actually reduce the amount of the Liability and will be determined on an After-Tax Basis. Accordingly, the amount which any party (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification hereunder (an
“Indemnified Party”) will be reduced by any Insurance Proceeds theretofore actually recovered by or on behalf of the Indemnified Party in respect of the related Liability. If an Indemnified Party receives a payment (an
“Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Liability and subsequently receives Insurance Proceeds, then the Indemnified Party will pay to the Indemnifying Party an amount equal to
the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds had been received, realized or recovered before the Indemnity Payment was made. 

(b) An insurer who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely
by virtue of the indemnification provisions hereof, have any subrogation rights with respect thereto. The Indemnified Party shall use its commercially reasonable efforts to seek to collect or recover any third-party Insurance Proceeds to which the
Indemnified Party is entitled in connection with any Liability for which the Indemnified Party seeks indemnification pursuant to this Article VI; provided that the Indemnified Party’s inability to collect or recover any such
Insurance Proceeds shall not limit the Indemnifying Party’s obligations hereunder. 
 (c) The term “After-Tax Basis” as used
in this Article VI shall have the meaning set forth in the Tax Sharing and Separation Agreement. 
 6.7 Procedures for
Indemnification of Third-Party Claims. 
 (a) If an Indemnified Party shall receive notice or otherwise learn of the assertion by a
Person (including any Governmental Authority) who is not a member of the GE Group or the Company Group of any claim or of the commencement by any such Person of any Action (collectively, a “Third-Party Claim”) with respect to which
an Indemnifying Party may be 

  
 45 








 
obligated to provide indemnification to such Indemnified Party pursuant to Section 6.2, Section 6.3 or Section 6.4, or any other Section of this Agreement or
any Transaction Document, such Indemnified Party shall give such Indemnifying Party written notice thereof within twenty (20) days after becoming aware of such Third-Party Claim. Any such notice shall describe the Third-Party Claim in
reasonable detail. Notwithstanding the foregoing, the failure of any Indemnified Party or other Person to give notice as provided in this Section 6.7(a) shall not relieve the Indemnifying Party of its obligations under this Article
VI, except to the extent that such Indemnifying Party is actually and materially prejudiced by such failure to give notice. 
 (b) An
Indemnifying Party may elect to defend (and to seek to settle or compromise), at such Indemnifying Party’s own expense and by such Indemnifying Party’s own counsel, any Third-Party Claim. Within thirty (30) days after the receipt of
notice from an Indemnified Party in accordance with Section 6.7(a) (or sooner, if the nature of such Third-Party Claim so requires), the Indemnifying Party shall notify the Indemnified Party of its election whether the Indemnifying Party
will assume responsibility for defending such Third-Party Claim, which election shall specify any reservations or exceptions. After notice from an Indemnifying Party to an Indemnified Party of its election to assume the defense of a Third-Party
Claim, such Indemnified Party shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof, but the fees and expenses of such counsel shall be the expense of such Indemnified
Party except as set forth in the next sentence. If the Indemnifying Party has elected to assume the defense of the Third-Party Claim but has specified, and continues to assert, any reservations or exceptions in such notice, then, in any such case,
the reasonable fees and expenses of one separate counsel for all Indemnified Parties shall be borne by the Indemnifying Party, but the Indemnifying Party shall be entitled to reimbursement by the Indemnified Party for payment of any such fees and
expenses to the extent that it establishes that such reservations and exceptions were proper. 
 (c) If an Indemnifying Party elects not to
assume responsibility for defending a Third-Party Claim, or fails to notify an Indemnified Party of its election as provided in Section 6.7(b), such Indemnified Party may defend such Third-Party Claim at the cost and expense of the
Indemnifying Party. 
 (d) Unless the Indemnifying Party has failed to assume the defense of the Third-Party Claim in accordance with the
terms of this Agreement, no Indemnified Party may settle or compromise any Third-Party Claim without the consent of the Indemnifying Party. No Indemnifying Party shall consent to entry of any judgment or enter into any settlement of any pending or
threatened Third-Party Claim in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party without the consent of the Indemnified Party if (i) the effect thereof
is to permit any injunction, declaratory judgment, other order or other nonmonetary relief to be entered, directly or indirectly against such Indemnified Party and (ii) such settlement does not include an unconditional release of such
Indemnified Party from all liability on claims that are the subject matter of such Third-Party Claim. 
 (e) The provisions of this
Section 6.7 shall not apply to Taxes (which are covered by the Tax Sharing and Separation Agreement). 

  
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 6.8 Additional Matters. 

(a) Indemnification or contribution payments in respect of any Liabilities for which an Indemnified Party is entitled to indemnification or
contribution under this Article VI shall be paid by the Indemnifying Party to the Indemnified Party as such Liabilities are incurred upon demand by the Indemnified Party, including an obligation to provide reasonably satisfactory
documentation setting forth the basis for the amount of such indemnification or contribution payment, including documentation with respect to calculations made on an After-Tax Basis and consideration of any Insurance Proceeds that actually reduce
the amount of such Liabilities. The indemnity and contribution agreements contained in this Article VI shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Indemnified
Party; (ii) the knowledge by the Indemnified Party of Liabilities for which it might be entitled to indemnification or contribution hereunder; and (iii) any termination of this Agreement. 

(b) Any claim on account of a Liability which does not result from a Third-Party Claim shall be asserted by written notice given by the
Indemnified Party to the applicable Indemnifying Party. Such Indemnifying Party shall have a period of 30 days after the receipt of such notice within which to respond thereto. If such Indemnifying Party does not respond within such 30-day period,
such Indemnifying Party shall be deemed to have refused to accept responsibility to make payment. If such Indemnifying Party does not respond within such 30-day period or rejects such claim in whole or in part, such Indemnified Party shall be free
to pursue such remedies as may be available to such party as contemplated by this Agreement and the Transaction Documents without prejudice to its continuing rights to pursue indemnification or contribution hereunder. 

(c) If payment is made by or on behalf of any Indemnifying Party to any Indemnified Party in connection with any Third-Party Claim, such
Indemnifying Party shall be subrogated to and shall stand in the place of such Indemnified Party as to any events or circumstances in respect of which such Indemnified Party may have any right, defense or claim relating to such Third-Party Claim
against any claimant or plaintiff asserting such Third-Party Claim or against any other Person. Such Indemnified Party shall cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in
prosecuting any subrogated right, defense or claim. 
 (d) In an Action in which the Indemnifying Party is not a named defendant, if either
the Indemnified Party or Indemnifying Party shall so request, the parties shall endeavor to substitute the Indemnifying Party for the named defendant if they conclude that substitution is desirable and practical. If such substitution or addition
cannot be achieved for any reason or is not requested, the named defendant shall allow the Indemnifying Party to manage the Action as set forth in this section, and the Indemnifying Party shall fully indemnify the named defendant against all costs
of defending the Action (including court costs, sanctions imposed by a court, attorneys’ fees, experts fees and all other external expenses), the costs of any judgment or settlement, and the cost of any interest or penalties relating to any
judgment or settlement. 
 (e) The provisions of this Section 6.8 shall not apply to Taxes and related matters covered under the
Tax Sharing and Separation Agreement. 

  
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 6.9 Remedies Cumulative; Limitations of Liability. The rights provided in this Article
VI shall be cumulative and, subject to the provisions of Article IX, shall not preclude assertion by any Indemnified Party of any other rights or the seeking of any and all other remedies against any Indemnifying Party. Notwithstanding
the foregoing, neither the Company or its Affiliates, on the one hand, nor GECC or its Affiliates, on the other hand, shall be liable to the other for any special, indirect, incidental, punitive, consequential, exemplary, statutorily-enhanced or
similar damages in excess of compensatory damages (provided that any such liability with respect to a Third-Party Claim shall be considered direct damages) of the other arising in connection with the Transactions or any of the other Transaction
Documents. 
 6.10 Survival of Indemnities. The rights and obligations of each of GECC and the Company and their respective
Indemnified Parties under this Article VI shall survive the sale or other transfer by any party of any Assets or businesses or the assignment by it of any Liabilities. 

ARTICLE VII 
 OTHER AGREEMENTS 

7.1 Further Assurances. 

(a) In addition to the actions specifically provided for elsewhere in this Agreement, each of GE, GECC and the Company will cooperate with
each other and use (and will cause their respective Subsidiaries and Affiliates to use) reasonable best efforts, prior to, on and after the Closing Date, to take, or to cause to be taken, all actions, and to do, or to cause to be done, all things
reasonably necessary on its part under applicable Law or contractual obligations to consummate and make effective the transactions contemplated by this Agreement and the Transaction Documents. 

(b) Without limiting the foregoing, prior to, on and after the Closing Date, each of GE, GECC and the Company shall cooperate with the other
Party, and without any further consideration, but at the expense of the requesting Party from and after the Closing Date, to execute and deliver, or use its reasonable best efforts to cause to be executed and delivered, all instruments, including
instruments of conveyance, assignment and transfer, and to make all filings with, and to obtain all consents, approvals or authorizations of, any Governmental Authority or any other Person under any permit, license, agreement, indenture or other
instrument (including any Consents or Governmental Approvals), and to take all such other actions as such Party may reasonably be requested to take by any other Party hereto from time to time, consistent with the terms of this Agreement and the
Transaction Documents, in order to effectuate the provisions and purposes of this Agreement and the Transaction Documents and the transfers of the Company Assets and the assignment and assumption of the Company Liabilities and the other transactions
contemplated hereby and thereby. Without limiting the foregoing, each Party will, at the reasonable request, cost and expense of any other Party, take such other actions as may be reasonably necessary to vest in such other Party good and marketable
title to the Assets allocated to such Party under this Agreement or any of the Transaction Documents, free and clear of any Security Interest, if and to the extent it is practicable to do so. 

  
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 (c) On or prior to the Closing Date, GE, GECC and the Company in their respective capacities as
direct and indirect stockholders of their respective Subsidiaries, shall each ratify any actions that are reasonably necessary or desirable to be taken by GE, GECC, the Company or any other Subsidiary of GE, GECC or the Company, as the case may be,
to effectuate the transactions contemplated by this Agreement. On or prior to the Closing Date, GECC shall cause GECFI and the Company shall take all actions as may be necessary to approve the stock-based employee benefit plans of the Company in
order to satisfy the requirements of Rule 16b-3 under the Exchange Act and the applicable rules and regulations of The New York Stock Exchange. 

7.2 Confidentiality. 

(a) From and after the Closing, subject to Section 7.2(c) and except as contemplated by this Agreement or any Transaction
Document, GE and GECC shall not, and shall cause their respective Affiliates and their respective officers, directors, employees, and other agents and representatives, including attorneys, agents, customers, suppliers, contractors, consultants and
other representatives of any Person providing financing (collectively, “Representatives”), not to, directly or indirectly, disclose, reveal, divulge or communicate to any Person other than Representatives of such Party or of its
Affiliates who reasonably need to know such information in providing services to any member of the GE Group or use or otherwise exploit for its own benefit or for the benefit of any third party, any Company Confidential Information. If any uses or
disclosures are made in connection with providing services to any member of the GE Group under this Agreement or any Transaction Document, then the Company Confidential Information so used or disclosed shall be used only as required to perform the
services. The GE Group shall use the same degree of care to prevent and restrain the unauthorized use or disclosure of the Company Confidential Information by any of their Representatives as they currently use for their own confidential information
of a like nature, but in no event less than a reasonable standard of care. For purposes of this Section 7.2, any Information, material or documents relating to the Company Business currently or formerly conducted, or proposed to be
conducted, by any member of the Company Group furnished to or in possession of any member of the GE Group, irrespective of the form of communication, and all notes, analyses, compilations, forecasts, data, translations, studies, memoranda or other
documents prepared by any member of the GE Group or their respective officers, directors and Affiliates, that contain or otherwise reflect such information, material or documents is hereinafter referred to as “Company Confidential
Information.” “Company Confidential Information” does not include, and there shall be no obligation hereunder with respect to, information that (i) is or becomes generally available to the public, other than as a
result of a use or disclosure by any member of the GE Group not otherwise permissible hereunder, (ii) GE or GECC can demonstrate was or became available to such Party or such member of the GE Group from a source other than the Company or its
Affiliates or (iii) is developed independently by such member of the GE Group without reference to the Company Confidential Information; provided, however, that, in the case of clause (ii), the source of such information was not
known by such member of the GE Group to be bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, the Company or any member of the Company Group with respect to such information. 

  
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 (b) From and after the Closing, subject to Section 7.2(c) and except as contemplated
by this Agreement or any Transaction Document, the Company shall not, and shall cause its Affiliates and their respective Representatives, not to, directly or indirectly, disclose, reveal, divulge or communicate to any Person other than
Representatives of such Party or of its Affiliates who reasonably need to know such information in providing services to the Company or any member of the Company Group or use or otherwise exploit for its own benefit or for the benefit of any third
party, any GE Confidential Information. If any uses or disclosures are made in connection with providing services to any member of the Company Group under this Agreement or any Transaction Document, then the GE Confidential Information so used or
disclosed shall be used only as required to perform the services. The Company Group shall use the same degree of care to prevent and restrain the unauthorized use or disclosure of the GE Confidential Information by any of their Representatives as
they currently use for their own confidential information of a like nature, but in no event less than a reasonable standard of care. For purposes of this Section 7.2, any Information, material or documents relating to the businesses
currently or formerly conducted, or proposed to be conducted, by GECC or any of its Affiliates (other than any member of the Company Group) furnished to or in possession of any member of the Company Group, irrespective of the form of communication,
and all notes, analyses, compilations, forecasts, data, translations, studies, memoranda or other documents prepared by the Company, any member of the Company Group or their respective officers, directors and Affiliates, that contain or otherwise
reflect such information, material or documents is hereinafter referred to as “GE Confidential Information.” “GE Confidential Information” does not include, and there shall be no obligation hereunder with respect
to, information that (i) is or becomes generally available to the public, other than as a result of a use or disclosure by any member of the Company Group not otherwise permissible hereunder, (ii) the Company can demonstrate was or became
available to the Company from a source other than GE and its Affiliates or (iii) is developed independently by such member of the Company Group without reference to the GE Confidential Information; provided, however, that, in the
case of clause (ii), the source of such information was not known by such member of the Company Group to be bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, any such member of the
GE Group or their respective Affiliates with respect to such information. 
 (c) If GE or its Affiliates, on the one hand, or the Company or
its Affiliates, on the other hand, are requested or required (by oral question, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process) by any Governmental Authority or pursuant to applicable
Law to disclose or provide any Company Confidential Information or GE Confidential Information (other than with respect to any such information furnished pursuant to the provisions of Article V of this Agreement), as applicable, the entity or
person receiving such request or demand shall use all reasonable efforts to provide the other Party with written notice of such request or demand as promptly as practicable under the circumstances so that such other Party shall have an opportunity
to seek an appropriate protective order. The Party receiving such request or demand agrees to take, and cause its representatives to take, at the requesting Party’s expense, all other reasonable steps necessary to obtain confidential treatment
by the recipient. Subject to the foregoing, the Party that received such request or demand may thereafter disclose or provide any Company Confidential Information or GE Confidential Information, as the case may be, to the extent required by such Law
(as so advised by counsel) or by lawful process or such Governmental Authority. 

  
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 7.3 Insurance Matters. 

(a) Prior to the Trigger Date, members of the Company Group shall be insured by, have direct access or availability to, be entitled to make
direct claims on or be entitled to claim benefits directly from or under GE Insurance Arrangements, in each case solely to the extent provided by the terms of the GE Insurance Arrangements, as the same may be modified, terminated or otherwise
changed from time to time in accordance with Section 7.3(e) below. Members of the Company Group will pay premiums and other costs under each such GE Insurance Arrangement in accordance with GE’s allocation methodologies
(consistently applied) for its other Subsidiaries, as the same may be in effect from time to time. 
 (b) From and after the Trigger Date,
members of the Company Group shall cease to be insured by, have access or availability to, be entitled to make claims on, be entitled to claim benefits from or seek coverage under any GE Insurance Arrangement, other than with respect to any claim,
act, omission, event, circumstance, occurrence or loss that occurred or existed prior to the Trigger Date (and then only to the extent that such claim, act, omission, event, circumstance, occurrence or loss occurred or existed on or prior to
the Trigger Date) (a “Pre-Trigger Date Event”) and was reported to the applicable insurer in accordance with the provisions of the applicable GE Insurance Arrangement prior to the Trigger Date, subject in each case to the terms and
conditions of the applicable GE Insurance Arrangement and the requirements of subparagraph (d) below. Upon receipt of a written request from the Company, GE shall use its commercially reasonable efforts to reduce or cancel the Company
Group’s coverage under any GE Insurance Arrangement, effective no earlier than sixty (60) days after GE’s receipt of such request, provided, however that (i) any costs associated with or incurred in connection with such reduction
or cancellation shall be borne exclusively by the Company Group, (ii) the Company Group understands that there may be no premium refund or credit provided by the relevant insurers as a result of such reduction or cancellation, and (iii) if
and to the extent that GE actually receives a premium refund or credit from the relevant insurers for the term of the coverage so reduced or cancelled as a direct result of such reduction or cancellation, GE shall only be obligated to credit or pay
over to the Company Group the lesser of (x) the amount of any such credit or refund or (y) the amount last charged to the Company Group by GE for such coverage during such term. 

(c) Notwithstanding subparagraph (b) above, with respect to any Pre-Trigger Date Event relating to Company Assets, Company Liabilities or
the members of the Company Group that would be covered by GE’s occurrence-based insurance policies (for avoidance of doubt, such policies shall not include any of GE’s claims-made or occurrence-reported liability policies, GE’s
transit and construction all risk insurance policies, and/or GE’s aviation liability policies), the members of the Company Group may directly access, make direct claims on, claim benefits directly from or under such policies for a one-year
period concluding on first anniversary of the Trigger Date, subject in each case to the terms and conditions of such policies and the requirements of subparagraph (d) below. For purposes of this Section 7.3, the term “GE”
shall include, where appropriate to the context, GE’s Subsidiaries and/or Affiliates. 
 (d) In connection with any pursuit by or on
behalf of any member of the Company Group of insurance benefits or coverage permitted by this Section 7.3: 

  
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 (i) the Company shall as promptly as reasonably practicable notify GE’s
Corporate Insurance department of all such claims and/or efforts to seek benefits or coverage and GE and the Company shall reasonably cooperate with one another in pursuing all such claims, provided that the Company shall be solely
responsible for notifying the relevant insurance companies of such claims and complying with all conditions for such claims. In addition, the applicable member of the Company Group shall (A) pursue or (B) to the extent assignable and
permitted under the applicable GE Insurance Arrangement, assign to GE or the applicable insurer, any rights of recovery against third parties with respect to Pre-Trigger Date Events for which a claim is made and shall cooperate with GE with respect
to pursuit of such rights. The order of priority of any such recoveries shall inure first to GE to reimburse any and all costs incurred by GE directly or indirectly as a result of such claims or losses, second to pay or satisfy any applicable
deductibles and retentions under the relevant GE Insurance Arrangements and third to the relevant member of the Company Group; 

(ii) GE shall have the right but not the duty to monitor and/or provide input with respect to coverage claims or requests for
benefits asserted by the members of the Company Group under the relevant GE Insurance Arrangements, including the coverage positions and arguments asserted therein, provided that the Company (A) shall be liable for any fees, costs and
expenses incurred by GE relating to any unsuccessful coverage claim, (B) shall provide the notice contemplated in Section 7.3(d)(i), (C) shall not, without the written consent of GE, erode, settle, release, commute or otherwise
resolve disputes with respect to the relevant GE Insurance Arrangements nor amend, modify or waive any rights thereunder, and (D) shall not assign any GE Insurance Arrangements or any rights or claims thereunder; and 

(iii) the Company shall exclusively bear and be liable (and GE shall have no obligation to repay or reimburse the applicable
member of the Company Group) for all deductibles and retentions and uninsured, uncovered, unavailable or uncollectible amounts relating to or associated with such claims, whether made by any member of the Company Group, its employees or third
parties. 
 (e) Notwithstanding anything contained herein, GE shall retain exclusive right to control all of its insurance policies and
programs, including the GE Insurance Arrangements referenced in subparagraphs (a) through (c) above, and the benefits and amounts payable thereunder, including the right to exhaust, settle, release, commute, buy-back or otherwise resolve
disputes with respect to any of its insurance policies and programs and to amend, modify or waive any rights under any such insurance policies and programs, notwithstanding whether any such policies or programs apply to any Liabilities and/or claims
any member of the Company Group has made or could make in the future, including coverage claims with respect to Pre-Trigger Date Events. The Company Group shall cooperate with GE and share such information as is reasonably necessary in order to
permit GE to manage and conduct its insurance matters as GE deems appropriate and that the Company, on behalf of itself and each member of the Company Group, hereby gives consent for GE to inform any affected insurer of this agreement and to provide
such insurer with a copy hereof. 

  
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 (f) With respect to all open, closed and re-opened claims covered under GE’s workers’
compensation, international employers’ liability insurance policies and/or comparable workers’ compensation self-insurance, state or country programs relating to employees (whether present or former, active or inactive) of any member of
the Company Group arising from occurrences prior to the Trigger Date, the Company shall promptly reimburse GE for all claim payments, costs and expenses relating to such claims, as well as any, catastrophic coverage charges, overhead, claim handling
and administrative costs, taxes, surcharges, state assessments, other related costs, whether such claims are made by any member of the Company Group, its employees or third parties. 

(g) This Agreement shall not be considered as an attempted assignment of any policy of insurance or as a contract of insurance, and nothing in
this Agreement is intended to waive or abrogate in any way GE’s or the Company’s own rights to insurance coverage for any liability, whether relating to GE or any of its Affiliates or the Company Group or otherwise. 

7.4 Allocation of Costs and Expenses. The Company shall pay all underwriting fees, discounts and commissions and other costs and
expenses directly associated with the Initial Public Offering. Except as otherwise provided in this Agreement, the Transaction Documents, any other agreement between the Parties relating to the Separation, the Initial Public Offering or the
Distribution, or as otherwise agreed between the Parties, all other out-of-pocket costs and expenses of the Parties in connection with the preparation of this Agreement and the Transaction Documents (other than the GECC Term Loan Agreement, the MNT
Subservicing Agreement, the Undrawn Committed Securitization Documents and the Securitization Note Sale and Assignment Agreements) and the Distribution shall be paid by GECC. Except as otherwise provided in this Agreement, the Transaction Documents,
any other agreement between the Parties relating to the Separation, the Initial Public Offering or the Distribution or as otherwise agreed between the Parties, all out-of-pocket fees, costs and expenses (including certain legal and financial
advisor, information technology, human resource-related and marketing expenses) in connection with the Separation, the Debt Registration Statement, the Company Term Loan Agreement, the GECC Term Loan Agreement, the Undrawn Committed Securitizations,
the MNT Subservicing Agreement, the Undrawn Committed Securitization Documents and the Securitization Note Sale and Assignment Agreements shall be paid by the Company. 

7.5 Covenants Against Taking Certain Actions Affecting the GE Group. 

(a) Except to the extent otherwise contemplated by this Agreement or any Transaction Document, the Company hereby covenants and agrees that it
shall not, without the prior written consent of GECC (which it may withhold in its sole and absolute discretion) take, or cause to be taken, directly or indirectly, any action, including making or failing to make any election under the Law of any
state, which has the effect, directly or indirectly, of restricting or limiting the ability of GECC or any of its Affiliates to freely sell, transfer, assign, pledge or otherwise dispose of shares of Company Common Stock. Without limiting the
generality of the foregoing, the Company shall not, without the prior written consent of GECC (which it may withhold in its sole and absolute discretion), take any action, or recommend to its stockholders any action, which would among other things,
limit the legal rights of, or deny any benefit to, GECC or its Affiliates as a Company stockholder in a manner not applicable to Company stockholders generally. 

  
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 (b) So long as the Company is an Affiliate (disregarding the proviso in the definition in
Section 1.1) of GE, to the extent that any member of the GE Group is a party to any contract or agreement with a third party (i) that provides that certain actions of GE’s Subsidiaries may result in any member of the GE Group
being in breach of or in default under such agreement and any member of the GE Group has advised the Company, or the Company is otherwise aware, of the existence of such contract or agreement (or the relevant portions thereof), (ii) to which
any member of the Company Group is a party or (iii) under which any member of the Company Group has performed any obligations on or before the date hereof, the Company shall not take or fail to take, and shall cause each other member of the
Company Group not to take or fail to take, any actions that reasonably could result in any member of the GE Group being in breach of or in default under any such contract or agreement; provided, that, except as set forth in any Transaction Document
or otherwise agreed to in writing by any member of the Company Group, the foregoing shall not obligate any member of the Company Group to satisfy any volume assumptions or targets in any such contracts or agreements that are not specifically
applicable to such member of the Company Group in such contracts or agreements. As of the date hereof, the contracts and agreements described in clause (i) above are set forth or generally described on Schedule 7.5(b). The Company hereby
acknowledges and agrees that GECC has made available to the Company copies of each contract or agreement (or the relevant portion thereof) described on Schedule 7.5(b). GE shall not, and shall cause the other members of the GE Group not to,
without the Company’s prior written consent (which may be provided by electronic mail to the electronic mail address set forth in Section 10.5), enter into any agreement or arrangement that, directly or indirectly, binds or purports
to bind any member of the Company Group. In the event the Company provides such prior written consent, Schedule 7.5(b) shall be deemed to be automatically amended to reflect the addition of such other contracts or agreements (or relevant
portions thereof). 
 (c) So long as GE is an Affiliate (disregarding the proviso in the definition in Section 1.1) of the
Company, to the extent that any member of the Company Group is a party to any contract or agreement with a third party (i) that provides that certain actions of the Company’s Affiliates may result in any member of the Company Group being
in breach of or in default under such agreement and any member of the Company Group has advised GE, or GE is otherwise aware, of the existence of such contract or agreement (or the relevant portions thereof), (ii) to which any member of the GE
Group is a party or (iii) under which any member of the GE Group has performed any obligations on or before the date hereof, GE shall not take or fail to take, and shall cause each other member of the GE Group not to take or fail to take, any
actions that reasonably could result in any member of the Company Group being in breach of or in default under any such contract or agreement; provided, that, except as set forth in any Transaction Document or otherwise agreed to in writing by any
member of the GE Group, the foregoing shall not obligate any member of the GE Group to satisfy any volume assumptions or targets in any such contracts or agreements that are not specifically applicable to such member of the GE Group in such
contracts or agreements. As of the date hereof, the contracts and agreements described in clause (i) above are set forth or generally described on Schedule 7.5(c). GE hereby acknowledges and agrees that the Company has made available to
GE copies of each contract or agreement (or the relevant portion thereof) described on Schedule 7.5(c). The Company shall not, and shall cause the other members of the Company Group not to, without GECC’s prior written consent (which may
be provided by electronic mail to the electronic mail address set forth in Section 10.5), enter into any agreement or arrangement that, directly or 

  
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indirectly, binds or purports to bind any member of the GE Group. In the event GECC provides such prior written consent, Schedule 7.5(c) shall be deemed to be automatically amended to
reflect the addition of such other contracts or agreements (or relevant portions thereof). 
 7.6 No Violations. 

(a) The Company covenants and agrees that it shall not, and shall cause its Subsidiaries not to, take any action or enter into any commitment
or agreement which, to the Company’s Knowledge, may reasonably be anticipated to result, with or without notice and with or without lapse of time or otherwise, in a contravention or event of default by any member of the GE Group of:
(i) any provisions of applicable Law; (ii) any provision of the organizational documents of any member of the GE Group; or (iii) any judgment, order or decree of any Governmental Authority having jurisdiction over any member of the GE
Group or any of its respective assets. For purposes of this Section 7.6(a), the “Company’s Knowledge” means the actual knowledge, without inquiry, of the executive officers of the Company and GECFI (as identified in
the IPO Registration Statement), provided that the Company shall be deemed to have knowledge of the provisions of the organizational documents of GE and GECC. 

(b) GE covenants and agrees that it shall not, and shall cause its Subsidiaries not to take any action or enter into any commitment or
agreement which, to GE’s Knowledge, may reasonably be anticipated to result, with or without notice and with or without lapse of time or otherwise, in a contravention or event of default by any member of the Company Group of: (i) any
provisions of applicable Law; (ii) any provision of the organizational documents of the Company; or (iii) any judgment, order or decree of any Governmental Authority having jurisdiction over the Company or any of its Assets. For purposes
of this Section 7.6(b), “GE’s Knowledge” means the actual knowledge, without inquiry, of the executive officers of GE. 

(c) GE and the Company agree to provide to the other any information and documentation reasonably requested by the other for the purpose of
evaluating and ensuring compliance with Sections 7.6(a) and Section 7.6(b) hereof. 
 (d) Notwithstanding
Section 7.6(b), nothing in this Agreement is intended to limit or restrict in any way any of GE’s or its Affiliates’ rights as stockholders of the Company. 

7.7 Litigation and Settlement Cooperation. GE or the Company, as applicable (the “Settling Party”) will, respectively,
use its commercially reasonable efforts to include the Company and its Subsidiaries or GE and its Subsidiaries, as applicable (the “Non-Settling Party”), in the settlement of any Third-Party Claim arising prior to the Deregistration
which jointly involves a member of the GE Group and a member of the Company Group, but for which no member of the GE Group or the Company Group is an Indemnified Party (the “Joint Claims”); provided, however, that the Non-Settling
Party shall be responsible for its share of any such settlement obligation and any incremental cost (as reasonably determined by Settling Party) to the Settling Party of including the Non-Settling Party in such settlement; provided, further, that
the Non-Settling Party shall be permitted in good faith to opt out of any settlement if the Non-Settling Party agrees to be responsible for defending its share of such Joint Claim. Set forth on Schedule 7.7 is a list of (a) Joint Claims
as of the date hereof, and (b) the Party that shall have the primary responsibility for defending each such Joint Claim. After the date hereof, the Party 

  
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that is primarily affected by a Joint Claim shall have the primary responsibility for defending such Joint Claim. The Parties agree to cooperate in the defense and settlement of any Joint Claim
that primarily relates to matters, actions, events or occurrences taking place prior to the Deregistration. In addition, both GE and the Company will use their reasonable best efforts to make the necessary filings to permit each Party to defend its
own interests in any Joint Claim as of the Deregistration, or as soon as practicable thereafter. 
 7.8 [Reserved] 

7.9 Future Intercompany Transactions. All proposed intercompany transactions between the Company and any member of the GE Group after
the Closing Date, including any material amendments to the Transaction Documents, and any consent or approval proposed to be granted by the Company for any member of the GE Group’s benefit, in each case that would ordinarily be submitted for
approval by the Company Board will be subject to the approval of a majority of the independent directors (as defined under the applicable rules of any securities exchange on which shares of Company Common Stock are listed) of the Company Board or a
committee of the Company Board comprised solely of such independent directors. 
 7.10 Use of GE Name and Marks. 

(a) As of the Closing Date and except as otherwise provided in the Transitional Trademark License Agreement, the Company will not, and will
cause its Subsidiaries not to, use any GE Name and Marks in any manner or do business as or represent themselves as GE or any of its Affiliates (other than a member of the Company Group). The Company, on behalf of itself and its Subsidiaries,
acknowledges and agrees that neither the Company nor any of its Subsidiaries shall (i) have any right, title or interest in any GE Name and Marks (except for the licenses set forth in the Transitional Trademark License Agreement), or
(ii) contest the ownership or validity of any right, title or interest of GE or any of its Affiliates in or to any GE Name and Mark. 

(b) Promptly after the Closing Date, but in any event no later than twenty (20) Business Days after the Closing Date, the Company and its
Subsidiaries shall make all filings with any office, agency or body and take all other actions necessary to effect the elimination of any use of the GE Name and Marks from the corporate names, registered names or registered fictitious names of the
Company Group. 
 7.11 Further Action Regarding Intellectual Property. 

(a) If, after the Closing Date, any member of the GE Group or the Company Group identifies any Intellectual Property or Software not
previously assigned or otherwise transferred by GECC and its Subsidiaries to the Company that meets the Company IP Transfer Standard then, to the extent that it has the right to do so without paying material additional compensation to a third party,
GECC shall (and shall cause its applicable Subsidiaries to) promptly assign and transfer the applicable Intellectual Property or Software to the Company or its designee for no additional consideration, subject to the terms and conditions of this
Agreement (including Section 2.6) and the license of any such Intellectual Property or Software to GE and its Affiliates on the terms and conditions set forth in the Intellectual Property Cross License Agreement. 

  
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 (b) If, after the Closing Date, any member of the GE Group or the Company Group identifies any
item of Intellectual Property or Software that was assigned or otherwise transferred to the Company or one of its Subsidiaries on or prior to the Closing Date that meets the GE IP Transfer Standard the Company shall, or shall cause its applicable
Subsidiary to, promptly assign and transfer such Intellectual Property or Software to GECC or its designated Affiliate for no additional consideration, subject to the license of such Intellectual Property or Software to the Company and its
Subsidiaries on the terms and conditions set forth in the Intellectual Property Cross License Agreement. 
 (c) In addition, no assignment
or transfer shall be required under this Section 7.11 unless a claim with respect thereto is made by the GE Group or the Company Group, as the case may be, on or prior to the later of (i) the Trigger Date and (ii) the first
anniversary of the Closing Date. 
 7.12 Company Financing. The Company shall enter into the Company Term Loan Agreement prior to the
consummation of the Initial Public Offering. The Company shall use its reasonable best efforts to cause such actions as are necessary to be taken to (i) terminate, as soon as possible after the Closing Date, the existing revolving credit
agreements between members of the GE Group, on the one hand, and members of the Company Group, on the other hand (the “RCAs”), and (ii) replace the RCAs with a new revolving credit agreement between the Company, on the one
hand, and other members of the Company Group, on the other hand. 
 7.13 GE Policies. 

(a) The Company is a savings and loan holding company subject to regulation, supervision and examination by the Board, and GECRB is a
federally chartered savings association subject to regulation, supervision and examination by the Office of the Comptroller of the Currency of the U.S. Treasury. Notwithstanding anything contained in this Section 7.13 to the contrary,
(i) subject to subparagraph (c)(iv) of this Section 7.13, until Deregistration the policies of the Company and its Subsidiaries shall not be inconsistent with the policies of GE or GECC applicable to the Company and its Subsidiaries
(the “GE Policies”), and (ii) in circumstances where a provision of the Company’s Charter or Amended and Restated Bylaws or of any Transaction Document and a GE Policy applicable to Subsidiaries of GE would each apply, the
provision in the Company’s Charter or Amended and Restated Bylaws or Transaction Document shall control with respect to the Company and its Subsidiaries. The key GE Policies applicable to the Company and its Subsidiaries as of the Closing Date,
and the corresponding policies of GECRB and the Company (to the extent applicable), are listed on Schedule 7.13. 
 (b) Until
Deregistration, (i) the Company and its Subsidiaries shall operate in accordance with its risk appetite statement, (ii) the Company shall advise GECC of any proposed change to its risk appetite statement, shall afford GECC a reasonable
opportunity to provide comments and advice before adopting any proposed change to such statement, and shall obtain the prior written approval of GECC before adopting any change to such statement that could


  
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result in a materially different risk profile for the Company, and (iii) each of GECC and the Company will designate a Chief Risk Officer, and each such Chief Risk Officer or his or her
designee, on behalf of GECC or the Company, respectively, will regularly consult with and notify the other Party of any significant risk-related matters impacting the Company Business, from time to time. 

(c) Until Deregistration: 
 (i)
the Company shall take all necessary actions to comply (x) with the policies adopted or authorized by the Company Board (the “Company Policies”) or the GECRB Board (the “GECRB Policies”), as the case may be, or
(y) with GE Policies (subject to any exceptions or exemptions previously or subsequently granted by GECC), to the extent that there is no Company Policy or GECRB Policy, as the case may be, corresponding to such GE Policy; 

(ii) the Company shall take and cause its Subsidiaries to take all necessary actions to cause its and its Subsidiaries’ compliance
policies and procedures to (A) comply with all applicable Laws and (B) not contravene GE’s The Spirit and the Letter, as amended from time to time; provided that the Company may, with the approval of the Company Board, adopt a new
Company code of conduct not inconsistent with GE’s The Spirit and the Letter; 
 (iii) prior to seeking approval of the Company Board of
any Company policy (or any material amendment thereto) where GECC has a corresponding policy, the Company shall request GECC’s input on such policy; provided, that if GECC does not have a corresponding policy no such GECC input shall be
required; and 
 (iv) if GE or GECC proposes to implement a new policy or a change to an existing policy, in either event that is intended to
apply to the Company or its Subsidiaries and that (A) would create a new requirement that would not otherwise have applied to the Company or its Subsidiaries or (B) is inconsistent with an existing Company Policy or GECRB policy, then the
following process shall be followed: (1) GECC shall advise the Company of the proposed new or modified policy, and (2) GECC and the Company shall discuss in good faith whether application of such policy to the Company and its Subsidiaries
is appropriate, taking into consideration relevant factors including the significance of the policy requirement, the burden of compliance on the Company, applicability to the Company’s business, and comparable policies existing at the Company.
After the discussion described in the foregoing clause (2), GECC and the Company shall either (x) agree on whether the GE or GECC policy shall apply to the Company and its Subsidiaries and, if so, any exceptions applicable to the Company and
its Subsidiaries, or (y) if GECC and the Company cannot reach agreement on any matter described in the foregoing clause (x), such matter shall be referred to the Company Board for its decision on such matter. 

(d) Until Deregistration, each of GECC and the Company will designate a Chief Compliance Officer, and each such Chief Compliance Officer or
his or her designee, on behalf of GECC or the Company, respectively, will regularly consult with and notify the other Party of any significant compliance matters impacting the Company Business, from time to time. 

  
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 Except for any Company Board decision described in subparagraphs (c)(iii) and (c)(iv) of this
Section 7.13, authorization or approval of the Company Board contemplated by this Section 7.13 may be effected pursuant to a proper delegation of the Company Board’s authority to a Board committee. Notwithstanding
anything to the contrary contained herein or in GECC’s Global Policy Governance, this Section 7.13 shall control the terms and conditions of the policies and procedures of the Company and its Subsidiaries. 

7.14 Credit Support and Other Arrangements. 

(a) GE and each applicable member of the GE Group shall maintain in full force and effect each Guarantee which is issued and outstanding as of
the date of this Agreement until the earlier of: (i) such time as the contract, or all obligations of any member of the Company Group thereunder, to which such credit support arrangement relates terminates and (ii) such time as such credit
support arrangement expires in accordance with its terms or is otherwise released. 
 (b) GE and the Company will cooperate to replace the
Guarantees and the Company will use reasonable best efforts to attempt to release or replace any liability of GE and the members of the GE Group under any Guarantees and, without limiting the foregoing, prior to the date which is the six-month
anniversary of the date hereof, the Company shall, subject to any applicable regulatory approval or non-objection, cause to be terminated and released all of GECC’s obligations under the Mizuho Guarantee and Sumitomo Guarantee. GE and the
Company will cooperate to release GECC from its servicing obligations to the GE Capital Credit Card Master Note Trust to the extent possible, and the Company will use commercially reasonable efforts to obtain the consent of the requisite noteholders
of securities issued by the GE Capital Credit Card Master Note Trust to expedite the transfer of servicing to the Company or one of its affiliates, the expenses related to obtaining such consents and effectuating such release of GECC to be allocated
by mutual agreement of GE and the Company. With respect to all Guarantees, the Company will be liable to GE for (i) all costs borne by GE or any member of the GE Group of maintaining such obligations, (ii) fees, as may be agreed between
the Parties, to GE for maintaining such obligations, and (iii) indemnification and reimbursement obligations with respect to the obligations underlying such guarantees. For the avoidance of doubt, the Company and its Subsidiaries shall be
prohibited from modifying any agreement with a third party underlying a Guarantee that would increase or extend the obligations of a member of the GE Group under a Guarantee without the prior written consent of GE. 

(c) Notwithstanding the assignment and assumption of the real property leases to and by the Company, pursuant to the terms of the leases, GECC
will remain liable to the landlords thereunder until such time as a written release is obtained from the applicable landlord. GE and the Company will cooperate to obtain releases, and the Company will use reasonable best efforts to attempt to obtain
such releases, including by way of providing a substitute guarantor with respect to any leases if so required by a landlord. With respect to each lease, the Company will be liable to GECC for (i) all costs borne by GECC or any member of the GE
Group of maintaining such obligations, (ii) fees, as may be agreed between the Parties, to GECC 

  
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for maintaining such obligations, and (iii) indemnification and reimbursement obligations with respect to the leases. For the avoidance of doubt, the Company and its Subsidiaries shall be
prohibited from modifying, extending, or exercising any option under any such lease without the prior written consent of GECC. 
 7.15
Non-Compete. 
 (a) Except as permitted by this Section 7.15 for a period of two years from Deregistration, none of GE or
its Subsidiaries shall engage in a Competing Business in the United States of America and its Territories or Canada (the “Covered Business”). This Section 7.15 shall cease to be applicable to any Person at such time as
it is no longer a Subsidiary of GE and shall not apply to any Person that purchases assets, operations or a business from a member of the GE Group, if such Person is not a Subsidiary of GE after such transaction is consummated. This
Section 7.15 does not apply to any Subsidiary of GE in which a Person who is not an Affiliate of GE holds equity interests and with respect to whom a member of the GE Group has existing contractual or legal obligations (including
fiduciary duties of representatives on the board of directors or similar body of such Subsidiary) limiting GE’s ability to impose on the subject Subsidiary a non-competition obligation such as that in this Section 7.15. 

(b) If GECC or any of its Subsidiaries desires to enter into a strategic alliance or joint venture relationship with a third party where the
third party in such strategic alliance or the joint venture conducts a Covered Business and GECC receives monetary compensation tied to the volume or profitability to the third party in such strategic alliance or the joint venture of the extension
of consumer credit component of such strategic alliance (other than referral fees, incentives tied to origination volume or similar origination-related economics reasonably expected to equal less than $750,000 in the aggregate, per annum), GECC may
only proceed with such strategic alliance or joint venture with respect to the Covered Business if such opportunity has been offered to the Company and the Company has (i) declined to accept such opportunity or (ii) the terms on which the
Company desires to participate are less favorable in the aggregate to GECC or its Subsidiaries, as applicable, than those offered by a third party. 

(c) Notwithstanding the provisions of Section 7.15(a) or (b), and without implicitly agreeing that the following activities would
be subject to the provisions of Section 7.15(a) or (b), nothing in this Agreement shall preclude, prohibit or restrict any member of the GE Group from engaging in any manner in any (i) Financial Services Business, (ii) Existing
Business Activities, (iii) De Minimis Business, or (iv) business activity that would otherwise violate Section 7.15(a) or (b) that is acquired from any Person (an “After-Acquired Business”) or is carried
on by any Person that is acquired by or combined with a member of the GE Group in each case after the date of the Initial Public Offering (an “After-Acquired Company”); provided, that with respect to clause (iv), so long as
within 24 months after the purchase or other acquisition of the Acquired Business or the Acquired Company, such member of the GE Group signs a definitive agreement to dispose, and subsequently disposes of the relevant portion of the business or
securities of the Acquired Business or the Acquired Company or at the expiration of such 24-month period the business of the After-Acquired Business or the After-Acquired Company complies with this Section 7.15. 

  
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 ARTICLE VIII 

CORPORATE GOVERNANCE MATTERS 
 8.1
Approval Rights. 
 (a) In addition to any vote required by law or by the Company’s Charter, until Deregistration (or such other
period as specified in clauses (iii), (iv), (vi) and (xiii) below), the Company may not (and (in the case of clauses (ii), (iii), (iv), (v), (vi), (vii), (xi) and (xii) below) may not authorize or permit any Subsidiary to),
without the prior written approval of GECC: 
 (i) consolidate or merge with or into any Person; 

(ii) permit any Subsidiary to consolidate or merge with or into any Person (other than (A) a consolidation or merger of a
Wholly-Owned Subsidiary with or into a Wholly-Owned Subsidiary or (B) in connection with a Permitted Acquisition); 

(iii) directly or indirectly acquire Stock, Stock Equivalents or assets of (including, any business or operating unit of), or
control (as defined in Federal Reserve Board Regulation (12 C.F.R. Pt. 225) (“Regulation Y”), in the case of a bank, and as defined in Regulation LL, in the case of a savings association) of, (A) any Person involving
consideration (whether in cash, securities, assets or otherwise, and including Indebtedness assumed by the Company or any of its Subsidiaries and Indebtedness of any entity so acquired) paid or delivered by the Company and its Subsidiaries
(1) at any time when the GE Group shall beneficially own at least twenty percent (20%) of the outstanding shares of Company Common Stock, in excess of $500 million, or (2) at any time when the GE Group shall beneficially own less than
twenty percent (20%) of the outstanding shares of Company Common Stock, in excess of $1 billion, whether in a single transaction, or series of related transactions (other than acquisitions of receivables portfolios in the ordinary course of
business (x) not to exceed $1 billion (at the time of such acquisition), or (y) at any time when the GE Group shall beneficially own less than twenty percent (20%) of the outstanding shares of Company Common Stock, not to exceed $2
billion (at the time of such acquisition)), or (B) a savings association as defined in Regulation LL, or a bank as defined in Regulation Y, provided that, subparagraph (A) shall govern any merger by GE Capital Retail Bank
(“GECRB”) with, or an acquisition by GECRB of assets of, another savings association as defined in Regulation LL or a bank as defined in Regulation Y so long as (1) GECRB is the surviving entity in any such transaction and
(2) in GECC’s reasonable judgment, such merger or acquisition will not affect the status of the Company, GE, GECC or GECFI as grandfathered unitary savings and loan holding companies under section 10(c)(9)(C) of HOLA (12 U.S.C. §
1467a(c)(9)(C);
 (iv) directly or indirectly sell, convey, transfer, lease, pledge, grant a Security Interest in, or
otherwise dispose of any of their respective assets (including Stock and Stock Equivalents) or any interest therein to any Person, or permit or suffer any other Person to acquire any interest in any of their respective assets, in each case in a
single transaction, or series of related transactions, involving consideration (whether in 

  
 61 








 
cash, securities, assets or otherwise, and including Indebtedness assumed by any other Person and Indebtedness of any entity acquired by such other Person) paid to or received by the Company and
its Subsidiaries (1) at any time when the GE Group shall beneficially own at least twenty percent (20%) of the outstanding shares of Company Common Stock, in excess of $500 million, or (2) at any time when the GE Group shall
beneficially own less than twenty percent (20%) of the outstanding shares of Company Common Stock, in excess $1 billion; provided, however, that the foregoing shall not apply to (A) dispositions of receivables in the ordinary course of
business (x) not to exceed $1 billion (at the time of such disposition) or (y) at any time when the GE Group shall beneficially own less than twenty percent (20%) of the outstanding shares of Company Common Stock, not to exceed $2
billion (at the time of such disposition), (B) any sale, conveyance, transfer, lease, pledge, grant or disposition solely involving another member of the Company Group) or (C) any issuance of asset-backed securitization debt necessary to
maintain the aggregate levels of borrowing capacity that the Company will have at the Initial Public Offering; 
 (v)
directly or indirectly create, incur, assume, guarantee or otherwise be or become liable with respect to Indebtedness (including Indebtedness of any entity acquired by the Company or any of its Subsidiaries, whether or not such Indebtedness is
expressly assumed or guaranteed by the Company or any of its Subsidiaries) which would reasonably be expected to result in a downgrade of the Company Group’s publicly issued debt from any of the ratings agencies from whom ratings were solicited
and received by the Company at the time of the Initial Public Offering; 
 (vi) until such time when the GE Group
beneficially owns less than twenty percent (20%) of the outstanding shares of Company Common Stock, issue any Stock or any Stock Equivalents, except (A) the issuance of shares of Stock of a Wholly-Owned Subsidiary to the Company or another
Wholly-Owned Subsidiary, or (B) pursuant to the Transactions; 
 (vii) dissolve, liquidate or wind up; 

(viii) unless otherwise required to comply with applicable Law, alter, amend, terminate or repeal, or adopt any provision
inconsistent with, in each case whether directly or indirectly, or by merger, consolidation or otherwise, the Company’s Charter or the Company’s Amended and Restated Bylaws; 

(ix) adopt or implement any stockholder rights plan or similar takeover defense measure; 

(x) declare or pay any dividend or other distribution in respect of Company Common Stock (whether payable in cash, shares of
Company Common Stock or other property); 
 (xi) purchase, redeem or otherwise acquire or retire for value any shares of
Company Common Stock or any warrants, options or other rights to acquire Company Common Stock other than (A) the repurchase of Company Common Stock 

  
 62 








 
deemed to occur upon exercise of stock options to the extent that shares of Company Common Stock represent a portion of the exercise price of the stock options or are withheld by the Company to
pay applicable withholding taxes and (B) the repurchase of Company Common Stock deemed to occur to the extent shares of Company Common Stock are withheld by the Company to pay applicable withholding taxes in connection with any grant or vesting
of restricted stock; 
 (xii) enter into a new principal line of business or enter into business in a new geographical area,
provided, however, that at any time when the GE Group shall beneficially own less than ten percent (10%) of the outstanding shares of Company Common Stock, the Company shall not need the prior written approval of GECC to enter into a new
principal line of business or enter into business in a new geographical area where such business is not reasonably expected to exceed $200 million in average receivables or annual purchase volume; 

(xiii) until such time when the GE Group beneficially owns less than twenty percent (20%) of the outstanding shares of
Company Common Stock, change the size of the Company Board from nine (9) directors; or 
 (xiv) establish an executive
committee of the Company Board (or a committee having the powers customarily delegated to an executive committee). 
 (b) For the avoidance
of doubt, (i) nothing in this Section 8.1 shall be construed in a manner inconsistent with Section 5.10(d)(ii) and (ii) GECC shall have the right, in its sole discretion, to waive any and all of the rights granted to it
under this Section 8.1, by delivery of written notice to the Company in accordance with Section 10.5. 
 8.2
Director Nomination Rights. 
 (a) Until Deregistration, in connection with any annual or special meeting of the stockholders of the
Company at which directors shall be elected, GECC shall have the right to designate persons for nomination by the Company Board and/or the Nominating and Governance Committee of the Board for election to the Company Board (each person so designated,
a “GE Designee”) as follows: 
 (i) at any time when the GE Group shall beneficially own more than fifty
percent (50%) of the outstanding shares of Company Common Stock, GECC shall have the right to designate for nomination five (5) GE Designees; 

(ii) at any time when the GE Group shall beneficially own at least thirty-three percent (33%) but not more than fifty
percent (50%) of the outstanding shares of Company Common Stock, GECC shall have the right to designate for nomination four (4) GE Designees; 

(iii) at any time when the GE Group shall beneficially own at least twenty percent (20%) but less than thirty-three
percent (33%) of the outstanding shares of Company Common Stock, GECC shall have the right to designate for nomination three (3) GE Designees; 

  
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 (iv) at any time when the GE Group shall beneficially own at least ten percent
(10%) but less than twenty percent (20%) of the outstanding shares of Company Common Stock and prior to Deregistration, GECC shall have the right to designate for nomination two (2) GE Designees; and 

(v) at any time when the GE Group shall beneficially own less than ten percent (10%) of the outstanding shares of Company
Common Stock and prior to Deregistration, GECC shall have the right to designate for nomination one (1) GE Designee. 
 If the size of
the Company Board shall, with GECC’s prior written approval, be changed, GECC shall have the right to designate a proportional number of persons for nomination to the Company Board (rounded up to the nearest whole number). 

(b) The Company Board and/or the Nominating and Corporate Governance Committee of the Company Board shall in good faith consider each GE
Designee, applying the same standards as shall be applied for the consideration of other proposed nominees of the Company Board. In the event that the Company Board or Nominating and Corporate Governance Committee fails to approve the nomination of
any GE Designee, GECC shall have the right to designate an alternative GE Designee for consideration. 
 (c) The Company shall cause each GE
Designee whose nomination has been approved to be included in the slate of nominees recommended by the Company Board and/or the Nominating and Corporate Governance Committee of the Company Board to holders of Company Common Stock for election
(including at any special meeting of stockholders held for the election of directors) and shall use its best efforts to cause the election of each such GE Designee, including soliciting proxies in favor of the election of such persons. 

(d) In the event that any GE Designee elected to the Company Board shall cease to serve as a director for any reason, the vacancy resulting
therefrom shall be filled by the Company Board with a substitute GE Designee. 
 (e) Controlled Company Exceptions. Until the Trigger Date,
the Company shall avail itself of all available “controlled company” exceptions to the corporate governance listing standards of the NYSE. 

For the avoidance of doubt, GECC shall have the right, in its sole discretion, to waive any and all of the rights granted to it under this
Section 8.2, by delivery of written notice to the Company in accordance with Section 10.5. 
 8.3 Committees of
the Board. 
 (a) Compensation Committee. Prior to the Trigger Date, the Company shall cause the Management Development and
Compensation Committee of the Company Board to consist of three (3) directors, one (1) of whom shall be designated by GECC from among the GE Designees serving on the Company Board and two (2) of whom shall be independent directors as
defined under the applicable rules of any securities exchange on which shares of Company Common Stock are listed. 

  
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 (b) Nominating and Corporate Governance Committee. Prior to the Trigger Date, the Company
shall cause the Nominating and Corporate Governance Committee of the Company Board to consist of three (3) directors, one (1) of whom shall be designated by GECC from among the GE Designees serving on the Company Board and two (2) of
whom shall be independent directors as defined under the applicable rules of any securities exchange on which shares of Company Common Stock are listed. 

(c) Risk Committee. Until Deregistration, the Company shall cause the Risk Committee of the Company Board to consist of three
(3) directors, one (1) of whom shall be designated by GECC from among the GE Designees serving on the Company Board and two (2) of whom shall be independent directors as defined under the applicable rules of any securities exchange on
which shares of Company Common Stock are listed. 
 8.4 Meetings of the Board. Regular and special meetings of the Board of Directors
shall be held in accordance with the provisions of the Amended and Restated Bylaws or upon provision of the notice required by such provisions by any GE Designee. 

8.5 Bank Board. 
 (a) At
any time when the GE Group shall beneficially own more than fifty percent (50%) of the outstanding shares of Company Common Stock, in connection with any election of members of the Bank Board, or in connection with any annual or special meeting
of the stockholders of GECRB at which directors shall be elected, GECC shall have the right to designate two persons for appointment by the Company for election to the Bank Board (each person so appointed, a “GE Appointee”). 

(b) To the extent that GECC is entitled to designate a GE Appointee under Section 8.5(a), then the Company shall provide GECC at
least twenty (20) Business Days’ advance written notice of any annual or special meeting of the stockholders of GECRB at which directors shall be elected. Prior to such annual or special meeting, GECC shall provide written notice to the
Company stating the name of such GE Appointee and the Company shall take all necessary action to cause such GE Appointee to be elected to the Bank Board. 

(c) In the event that any GE Appointee elected to the Bank Board shall cease to serve as a director for any reason, the Company shall cause
the vacancy resulting therefrom to be filled by the Bank Board with a substitute GE Appointee, as designated by GECC. 
 For the avoidance
of doubt, GECC shall have the right, in its sole discretion, to waive any and all of the rights granted to it under this Section 8.5, pursuant to a written notice delivered to the Company in accordance with Section 10.5. 

8.6 Compliance with Organizational Documents. The Company shall, and shall cause each of its Subsidiaries to, take any and all actions
necessary to ensure continued compliance by the Company and its Subsidiaries with the provisions of its respective certificate or articles of incorporation and bylaws (collectively, “organizational documents”). The Company shall
notify GECC in writing promptly after becoming aware of any act or activity taken or proposed to be taken by the Company or any of its Subsidiaries which resulted or would result in non-compliance with any such organizational documents, and so long
as GECC or any member of the 

  
 65 








 
Group owns any shares of Company Common Stock the Company shall take or refrain from taking all such actions as GECC shall in its sole discretion determine necessary or desirable to prevent or
remedy any such non-compliance. 
 ARTICLE IX 

DISPUTE RESOLUTION 
 9.1
General Provisions. 
 (a) Any dispute, controversy or claim arising out of or relating to this Agreement or the Transaction
Documents (other than the Transaction Documents set forth on Schedule 9.1) or to the extent explicitly set forth in another Transaction Document, or the validity, interpretation, breach or termination thereof (a “Dispute”),
shall be resolved in accordance with the procedures set forth in this Article IX, which shall be the sole and exclusive procedures for the resolution of any such Dispute unless otherwise specified below. 

(b) Commencing with a request contemplated by Section 9.2 set forth below, all communications between the Parties or their
representatives in connection with the attempted resolution of any Dispute, including any mediator’s evaluation referred to in Section 9.3 set forth below, shall be deemed to have been delivered in furtherance of a Dispute
settlement and shall be exempt from discovery and production, and shall not be admissible in evidence for any reason (whether as an admission or otherwise), in any arbitral or other proceeding for the resolution of the Dispute. 

(c) Except as provided in Section 9.1(f) in connection with any Dispute, the Parties expressly waive and forego any right to
(i) special, indirect, incidental, punitive, consequential, exemplary, statutorily-enhanced or similar damages in excess of compensatory damages (provided that liability for any such damages with respect to a Third-Party Claim shall be
considered direct damages) and (ii) trial by jury. 
 (d) The specific procedures set forth below, including but not limited to the
time limits referenced therein, may be modified by agreement of the Parties in writing. 
 (e) All applicable statutes of limitations and
defenses based upon the passage of time shall be tolled while the procedures specified in this Article IX are pending. The Parties will take such action, if any, required to effectuate such tolling. 

(f) Notwithstanding anything to the contrary contained in this Article IX, any Dispute relating to a member of the GE Group’s
rights as a stockholder of the Company pursuant to applicable Law, the Company’s Charter or the Company’s Amended and Restated Bylaws, including a member of the GE Group’s rights as the holder of Company Common Stock, will not be
governed by or subject to the procedures set forth in this Article IX. The Parties hereto hereby irrevocably submit to the exclusive jurisdiction of the Court of Chancery of the State of Delaware or, if such court lacks subject matter
jurisdiction, any other state court or federal court having subject matter jurisdiction located within the State of Delaware in connection with any such Dispute and each Party hereby irrevocably agrees that all claims in respect of any such Dispute
or any suit, action proceeding related thereto may be heard and determined in such 

  
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courts. The Parties hereby irrevocably waive, to the fullest extent permitted by applicable Law, any objection that they may now or hereafter have to the laying of venue of any such Dispute
brought in such courts or any defense of inconvenient forum for the maintenance of such dispute. Each of the Parties hereto agrees that a judgment in any such Dispute may be enforced in other jurisdictions by suit on the judgment or in any other
manner provided by Law. 
 9.2 Consideration by Senior Executives. If a Dispute is not resolved in the normal course of business at
the operational level, the Parties shall attempt in good faith to resolve such Dispute by negotiation between executives who hold, at a minimum, the office of President and CEO of the respective business entities involved in such Dispute or their
respective senior level designees. Either Party may initiate the executive negotiation process by providing a written notice to the other (the “Initial Notice”). Fifteen (15) days after delivery of the Initial Notice, the
receiving Party shall submit to the other a written response (the “Response”). The Initial Notice and the Response shall include (i) a statement of the Dispute and of each Party’s position, and (ii) the name and title
of the executive who will represent that Party and of any other person who will accompany the executive. Such executives will meet in person or by telephone within ten (10) Business Days of the date of the Response to seek a resolution of the
Dispute. 
 9.3 Mediation. If a Dispute is not resolved by negotiation as provided in Section 9.2 within thirty
(30) days from the delivery of the Response, then either Party may submit the Dispute for resolution by mediation pursuant to the CPR Institute for Dispute Resolution (the “CPR”) Model Mediation Procedure as then in effect. The
Parties will select a mediator from the CPR Panels of Distinguished Neutrals. If the Parties are unable to select a mutually agreeable mediator within twenty (20) days following the submission of the Dispute to the CPR, the CPR shall select the
mediator from the CPR Panels of Distinguished Neutrals. Either Party at commencement of the mediation may ask the mediator to provide an evaluation of the Dispute and the Parties’ relative positions. 

9.4 Arbitration. 
 (a) If
a Dispute is not resolved by mediation as provided in Section 9.3 within thirty (30) days of the selection of a mediator (unless the mediator chooses to withdraw sooner), either Party may submit the Dispute to be finally resolved by
arbitration pursuant to the CPR Rules for Non-Administered Arbitration as then in effect (the “CPR Arbitration Rules”). The Parties consent to a single, consolidated arbitration for all known Disputes existing at the time of the
arbitration and for which arbitration is permitted. 
 (b) The neutral organization for purposes of the CPR Arbitration Rules will be the
CPR. The arbitral tribunal shall be composed of three arbitrators, of whom each Party shall appoint one in accordance with the “screened” appointment procedure provided in Rule 5.4 of the CPR Arbitration Rules. The arbitration shall be
conducted in New York City. Each Party shall be permitted to present its case, witnesses and evidence, if any, in the presence of the other Party. A written transcript of the proceedings shall be made and furnished to the Parties. The arbitrators
shall determine the Dispute in accordance with the law of the State of New York, without giving effect to any conflict of law rules or other rules that might render such law inapplicable or unavailable, and shall apply this Agreement and the
Transaction Documents according to their respective terms; provided, however, that any Dispute in respect of a 

  
 67 








 
Transaction Document which by its terms is governed by the law of a jurisdiction other than the State of New York shall be determined by the law of such other jurisdiction and; provided,
further, however, that the provisions of this Agreement relating to arbitration shall in any event be governed by the Federal Arbitration Act, 9 U.S.C. §§ 1 et seq. 

(c) The Parties agree to be bound by any award or order resulting from any arbitration conducted in accordance with this
Section 9.4 and further agree that judgment on any award or order resulting from an arbitration conducted under this Section 9.4 may be entered and enforced in any court having jurisdiction thereof. 

(d) Except as expressly permitted by this Agreement, no Party will commence or voluntarily participate in any court action or proceeding
concerning a Dispute, except (i) for enforcement as contemplated by Section 9.4(c) above, (ii) to restrict or vacate an arbitral decision based on the grounds specified under applicable law, or (iii) for interim relief as
provided in paragraph (e) below. For purposes of the foregoing, the Parties hereto submit to the non-exclusive jurisdiction of the courts of the State of New York. 

(e) In addition to the authority otherwise conferred on the arbitral tribunal, the tribunal shall have the authority to make such orders for
interim relief, including injunctive relief, as it may deem just and equitable. Notwithstanding Section 9.4(d) above, each Party acknowledges that in the event of any actual or threatened breach of the provisions of
(i) Section 7.2, Section 7.10, Section 7.15 or Article VIII, (ii) the Employee Matters Agreement, (iii) the Intellectual Property Cross License Agreement, (iv) the Transitional Trademark
License Agreement or (v) the Registration Rights Agreement, the remedy at law would not be adequate, and therefore injunctive or other interim relief may be sought immediately to restrain such breach. If the tribunal shall not have been
appointed, either Party may seek interim relief from a court having jurisdiction if the award to which the applicant may be entitled may be rendered ineffectual without such interim relief. Upon appointment of the tribunal following any grant of
interim relief by a court, the tribunal may affirm or disaffirm such relief, and the Parties will seek modification or rescission of the court action as necessary to accord with the tribunal’s decision. 

(f) Each Party will bear its own attorneys’ fees and costs incurred in connection with the resolution of any Dispute in accordance with
this Article IX. 
 ARTICLE X 

MISCELLANEOUS 
 10.1 Corporate
Power; Fiduciary Duty. 
 (a) GE represents on behalf of itself, GECC represents on behalf of itself, and the Company represents on
behalf of itself, as follows: 
 (i) each such Person has the requisite corporate or other power and authority and has taken
all corporate or other action necessary in order to execute, deliver and perform this Agreement and each other Transaction Document to which it is a party and to consummate the transactions contemplated hereby and thereby; and 

  
 68 








 (ii) this Agreement and each Transaction Document to which it is a party has been
duly executed and delivered by it and constitutes a valid and binding agreement of it enforceable in accordance with the terms thereof. 

(b) Notwithstanding any provision of this Agreement or any Transaction Document, none of GE, GECC or the Company shall be required to take or
omit to take any act that would violate its fiduciary duties to any minority stockholders of the Company or any non-wholly-owned Subsidiary of GE or the Company, as the case may be (it being understood that directors’ qualifying shares or
similar interests will be disregarded for purposes of determining whether a Subsidiary is wholly owned). 
 10.2 Governing Law. This
Agreement shall be governed by and construed and interpreted in accordance with the Laws of the State of New York irrespective of the choice of Laws principles of the State of New York other than Section 5-1401 of the General Obligations Law of
the State of New York, except under Article VIII to the extent the substantive laws of the State of Delaware apply. 
 10.3
Survival of Covenants. Except as expressly set forth in any Transaction Document, the covenants and other agreements contained in this Agreement and each Transaction Document, and liability for the breach of any obligations contained herein
or therein, shall survive each of the Separation and the Initial Public Offering and shall remain in full force and effect; provided, however, that the Company’s obligations under Section 7.6 shall terminate upon Deregistration.

 10.4 Force Majeure. No Party hereto (or any Person acting on its behalf) shall have any liability or responsibility for failure to
fulfill any obligation (other than a payment obligation) under this Agreement or, unless otherwise expressly provided therein, any Transaction Document, so long as and to the extent to which the fulfillment of such obligation is prevented,
frustrated, hindered or delayed as a consequence of circumstances of Force Majeure. A Party claiming the benefit of this provision shall, as soon as reasonably practicable after the occurrence of any such event: (i) notify the other Parties of
the nature and extent of any such Force Majeure condition and (ii) use due diligence to remove any such causes and resume performance under this Agreement as soon as feasible. 

10.5 Notices. All notices, requests, claims, demands and other communications under this Agreement and, to the extent applicable and
unless otherwise provided therein, under each of the Transaction Documents shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by overnight courier service, by
facsimile or email with receipt confirmed (followed by delivery of an original via overnight courier service) or by registered or certified mail (postage prepaid, return receipt requested) to the respective Parties at the following addresses (or at
such other address for a Party as shall be specified in a notice given in accordance with this Section 10.5): 

  
 69 








 If to GE, to: 

General Electric Company 

3135 Easton Turnpike, 

Fairfield, CT 06828 

Attention: James Waterbury 

If to GECC, to: 

General Electric Capital Corporation 

901 Main Ave 

Norwalk, CT 06851 

Attention: Senior Transactions Counsel 

If to the Company, to: 

Synchrony Financial 

777 Long Ridge Road 

Stamford, CT 06902 

Attention: General Counsel 

10.6 Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced under any Law or
as a matter of public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the
Parties to this Agreement shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated by this Agreement
be consummated as originally contemplated to the greatest extent possible. 
 10.7 Entire Agreement. Except as otherwise expressly
provided in this Agreement, this Agreement (including the Schedules and Exhibits hereto) constitutes the entire agreement of the Parties hereto with respect to the subject matter of this Agreement and supersedes all prior agreements and
undertakings, both written and oral, between or on behalf of the Parties hereto with respect to the subject matter of this Agreement. 

10.8 Assignment; No Third-Party Beneficiaries. This Agreement shall not be assigned by any Party hereto without the prior written
consent of the other Parties hereto. Except as provided in Article VI with respect to Indemnified Parties, this Agreement is for the sole benefit of the Parties to this Agreement (including GE) and the members of their respective Group and
their permitted successors and assigns and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of
this Agreement. 
 10.9 Public Announcements. GECC and the Company shall consult with each other before issuing, and give each other
the opportunity to review and comment upon, any press release or other public statements with respect to the transactions contemplated by this 

  
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Agreement and the Transaction Documents, and shall not issue any such press release or make any such public statement prior to such consultation, except as may be required by applicable Law,
court process or by obligations pursuant to any listing agreement with any national securities exchange or national securities quotation system. 

10.10 Amendment. No provision of this Agreement may be amended or modified except by a written instrument signed by all the Parties to
such agreement. Either Party may, in its sole discretion, waive any and all rights granted to it in this Agreement; provided, that no waiver by any Party of any provision hereof shall be effective unless explicitly set forth in writing and executed
by the Party so waiving. The waiver by any Party hereto of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any other subsequent breach. 

10.11 Rules of Construction. Interpretation of this Agreement shall be governed by the following rules of construction: (a) words
in the singular shall be held to include the plural and vice versa and words of one gender shall be held to include the other gender as the context requires, (b) references to the terms Article, Section, paragraph, and Schedule are references
to the Articles, Sections, paragraphs, and Schedules to this Agreement unless otherwise specified, (c) the word “including” and words of similar import shall mean “including, without limitation,” (d) provisions shall
apply, when appropriate, to successive events and transactions, (e) the table of contents and headings contained herein are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement and
(f) this Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting or causing any instrument to be drafted. 

10.12 Counterparts. This Agreement may be executed in one or more counterparts, and by the different Parties to each such agreement in
separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by facsimile
shall be as effective as delivery of a manually executed counterpart of any such Agreement. 
 [The remainder of this page is intentionally
left blank] 

  
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 IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed on the date
first written above by their respective duly authorized officers. 
  

			
	GENERAL ELECTRIC CAPITAL CORPORATION
		
	By:	 	 /s/ Robert Green

		 	Name: Robert Green
		 	Title: Chief Financial Officer
	
	SYNCHRONY FINANCIAL
		
	By:	 	 /s/ Jonathan Mothner

		 	Name: Jonathan Mothner
		 	Title: Authorized Signatory
	
	SOLELY FOR PURPOSES OF THE GE EXECUTORY SECTIONS
	
	GENERAL ELECTRIC COMPANY
		
	By:	 	 /s/ Keith S. Sherin

		 	Name: Keith S. Sherin
		 	Title: Vice Chairman









 Execution Version 

Schedule 1.1(a) 

Supply and Vendor Contracts 
  

	1.	Proprietary Software License and Maintenance Agreement by and between American Management Services, Inc. and GECC dated March 31, 1997 


 

	2.	Authorization and Agreement for Treasury Services by and between Bank of America Corporation and GECC dated September 1, 2000 

  

	3.	Software License Agreement by and between Electronic Data Systems Corporation and GECC dated June 1, 1994 

  

	4.	Master Software License Agreement by and between I2, Inc. and GECC dated November 27, 2006 

  

	5.	License and Service Agreement by and between Talisma Corporation and GECC dated May 31, 2006 

  

	6.	Equipment Leasing Agreement by and between Verifone Finance, Inc. and GECC dated July 10, 1996 

  

	7.	Master Contractor Agreement by and between Deutsche Financial Services Corporation (predecessor to GECC) and Alltel Information Services, Inc. (predecessor to Fidelity Information Services, Inc.), dated as of
August 17, 2000 

  

	8.	Application Service Provider Agreement by and between Responsys, Inc. and the GE Money Americas division of GECC dated February 22, 2007 


 

	9.	Disbursement Agency Agreement by and between The Bank of New York and GECC dated July 9, 2001 

  

	10.	Software Use Agreement by and between Lakeview Technology Inc and GECC on behalf of its GE Consumer Finance Americas division dated November 9, 2005 


 

	11.	Such other contracts that the parties determines to be Company Contracts. 


  
 1 








 Schedule 1.1(d) 

Company Contracts 
 None. 

  
 2 








 Schedule 2.2(a)(i) 

Company Assets 
  

	1.	All Assets of the Company and its subsidiaries as of the date hereof, other than (a) Excluded Assets and (b) Assets that are (i) not reflected as Assets of the Company and its Subsidiaries in the Company
Balance Sheet and (ii) held of record at the Company but are used primarily by a member of the GE Group. 

  

	2.	The standalone Blue D&O policy to be purchased prior to the Initial Public Offering. 


  
 3 








 Schedule 2.2(a)(ii)(B) 

Capital Stock of Subsidiaries 
  

	1.	Retail Finance Credit Services, LLC 

  

	2.	Retail Finance International Holdings, Inc. 

  

	3.	GE Money Holding Company 

  

	4.	GE Global Servicing PVT LTD India 

  

	5.	GE Consumer Finance Canada Company 

  

	6.	GE Money Company 

  

	7.	GE Capital Retail Bank 

  

	8.	GEMB Lending Inc. 

  

	9.	GE Sales Finance Holding, L.L.C. 

  

	10.	GE Sales Finance Master Trust 

  

	11.	Retail Finance Servicing, LLC 

  

	12.	RFS Holding, Inc. 

  

	13.	GEM Holding Inc. 

  

	14.	GE Money Master Trust 

  

	15.	GECRF Global Services Philippines Inc. 

  

	16.	RFS Holding, LLC 

  

	17.	GE Capital Credit Card Master Note Trust 

  

	18.	Care Credit LLC 

  

	19.	PLT Holding, L.L.C. 

  

	20.	Blue Trademark Holding, LLC 


  
 4 








 Schedule 2.2(a)(iii) 

Intellectual Property and Software 
  

	1.	Patents 

  

											
	 Short Description
	  	 Abstract
	  	App. Serial
No.	  	Patent No.	  	Expires	  	Owner
	Call center monitoring system used in operations	  	A system to monitor a call center includes reception of call center data, determination of respective values of a plurality of measures based on the call center data, determination of a compliance description for each of the
plurality of measures, presentation of an indicator in association with each of the plurality of measures, wherein an indicator presented in association with a measure corresponds to a compliance description determined for the measure, reception of
a selection of a presented indicator, and presentation of a value of a measure associated with the selected indicator in response to the received selection.	  	10/035,941	  	6,683,947	  	6/28/2022	  	GECC
						
	e-fraud detector rules and techniques used by fraud associates to reduce true name fraud.	  	In a method and apparatus for facilitating review of a credit application for true name fraud, an applicant might provide or submit an application for credit. One or more rules may govern when information regarding an application or
its associated applicant is obtained, used, displayed as part of the application evaluation process and whether or not the application should be approved or denied.	  	10/246,102	  	7,356,506	  	4/4/2024	  	GECC
						
	Saturn Skip tracing system used in collections	  	A system for performing skip tracing provides a first user interface including an area for presenting at least one telephone number associated with account information of a customer retrieved from a mainframe computer system, a
documentation area for inputting skip tracing results, a user interface control for indicating that a telephone number presented in the area is bad, wherein selection of the user interface control causes the documentation area to be populated with
data indicating that the telephone number is bad, a second user interface control for indicating that a second telephone number presented in the area is good, wherein selection of the second user interface control causes the documentation area to be
populated with data indicating that the second telephone number is good, and a third user interface control for causing data populating the documentation area to be recorded in a skip tracing data structure	  	10/172,067	  	7,257,206	  	1/22/2025	  	GECC


  
 5 









											
	 Short Description
	  	 Abstract
	  	App. Serial
No.	  	Patent No.	  	Expires	  	Owner
		  	of the mainframe computer system and for causing display of a fourth user interface control, the fourth user interface control for causing the second telephone number to be recorded in a skip queue of the mainframe computer
system.	  		  		  		  	
						
	Dual Card	  	A dual credit card system is in two parts: a) the creation of a dual credit card; and b) the usage of a dual credit card. The creation begins with the receipt of an application by merchant for a dual credit card. The issuing
organization issues the dual credit card to the applicant. The user may make a purchase with the dual credit card at either a private label merchant location or at a location accepting the bankcard. These locations may traditional physical
locations, a web site on the Internet or a catalog. When a purchase is made at a merchant location, the processing of the merchant location dual credit card purchase is done via a private-label processing channel. If the user uses the dual credit
card at a non-merchant location, the purchase may be processed through the VISA/MasterCard network.	  	09/593,199	  	6,915,277	  	4/28/2023	  	GECC
						
	Dual Card	  	A method for issuing a dual credit card includes receiving information regarding an applicant and assigning a credit line to a dual credit card for the applicant.	  	10/423,527	  	N/A	  		  	GECC –
Reel/Frame:
014649/0646
– Recorded:
11/03/03
						
	Internet Quick Screen	  	An exemplary embodiment of the invention allows entities to instantly pre-screen customers for a pre-approved credit card based on customer information captured during the registration, promotion or checkout process while on an
Internet web page. “Pre-approved” is a credit industry term that means that the customer has passed preliminary credit-information screening. The goals of this process include: creating a process that is seamless to the customer;
automating the process for the entity; generating a response time that is in seconds; reducing the cost of additional card accounts per approved customer; developing a process that can be used by a credit card supplier for multiple entities; and
establishing an entity implementation tool kit by the credit card supplier.	  	09/677,234	  	N/A	  		  	General
Electric
Company
						
	Point of Sale Quick Screen	  	An exemplary embodiment of the invention relates to a method, system and storage medium for pre-screening customers for a credit card at a point of sale. The method includes receiving the customer data at a point of sale
system	  	09/682,787	  	7,546,266	  	4/19/2026	  	General
Electric
Company


  
 6 









											
	 Short Description
	  	 Abstract
	  	App. Serial
No.	  	Patent No.	  	Expires	  	Owner
						
		  	and, during a check out process: transmitting the customer data to a server; searching a database for the customer data; and based upon results of the searching, performing a credit worthiness check and providing said customer
with an invitation to open a charge account. If the customer accepts the invitation, a charge account is opened before a payment method is selected whereby the customer can place the items selected for purchase on the new charge account while at the
point of sale system. The system includes at least one point of sale system coupled to a communications link; a server coupled to the point of sale system via the communications link; a data storage device in communication with the server; and a
link to a credit information server.	  		  		  		  	
						
	Point of Sale Quick Screen	  	An exemplary embodiment of the invention relates to a method, system and storage medium for pre-screening customers for a credit card at a point of sale. The method includes receiving the customer data at a point of sale system
and, during a check out process: transmitting the customer data to a server; searching a database for the customer data; and based upon results of the searching, performing a credit worthiness check and providing said customer with an invitation to
open a charge account. If the customer accepts the invitation, a charge account is opened before a payment method is selected whereby the customer can place the items selected for purchase on the new charge account while at the point of sale system.
The system includes at least one point of sale system coupled to a communications link; a server coupled to the point of sale system via the communications link; a data storage device in communication with the server; and a link to a credit
information server.	  	12/480,297	  	8,112,349	  	3/18/2022	  	General
Electric
Company
						
	Promo of One	  	A system may include detection of an event indicating a potential future credit need, identification of a person based on data associated with the event, determination of a credit product based on the detected event, and
determination of whether the person qualifies for the credit product based on a creditworthiness of the person. In some aspects, the determination of whether the person qualifies for the credit product includes determination of a creditworthiness
requirement associated with the credit product, and determination of whether the creditworthiness of the person satisfies the creditworthiness requirement.	  	12/099,853	  	N/A	  		  	GECC


  
 7 









											
	 Short Description
	  	 Abstract
	  	App. Serial
No.	  	Patent No.	  	Expires	  	Owner
						
	Dual Card	  	A payment card processing system and method is provided that allows an account holder to upgrade a private label card to a dual card. The dual card may be used for both private label transactions and bankcard transactions.
Methods for upgrading to the dual card account include selecting a private label account having associated monetary and non-monetary data and maintained on a first processing platform for upgrade to a dual card account, creating the dual card
account on a second processing platform, transferring the non-monetary data associated with the private label account from the first processing platform to the second processing platform for association with the dual card account, and initiating a
trailing activity process to identify monetary and non-monetary activity associated with the private label account and update a cross reference table to associate the trailing activity with the dual card account.	  	10/656,798	  	7,774,274	  	7/14/2027	  	GECC
						
	Payment Card Processing System and Methods	  		  	CA 2537917	  	N/A	  		  	GECC

  

	2.	Trademarks 

 Registered Marks 

 
  
  

											
	Owner	  	Trademark	  	Country	  	Appl. Date	  	No.	  	Status
		  	File Reference	  	Next Renewal Due	  	Reg. Date	  	No.	  	Sub Status

  
  

 

			
	APPLY NOW, BUY NOW	  	

  

													
	GE Money	  	APPLY NOW, BUY NOW	  		  	Canada	  		  	21-Dec-04	  	 1241452
 Registered

		  	256220	  		  		  	15-May-21	  	15-May-06	  	TMA664273

  

					
	Disclaimers	  	“Apply” and “Buy”	  	
	Class	  	 	  	
	Goods	  	Credit application services by an on-line kiosk in a department store.	  	

  
  

  
 8 









			
	CARECREDIT	  	

  

													
	CareCredit LLC	  	CARECREDIT	  		  	Canada	  		  	22-Feb-02	  	1132079 Registered
		  	95310	  		  		  	15-Mar-20	  	15-Mar-05	  	TMA635302

  

					
	Class	  	 	  	
	Goods	  	Financing services, namely providing financing for the practices of dentists, doctors and veterinarians and providing financing
to patients through their doctors and dentists for care received; Credit agency services, including, providing financing for the practices of dentists, doctors and veterinarians and providing financing to patients through their doctors and dentists
for care received.	  	

  
  

 

													
	CareCredit LLC	  	CARECREDIT	  		  	United States of America	  		  	27-Dec-94	  	74615914 Registered
		  	95309	  		  		  	3-Dec-16	  	3-Dec-96	  	2021305

  

					
	Class	  	36	  	
	Goods	  	Financing services, namely providing financing for the practices of dentists, doctors and veterinarians and providing financing
to patients through their doctors and dentists for care received.	  	

  
  

 

			
	CARECREDIT & DESIGN	  	

  

													
	CareCredit LLC	  	CARECREDIT & DESIGN	  		  	United States of America	  		  	11-May-12	  	85623062 Registered
	CareCredit LLC	  	458655	  		  		  	3-Sep-23	  	3-Sep-13	  	4397219

  

					
	Class	  	36	  	
	Goods	  	Facilitating and arranging for the financing of healthcare services; Financing services	  	

  

			
	CARECREDIT CANADA	  	

  

													
	CareCredit LLC	  	CARECREDIT CANADA	  		  	Canada	  		  	22-Feb-02	  	1132080 Registered
		  	95311	  		  		  	16-Mar-20	  	16-Mar-05	  	635449

  

					
	Class	  	 	  	
	Goods	  	Credit agency services, including, providing financing for the practices of dentists, doctors and veterinarians and providing
financing to patients through their doctors and dentists for care received.	  	

  
  

  
 9 









			
	CARECREDIT CARING COMMUNITIES	  	

  

													
	CareCredit LLC	  	CARECREDIT CARING COMMUNITIES	  		  	United States of America	  		  	11-Sep-13	  	 86061692
 Pending

		  	460217	  		  		  		  		  	

  

					
	Class	  	36	  	
	Goods	  	Providing grants for health awareness projects and programs that aim to provide underserved populations with access to
healthcare.	  	

  
  

 

			
	CARECREDIT DESIGN	  	

  

													
	CareCredit LLC	  	CARECREDIT DESIGN	  		  	United States of America	  		  	11-May-12	  	85623059 Registered
		  	458654	  		  		  	3-Sep-23	  	3-Sep-13	  	4397218

  

					
	Class	  	36	  	
	Goods	  	Facilitating and arranging for the financing of healthcare services; Financing services	  	

  
  

 

			
	CAREFUND	  	

  

													
	CareCredit LLC	  	CAREFUND	  		  	United States of America	  		  	14-Mar-13	  	85875726 Pending
		  	460046	  		  		  		  		  	

  

					
	Disclaimers	  	Applicant’s claim of ownership of U.S. Registration No. 3151763	  	
	Class	  	36	  	
	Goods	  	Credit agency services.	  	

  
  

 

			
	CCWARE	  	

  

													
	GE Money Bank	  	CCWARE	  		  	United States of America	  		  	18-Aug-06	  	78955055 Registered
		  	441801	  		  		  	27-Nov-17	  	27-Nov-07	  	3346304

  

					
	Class	  	9	  	
	Goods	  	Software for facilitating the use of CareCredit financial services that are directed to the financing of medical procedures
performed by doctors, dentists and veterinarians.	  	

  
  

 

			
	CUSTOMER CARE CARD	  	

  

													
	GE Money Bank	  	CUSTOMER CARE CARD	  		  	United States of America	  		  	15-Apr-02	  	76395831 Registered
		  	125279	  		  		  	5-Apr-15	  	5-Apr-05	  	2938955

  

					
	Class	  	36	  	
	Goods	  	Financing services and credit card services, namely, the business of issuing credit cards, providing financing on credit cards
issued, servicing credit cards and providing financing.	  	

  
  

  
 10 









			
	FLASHSETTLE	  	

  

													
	GE Money Bank	  	FLASHSETTLE	  		  	United States of America	  		  	19-Dec-06	  	77067569 Registered
		  	449470	  		  		  	8-Sep-19	  	8-Sep-09	  	3680179

  

					
	Class	  	36	  	
	Goods	  	Financial management, namely, financial ledger settlement services.	  	

  
  

 

			
	HOME DESIGNS CARD	  	

  

													
	Monogram Credit Card Bank of Georgia	  	HOME DESIGNS CARD	  		  	United States of America	  		  	8-Jun-93	  	74399722 Registered
		  	6330	  		  		  	27-Dec-14	  	27-Dec-94	  	1870247

  

					
	Disclaimers	  	NO CLAIM IS MADE TO THE EXCLUSIVE RIGHT TO USE “CARD” APART FROM THE MARK AS SHOWN	  	
	Class	  	16	  	
	Goods	  	Credit cards.	  	
	Class	  	36	  	
	Goods	  	Credit card services.	  	

  
  

 

			
	M.USE	  	

  

													
	GE Capital Retail Bank	  	M.USE	  		  	United States of America	  		  	4-Sep-13	  	86055003 Pending
		  	460206	  		  		  		  		  	

  

					
	Class	  	9	  	
	Goods	  	Computer application software for mobile devices, namely, software which enables users to apply for a credit card, manage
credit card accounts, redeem rewards and make payments.	  	

  
  

 

			
	MAKING CARE POSSIBLE...TODAY.	  	

  

													
	CareCredit LLC	  	MAKING CARE POSSIBLE...TODAY.	  		  	United States of America	  		  	11-May-12	  	85623064 Pending
		  	458656	  		  		  		  		  	

  

					
	Class	  	36	  	
	Goods	  	Facilitating and arranging for the financing of healthcare services; Financing services	  	

  
  

 

			
	MULTITREATMENT	  	

  

													
	CareCredit LLC	  	MULTITREATMENT	  		  	United States of America	  		  	13-Mar-13	  	85875058 Pending
		  	459423	  		  		  		  		  	

  

					
	Class	  	36	  	
	Goods	  	Financing services in the nature of a payment plan provided in connection with health care services	  	

  
  

 

			
	OPTIMIZER+PLUS	  	

  

													
	GE Capital Retail Bank	  	OPTIMIZER+PLUS	  		  	United States of America	  		  	25-Jul-13	  	86020318 Pending
		  	460120	  		  		  		  		  	

  

					
	Class	  	36	  	
	Goods	  	Banking services, namely, deposit accounts that are savings accounts, checking accounts, certificates of deposits, money market
deposit accounts, and FDIC backed Individual Retirement Accounts (IRAs).	  	

  
  

  
 11 









			
	OPTIMIZERPLUS PERKS	  	

  

													
	GE Capital Retail Bank	  	OPTIMIZERPLUS PERKS	  		  	United States of America	  		  	8-Aug-13	  	86032077 Pending
		  	460142	  		  		  		  		  	

  

					
	Class	  	35	  	
	Goods	  	Administration of a consumer loyalty program to promote the sale of deposit accounts, namely, savings accounts, checking
accounts, certificates of deposits, money market deposit accounts, and FDIC backed Individual Retirement Accounts (IRAs).	  	

  
  

 

			
	PROJECTLINE	  	

  

													
	GE Money Bank	  	PROJECTLINE	  		  	Canada	  		  	4-Sep-98	  	889553 Registered
		  	125276	  		  		  	2-Aug-16	  	2-Aug-01	  	TMA549180

  

					
	 	 	
	Class	  	 	  	
	 	 	
	Goods	  	Credit card and financing services.	  	

  
  

 

			
	QUICKSCREEN	  	

  

													
	GECC	  	QUICKSCREEN	  		  	United States of America	  		  	1-Feb-02	  	78106271 Registered
		  	17412	  		  		  	21-Sep-14	  	21-Sep-04	  	2887459

  

					
	Class	  	36	  	
	Goods	  	Credit card services	  	

  
  

 

			
	The Project Card	  	

  

													
	General Electric Company	  	The Project Card	  		  	United States of America	  		  	23-Jul-86	  	73610891 Registered
		  	44816	  		  		  	10-Mar-17	  	10-Mar-87	  	1432283

  

					
	Class	  	36	  	
	Goods	  	Credit card services for retail building materials stores	  	

 Unregistered Marks 

eQuickscreen 
  

	3.	Domain Names 

 carecreditpro.com 

mycarecredit.com 
 acceptthiscard.com 

  
 12 








 acceptthisoffer.com 

acceptyouroffer.com 
 aeclearcard.com 

aeoutfitterscredit.com 
 aestorecard.com 

almartgift.com 
 almartvisa.com 

almartvisagift.com 
 almartvisagiftcard.com 

amazoncreditservices.com 
 applyfornewcard.com 

aquavantagewatertreatment.com 
 b2bcreditservices.com 

bananarepubliccredit.com 
 brooksbrotherscredit.com 

cardoverview.com 
 cardservices.org 

carecredit.com 
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creditapply.mobi 
 cuttingedgecard.com 

cvxcards.com 
 enroll-today.com 

fraudassistancecenter.com 
 fraudassistancecenter.net 

fraudassistancecenter.org 
 gapstorecard.com 

growwithfinance.com 
 growwithfinancing.com 

hdcsreports.com 
 hdprocredit.com 

homedesignfinancing.com 
 ikeacard.com 

ikeacards.com 
 ikeakiosk.com 

inbranchapply.com 
 jcpicaps.com 

lntcredit.com 
 lordandtaylorcredit.com 

lordandtaylorcreditservices.com 
 lowesbusinesscredit.ca 

lowescredit.ca 
 lowescreditonline.com 

lowescreditservices.com 
 lowesvisacredit.com 

meijercredit.com 
 meijerprepaid.com 

menswearhousecredit.com 
 modellscredit.com 

modellscreditapply.com 
 moorescreditapp.com 

mycommercialcredit.com 
 mycreditcard.mobi 

myoptimizerplus.biz 
 myoptimizerplus.com 

myoptimizerplus.info 

  
 13 








 myoptimizerplus.mobi 

myoptimizerplus.net 
 myoptimizerplus.us 

myoptimizerplus.us.com 
 myoptimizerplusperks.com 

myoptimizerplusperks.net 
 myoptplusmember.com 

myoptplusmember.net 
 myoptplusmembers.com 

myoptplusmembers.net 
 myoptplusperks.com 

myoptplusperks.net 
 myoptplusrewards.com 

myoptplusrewards.net 
 myoptplussecure.com 

myoptplussecure.net 
 myprojectline.com 

oldnavystorecard.com 
 onlinecreditcenter.com 

onlinecreditcenter2.com 
 onlinecreditcenter3.com 

onlinecreditcenter4.com 
 onlinecreditcenter6.com 

onlineebillcenter.com 
 onlineeservicecenter.com 

onlinemessagecenter.com 
 optbanking.biz 

optbanking.info 
 optbanking.mobi 

optbanking.net 
 optbanking.us.com 

optbankira.biz 
 optbankira.com 

optbankira.info 
 optbankira.mobi 

optbankira.net 
 optbankira.us 

optbankira.us.com 
 optcd.biz 

optcd.com 
 optcd.info 

optcd.mobi 
 optcd.net 

optcd.us 
 optcd.us.com 

optcdrates.biz 
 optcdrates.com 

optcdrates.info 
 optcdrates.mobi 

optcdrates.net 
 optcdrates.us 

optcdrates.us.com 
 optcertificateofdeposit.biz 

optcertificateofdeposit.com 
 optcertificateofdeposit.info 

  
 14 








 optcertificateofdeposit.mobi 

optcertificateofdeposit.net 
 optcertificateofdeposit.us 

optcertificateofdeposit.us.com 
 optchecking.biz 

optchecking.com 
 optchecking.info 

optchecking.mobi 
 optchecking.net 

optchecking.us 
 optchecking.us.com 

optimizeraccount.biz 
 optimizeraccount.com 

optimizeraccount.info 
 optimizeraccount.mobi 

optimizeraccount.net 
 optimizeraccount.us 

optimizeraccount.us.com 
 optimizerbronze.biz 

optimizerbronze.com 
 optimizerbronze.info 

optimizerbronze.mobi 
 optimizerbronze.net 

optimizerbronze.us 
 optimizerbronze.us.com 

optimizercard.biz 
 optimizercard.com 

optimizercard.info 
 optimizercard.mobi 

optimizercard.net 
 optimizercard.us 

optimizercard.us.com 
 optimizercd.biz 

optimizercd.com 
 optimizercd.info 

optimizercd.mobi 
 optimizercd.net 

optimizercd.us 
 optimizercd.us.com 

optimizerchecking.biz 
 optimizerchecking.com 

optimizerchecking.info 
 optimizerchecking.mobi 

optimizerchecking.net 
 optimizerchecking.us 

optimizerchecking.us.com 
 optimizerdeposits.biz 

optimizerdeposits.com 
 optimizerdeposits.info 

optimizerdeposits.mobi 
 optimizerdeposits.net 

optimizerdeposits.us 
 optimizerdeposits.us.com 

optimizergold.biz 
 optimizergold.com 

optimizergold.info 

  
 15 








 optimizergold.mobi 

optimizergold.net 
 optimizergold.us 

optimizergold.us.com 
 optimizerira.biz 

optimizerira.com 
 optimizerira.info 

optimizerira.mobi 
 optimizerira.net 

optimizerira.us 
 optimizerira.us.com 

optimizerplatinum.biz 
 optimizerplatinum.com 

optimizerplatinum.info 
 optimizerplatinum.mobi 

optimizerplatinum.net 
 optimizerplatinum.us 

optimizerplatinum.us.com 
 optimizerplus.biz 

optimizerplus.mobi 
 optimizerplus.us 

optimizer-plus.us 
 optimizerplus.us.com 

optimizer-plus.us.com 
 optimizerplusdeposits.biz 

optimizerplusdeposits.com 
 optimizerplusdeposits.info 

optimizerplusdeposits.mobi 
 optimizerplusdeposits.net 

optimizerplusdeposits.us 
 optimizerplusdeposits.us.com 

optimizerplusperks.com 
 optimizerplusperks.net 

optimizersavings.biz 
 optimizersavings.com 

optimizersavings.info 
 optimizersavings.mobi 

optimizersavings.net 
 optimizersavings.us 

optimizersavings.us.com 
 optimizersilver.biz 

optimizersilver.com 
 optimizersilver.info 

optimizersilver.mobi 
 optimizersilver.net 

optimizersilver.us 
 optimizersilver.us.com 

optimizeyourmoney.biz 
 optimizeyourmoney.com 

optimizeyourmoney.info 
 optimizeyourmoney.mobi 

optimizeyourmoney.net 
 optimizeyourmoney.us 

optimizeyourmoney.us.com 
 optimizingplus.biz 

optimizing-plus.biz 

  
 16 








 optimizingplus.com 

optimizing-plus.com 
 optimizingplus.info 

optimizing-plus.info 
 optimizingplus.mobi 

optimizing-plus.mobi 
 optimizingplus.net 

optimizing-plus.net 
 optimizingplus.us 

optimizing-plus.us 
 optimizingplus.us.com 

optimizing-plus.us.com 
 optindividualretirementaccount.biz 

optindividualretirementaccount.com 

optindividualretirementaccount.info 

optindividualretirementaccount.mobi 

optindividualretirementaccount.net 

optindividualretirementaccount.us 

optindividualretirementaccount.us.com 
 optira.biz 

optira.info 
 optira.mobi 

optira.us 
 optira.us.com 

optmizingplus.biz 
 optmizingplus.com 

optmizingplus.info 
 optmizingplus.mobi 

optmizingplus.net 
 optmizingplus.us 

optmizingplus.us.com 
 optmmda.biz 

optmmda.com 
 optmmda.info 

optmmda.mobi 
 optmmda.net 

optmmda.us 
 optmmda.us.com 

optmoneymarketaccounts.biz 
 optmoneymarketaccounts.com 

optmoneymarketaccounts.info 
 optmoneymarketaccounts.mobi 

optmoneymarketaccounts.net 
 optmoneymarketaccounts.us 

optmoneymarketaccounts.us.com 
 optonlinebank.biz 

optonlinebank.com 
 optonlinebank.info 

optonlinebank.mobi 
 optonlinebank.net 

optonlinebank.us 
 optonlinebank.us.com 

optonlinebanking.biz 
 optonlinebanking.com 

optonlinebanking.info 
 optonlinebanking.mobi 

  
 17 








 optonlinebanking.net 

optonlinebanking.us 
 optonlinebanking.us.com 

optonlinesavings.biz 
 optonlinesavings.com 

optonlinesavings.info 
 optonlinesavings.mobi 

optonlinesavings.net 
 optonlinesavings.us 

optonlinesavings.us.com 
 optplus.biz 

opt-plus.biz 
 opt-plus.com 

optplus.info 
 opt-plus.info 

optplus.mobi 
 opt-plus.mobi 

opt-plus.net 
 optplus.us 

opt-plus.us 
 optplus.us.com 

opt-plus.us.com 
 optplusbanking.biz 

optplusbanking.info 
 optplusbanking.mobi 

optplusbanking.net 
 optplusbanking.us 

optplusbanking.us.com 
 optplusbronze.com 

optpluscd.com 
 optpluschecking.com 

optplusdiamond.com 
 optplusgold.com 

optplusira.com 
 optplusmember.com 

optplusmoneymarket.com 
 optplusplatinum.com 

optplusrewards.com 
 optplussave.com 

optplussavings.com 
 optplussecure.com 

optplussilver.com 
 optplussupport.com 

optretirementfunds.biz 
 optretirementfunds.com 

optretirementfunds.info 
 optretirementfunds.mobi 

optretirementfunds.net 
 optretirementfunds.us 

optretirementfunds.us.com 
 optretirementinvestments.biz 

optretirementinvestments.com 
 optretirementinvestments.info 

optretirementinvestments.mobi 
 optretirementinvestments.net 

optretirementinvestments.us 

  
 18 








 optretirementinvestments.us.com 

optretirementsavings.biz 
 optretirementsavings.com 

optretirementsavings.info 
 optretirementsavings.mobi 

optretirementsavings.net 
 optretirementsavings.us 

optretirementsavings.us.com 
 optsave.biz 

optsave.com 
 optsave.info 

optsave.mobi 
 optsave.net 

optsave.us 
 optsave.us.com 

optsavings.biz 
 optsavings.com 

optsavings.info 
 optsavings.mobi 

optsavings.net 
 optsavings.us 

optsavings.us.com 
 optspecials.biz 

optspecials.com 
 optspecials.info 

optspecials.mobi 
 optspecials.net 

optspecials.us 
 optspecials.us.com 

opttraditionalira.biz 
 opttraditionalira.com 

opttraditionalira.info 
 opttraditionalira.mobi 

opttraditionalira.net 
 opttraditionalira.us 

opttraditionalira.us.com 
 paypalonlinecredit.com 

preferpaperless.com 
 qvconlinecredit.com 

reviewmycard.com 
 rfecom.com 

ruscreditcard.com 
 samsclubcredit.com 

samsclubcredit.net 
 samsclubdiscover.com 

secureb2c.com 
 shophqcreditcard.com 

sothebyonlinecredit.com 
 steinmartcredit.com 

stockcredit.com 
 storecreditreports.com 

tjxcards.com 
 tjxcredit.com 

toysrusaccount.com 
 wallmartgift.com 

wallmartmoneycards.com 

  
 19 








 wallmartvisagifts.com 

walmartcreditcard.net 
 walmartcreditcard.org 

walmartcreditcenter.com 
 walmartdebitcard.com 

walmartgiftcard-customerrelations.com 

walmartmoneycard-customerrelations.com 
 walmartprepaid.com 

walmartstorecard.com 
 walmartstorecredit.com 

walmartvisagift.com 
 walmartvisagiftcard.com 

walmartvisagiftcards.com 
 walmartvisagifts.com 

walmartvisamoneycard.com 
 walmartvisamoneycards.com 

sothebysmastercard.com 
 mediauploadcenter.com 

mycreditcard.mobi 
 myoptimizermember.com 

myoptimizermember.net 
 myperksmember.com 

myperksmember.net 
 myoptimizermembers.com 

myoptimizermembers.net 
 myperksmembers.com 

myperksmembers.net 
 myperksplus.com 

myperksplus.net 
 pivotpluscard.com 

pivotpluscredit.com 
 pivotpluscreditcard.com 

pivotplusfinancing.com 
  

	4.	Software 

  

			
	 Application
	  	 Description

		
	Business Center	  	Internet Application portal used by our Payment Solutions Merchants and Care Credit Providers to provide services such as apply for credit, authorize sales, receive reports and reorder collateral (Also called CCPRO)
		
	Consumer Center	  	Internet application used by our Payment Solutions and Care Credit account holders to service account
		
	Customer Presentment	  	Application used to present documents to cardholders online (ebills, letters, etc.)
		
	Deposits Origination	  	Mobile application for online origination of new Deposit accounts
		
	Deposits Servicing	  	Mobile application for online servicing of Deposits Accounts


  
 20 









			
	Deposits Workstation	  	Application used by Customer Service representatives to service Deposits customers
		
	eApply BRC/CML	  	Internet application to allow commercial and Business Revolving Credit (BRC) customers to apply for credit
		
	eApply Consumer	  	Internet application to allow consumer to apply for credit
		
	eDealer Apply	  	Internet application to allow dealers to apply for credit
		
	Edison	  	Application used to process Commercial credit applications for RC Clients
		
	eService BRC/CML	  	Internet application to allow commercial and BRC account holders to service their accounts
		
	eService Consumer	  	Internet application to allow RC cardholders to service their accounts
		
	eTail	  	Internet application to provide powerful customized solutions for Payment Solutions and Care Credit consumers to apply for credit
		
	Ge Online Apply	  	internet application to allow Payment Solutions and Care Credit consumers to apply for credit (Note: This application will ultimately be replaced by eTail and will be referred to as eTail as of Closing.)
		
	GECOM	  	Application that managed Commercial PROX accounts. It includes receivables processing, customer service, billing etc.
		
	Genasys	  	Primary consumer Credit Originations platform for Retail Card portfolios. Includes embedded and highly customized rule engines
		
	IVR	  	IVR solutions to provide call response for GECRB cardholders, merchants, providers, clients etc.
		
	Midrange Remittance	  	Application that processes majority payment files for GECRB
		
	OEM CEDA	  	Internet application used by Yamaha Payment Solutions merchant
		
	POS	  	Full suite of Point of Sales solutions used to process new credit applications and to process sales authorizations. Also includes sophisticated standing system that performance processing if primary applications are
down.
		
	Remittance	  	Mainframe application that processes payment files for GECRB. This will be replaced by Midrange Remittance
		
	Retail Web Connect	  	Predecessor to Business Center Application that provides internet services to select Payment Solutions clients. Will be replaced by Business Center by end of year
		
	Settlement MBS (local mods)	  	Local modifications made to Visionplus to provide settlement processing with GECRB retail clients
		
	Surveyor	  	Application that processes Payment Solutions and Care Credit consumer and commercial new credit applications.
		
	Symphony	  	Customer Service application used to provide originate and service new credit applications for Payment Solutions and Care Credit


  
 21 









			
	Workstation	  	Sophisticated application use by Customer Service, Collections and Fraud agents to manage cardholder accounts, provide work queuing and ensure compliant engagement with the cardholder
		
	Alpha Search	  	Application that allows customer service to search customers by a variety of criteria
		
	ANI	  	Database used by IVR to determine source of caller
		
	Apex	  	Set of tools for Call Center and Collections Agents
		
	Autoskip	  	Application to update contact information on delinquent accounts based on third party information
		
	Bag Automation	  	Application to allow GECRB to audit a sample of statements to ensure accuracy
		
	Carecredit.com	  	Primary care credit branded site
		
	CC Ware	  	Desktop tool used by Care Credit providers to facilitate access to Care Credit services
		
	CCCS	  	Consumer Credit Counseling Service - Automated process that processes requests from consumer credit counseling agencies for cardholder plan adjustments.
		
	CCRP	  	Application that supports Customer Complaint Resolution Process
		
	Collections Settlement Automation	  	Application used to close out special payment plans cardholders are enrolled in.
		
	Cskip	  	This intranet application is used by Collections agents to work skip accounts manually.
		
	Cust Service Intranet Apps	  	Suite of applications to assist Retail Finance customer service representatives.
		
	Debt Buyer Media Fulfillment	  	Recovery process to request a copy of cardholder statements.
		
	DOC	  	DOC system determines eligibility and prioritizes payment arrangement plans and tools for the collector to offer
		
	ECHO	  	ECHO (Electronic Case Housing Operation) application serves as the data capture\reporting tool for the U.S Fraud Investigation team.
		
	Fastrak	  	Titling application used for Installment accounts
		
	George	  	George is a system that provides GE Money and its clients the ability to launch target marketing E-mail campaigns.
		
	Gesmart	  	Application that processes commercial sales authorizations using rule engine
		
	Grip	  	Intranet Application that allows a customer service agent to offer Debt Cancellation products to callers outside of Workstation application.
		
	home specialty ipad	  	ipad application to allow home specialty business merchant to fill out contracts for home improvement work
		
	imaging settlement	  	Payment Solutions Imaging system for originating applications and processing settlement files. Includes Flash/Auto-Settlement process between Sales Finance and GE Commercial Finance (CDF).
		
	mcs web	  	Intranet based reporting tool for PDR
		
	nt minotaur	  	Collection application to prioritize the order skip contacts should be worked.
		
	Offerdb	  	System that stores and provides offers that cardholders are eligible for.
		
	Por	  	Application to correct addresses on returned statements, letters, and applications.
		
	Pricing App (CCPro)	  	Pricing application with CCPRO (Business Center)


  
 22 









			
	Promologix	  	Promologix is a single source of all Promotional information. It creates a pipeline of information from pricing approval to the actual invoice and enhances accuracy of our promotions via predetermined templates.
		
	Ptc	  	Application to capture and manage new merchant and provider prospects for Payment Solutions and Care Credit.
		
	Rpc	  	Application used for auditing of payments received at the RPC
		
	Ruby	  	Automated hardship enrollment solution that automatically enrolls accounts placed in FDR 397Q into hardship programs.
		
	secureb2c	  	Internet application used by Payment solutions merchants to provide Business to consumer functionality
		
	Snss	  	Application that processes settlement files received by RC clients
		
	Sherlock	  	Application to view historical Payment Solutions and Care Credit credit applications
		
	Webedm	  	Intranet application to allow Bank personnel to enter credit applications into Genasys system
		
	Ab initio Middleware Graphs	  	Middleware services that provide front end applications with access to back end services. In use by Business Center and Consumer Center
		
	b2b web services	  	Internet web services used by Payment Solutions Merchants and Care Credit providers to access back end business services such as processing new credit applications and authorizing sales
		
	business accelerator	  	Suite of services used to access FDR systems to retrieve data for customer service and collections agents
		
	Cider	  	Application that captures file transmission information processed by Gentran application
		
	digital cockpit	  	Application that allow viewing of Genasys and POS business volumes
		
	eCom Web Services	  	Internet Web Services used by Paypal to access backend services to allow Paypal to provide account services solutions
		
	ge money relay	  	Application serviced used from GE Money Consumer Sell Pages to relay credit application requests to GE Online Apply application
		
	Gear	  	Intranet application used to track IT asset information. This will be replaced by ServiceNow
		
	Genius	  	Application used by Call Center and Collection agents to verify processes and procedures
		
	Gentran	  	GECRB applications that leverage Gentran software to manage the inbound and outbound transmission of files between our partners and GECRB in a secure, compliant and reliable fashion.
		
	IT risk assessment	  	Application to support IT Risk and Controls Assessment
		
	WTX Middleware	  	Suite of middleware services to applications to access back end services and to interface with each other
		
	Satre	  	Application profile management tool used by GE IT Security
		
	Mainframe security	  	Application to support Genasys and Workstation security access
		
	FDR Gforce (models)	  	Models used by FDR authorization solution to apply GECRB specific rules to sales authorizations


  
 23 









			
	Salesforce.com (Configuration)	  	Instance of salesforce.com used to service RC Client, Payment solution merchant servicing and Care Credit provider servicing
		
	Salesforce.com - Atlas	  	Geo location service used for GECRB field sales team to provide insight on store distribution and location. Built on top of SFDC implementation.
		
	OSB	  	Middleware solution that provides orchestration and business services to calling applications such as Consumer Center and DOC.
		
	Business Dealer Locator	  	Internet application service that allows users to look up dealers online based on location
		
	Alp	  	Account level profitability data mart
		
	business objects universes	  	Suite of data stores that allow reporting of business information extracted from data marts
		
	Cdci	  	Primary Consumer cardholder data ware house
		
	Cmap	  	Provides a single consumer customer view across all account relationships within GE Money.
		
	collections dw	  	Collections Data warehouse
		
	commercial dw	  	Commercial Data warehouse
		
	deposit DW	  	Deposits data warehouse
		
	dts dw	  	Contains Consumer Customer Service Data sourced from the Workstations application system.
		
	gforce DM	  	Authorizations data mart
		
	iris reporting	  	Risk Reporting tool
		
	jcp credit central	  	Internet portal to allow JCP client to access reporting
		
	Ocv	  	One customer view allows fraud underwriters and collections to view customers across production lines. URL is https://prod-epsilon.rfs.
		
	operations dw	  	Operations data warehouse
		
	Ots72	  	Datamart that provides 72 months of cardholder data
		
	Pdr	  	Primary consumer cardholder data warehouse for Payment Solutions and Care Credit
		
	quality DW	  	Quality data warehouse
		
	Recovery dw	  	Recovery data warehouse
		
	sku cml	  	SKU level data warehouse for commercial accounts
		
	sku consumer	  	SKU level data warehouse for consumer accounts
		
	token dm	  	Data Mart used for account tokenization
		
	walmart credit central	  	Internet portal to allow Walmart client to access reporting
		
	web input database	  	BI application to support reporting
		
	Sas Analytic models	  	Marketing and Risk analytic models
		
	Deposits marketing site	  	Primary landing page for Deposits prospects and account holders
		
	Ecom Marketing Pages	  	Internet pages used by marketing
		
	Inside compliance	  	Static webpage that contains articles around compliance


  
 24 








 Schedule 2.2(b)(i) 

Excluded Assets 
  

	 	1.	All right, title and interest in and to the following Marks, outside of the US and Canada to the extent used by the GE Group outside of the US and Canada as of the date of the Initial Public Offering: 


APPLY NOW, BUY NOW 
 FLASHSETTLE 

HOME DESIGNS CARD 
 M.USE 

MULTITREATMENT 
 PROJECTLINE 

QUICKSCREEN 
 The Project Card 

  
 25 








 Schedule 2.2(b)(ii) 

Excluded Contracts 
  

	1.	None. 


  
 26 








 Schedule 2.3(a)(i) 

Company Liabilities 
 1. All
Liabilities of the members of the Company Group, other than Excluded Liabilities. 

  
 27 








 Schedule 2.4(b)(ii) 

Continuing Agreements 
  

	1.	Capital Assurance and Liquidity Maintenance Agreement entered into by and among GE Capital Retail Bank, GECC, and each Immediate Parent Company (as “Immediate Parent Company” is defined in the Operating
Agreement entered into on or about January 11, 2013, by and between GE Capital Retail Bank and the Office of the Comptroller of the Currency) 

  

	2.	MNT Servicing Agreement between MNT and GECC: Servicing Agreement, dated as of June 27, 2003, by and among RFS Funding Trust, GE Capital Credit Card Master Note Trust and GECC, successor to GE Capital Retail Bank
(formerly known as GE Money Bank), as amended. 

  

	3.	Revolving Credit Agreements (between the GE Group and the Company Group) filed with the Synchrony Financial S-1/A on June 27, 2014 


 

	4.	Sublease Agreement - dated March 15, 2014, between GE, acting through its subsidiary, GE Asset Management, as sublessor and Retail Finance International Holdings, Inc. (“RFIH”), as sublessee, for the
Sublease Premises located at 1600 Summer Street, Stamford, CT 06905 as amended by Sublease Amendment dated June 15, 2014. 

  

	5.	Sublease dated June 1, 2014, between GECC, as sublessor and RFIH, as sublessee, for the Sublease Premises located 777 Long Ridge Road, Stamford, CT 06927 


 

	6.	Sublease Agreement dated April 1, 2014, between GE, acting through its unincorporated division, GE Transportation, as sublessor and RFIH, as sublessee, for the Sublease Premises located at 500 West Monroe, Suites
2300 and 2400, Chicago, IL 60661 

  

	7.	Assignment and Assumption Agreement dated February 28, 2014 by and between GECC, as assignor, and RFIH, as assignee, covering that certain Lease dated May 20, 2003 (as amended, the “Alpharetta
Lease”) for the property located at 4125 Windward Plaza Drive, Alpharetta, Georgia 

  

	8.	Assignment and Assumption Agreement dated February 28, 2014 by and between GECC, as assignor, and RFIH, as assignee, covering that certain Lease dated March 8, 1996 (as amended, the “Atlanta Lease”)
for the property located at 485 Lake Mirror Road, Suite A, Atlanta Georgia 

  

	9.	Assignment and Assumption Agreement dated February 28, 2014 by and between GECC, as assignor, and RFIH, as assignee, covering that certain Lease dated March 19, 2004 (as amended, the “Bentonville
Lease”) for the property located at 1801 Phyllis Street, Bentonville, Arkansas 

  

	10.	Assignment and Assumption Agreement dated February 28, 2014 by and between GECC, as assignor, and RFIH, as assignee, covering that certain Lease dated December 3, 1999 (as amended, the “Canton
Lease”) for the property located at 4500 Munson Street, Canton, Ohio 

  

	11.	Assignment and Assumption Agreement dated February 28, 2014 by and between GECC, as assignor, and RFIH, as assignee, covering that certain Lease dated October 12, 2004 (as amended, the “Costa Mesa
Lease”) for the property located at 2995 Redhill Avenue, Suite 100, Costa Mesa, California 

  

	12.	Assignment and Assumption Agreement dated February 28, 2014 by and between GECC, as assignor, and RFIH, as assignee, covering that certain Lease dated July 8, 2002 (as amended, the “Frisco Lease”)
for the property located at 2611 Internet Boulevard, Frisco, Texas 


  
 28 









	13.	Assignment and Assumption Agreement dated February 28, 2014 by and between GECC, as assignor, and RFIH, as assignee, covering that certain Lease dated December 31, 2004 (as amended, the “Kettering
Lease”) for the property located at 950 Forrer Boulevard, Buildings 3 and 4, Kettering, Ohio 

  

	14.	Assignment and Assumption Agreement dated February 28, 2014 by and between GECC, as assignor, and RFIH, as assignee, covering that certain Lease dated December 16, 2005 (as amended, the “Little Rock
Lease”) for the property located at 1600 Cantrell Road, Little Rock, Arkansas 

  

	15.	Assignment and Assumption Agreement dated February 28, 2014 by and between GECC, as assignor, and RFIH, as assignee, covering that certain Lease dated May 31, 1982 (as amended, the “Longwood Lease”)
for the property located at 140 Wekiva Springs Road, Longwood, Florida 

  

	16.	Assignment and Assumption Agreement dated February 28, 2014 by and between GECC, as assignor, and RFIH, as assignee, covering that certain Lease dated November 14, 2011 (as amended, the “Phoenix
Lease”) for the property located at 3150 South 48th Street, Phoenix, Arizona 

  

	17.	Assignment and Assumption Agreement dated February 28, 2014 by and between GECC, as assignor, and RFIH, as assignee, covering that certain Lease dated January 1, 2011 (as amended, the “Rapid City
Lease”) for the property located at 900 Concourse Road, Rapid City, South Dakota 

  

	18.	Assignment and Assumption Agreement dated February 28, 2014 by and between GECC, as assignor, and RFIH, as assignee, covering that certain Lease dated June 22, 2005 (as amended, the “San Francisco
Lease”) for the property located at 221 Main Street, San Francisco, California 

  

	19.	Assignment and Assumption Agreement dated March 6, 2014 by and between GECC, as assignor, and RFIH, as assignee, covering that certain Lease dated May 23, 2013 (as amended, the “San Jose Lease”) for
the property located at 1740 Technology Drive, San Jose, California 

  

	20.	Assignment and Assumption Agreement dated February 28, 2014 by and between GECC, as assignor, and RFIH, Inc., as assignee, covering that certain Lease dated May 12, 2004 (as amended, the “Saint Paul
Lease”) for the property located at 332 Minnesota Street, Saint Paul, Minnesota 

  

	21.	Assignment and Assumption Agreement dated March 6, 2014 by and between GECC, as assignor, and RFIH, as assignee, covering that certain Lease dated November 21, 2004 (as amended, the “Charlotte
Lease”) for the property located at 2801 West Tyvola Road, Charlotte, North Carolina 

  

	22.	Assignment and Assumption Agreement dated February 28, 2014 by and between GECC, as assignor, and RFIH, as assignee, covering that certain Lease dated August 18, 2010 (as amended, the “Walnut Creek
Lease”) for the property located at 1990 North California Boulevard, Walnut Creek, California 

  

	23.	Lease dated as of June 3, 2009, as amended by First Amendment to Lease dated as of January 7, 2010, Second Amendment to Lease dated as of December 14, 2010, Third Amendment to Lease dated as of
December 9, 2011, and by Fourth Amendment to Lease dated as of February 12, 2014 by and between Arden Realty Limited Partnership, as landlord, and GE Capital Retail Bank, as tenant, for the Premises located at 170 West Election Road,
Draper, Utah 


  
 29 









	24.	Lease dated as of November 14, 2011, as amended by First Amendment to Lease dated as of March 15, 2012 and by the Second Amendment to Lease dated as of March 28, 2014 by and between Arden Realty Limited
Partnership, as landlord, and RFIH as successor in interest by assignment from GECC, as tenant, for the Premises located at 3150 S. 48th Street, Phoenix, Arizona 

  


	25.	Servicing Equipment Use Agreement dated April 16, 2012 by and between GE Capital Retail Bank and General Electric Capital Corporation of Puerto Rico 


 

	26.	Assumption Agreement between GECC and the Company, dated June 20, 2014 related to the assumption of certain debt obligations owed by GECC 


 

	27.	Intercreditor Agreement, dated September 21, 2006, by and between General Electric Capital Corporation and GE Money Bank, as amended 


 

	28.	Retailer Program Agreement, dated April 30, 2007, by and between GE Money Bank and General Electric Company, as amended 

  

	29.	Consumer Credit Promotion Agreement, dated April 30, 2007, by and between GE Money Bank and General Electric Company, as amended 


 

	30.	Affiliate Agreement dated as of May 31, 2014 by and between GECC and RFIH relating to the use by RFIH of leasehold improvements located 777 Long Ridge Road, Stamford, CT, 06927 


 

	31.	Kettering Rent Accrual Disposition Agreement dated as of June 29, 2014 by and between GECC and RFIH 


  
 30 








 Schedule 2.4(b)(iii) 

Guarantees 
  

	1.	Guarantee dated as of June 23, 2012 by GECC in favor of Mizuho Corporate Bank, Ltd. 

  

	2.	Guarantee dated as of February 26, 2012 by GECC in favor of Sumitomo Mitsui Banking Corporation. 

  

	3.	Guaranty dated as of February 7, 2005 by GECC in favor of J. C. Penney Corporation, Inc. 

  

	4.	Guaranty dated as of June 5, 2003 by GECC in favor of First Data Resources, LLC. 

  

	5.	Parent Guaranty effective November 1, 2012 made by GECC to and for the benefit of Amazon Services LLC 

  

	6.	General Electric Capital Corporation Reimbursement Agreement in support of Letters of Credit issued for the benefit of Amazon Services LLC. 


 

	7.	Capital Assurance and Liquidity Maintenance Agreement entered into by and among GE Capital Retail Bank, GECC, and each Immediate Parent Company (as “Immediate Parent Company” is defined in the Operating
Agreement entered into on or about January 11, 2013, by and between GE Capital Retail Bank and the Office of the Comptroller of the Currency) 

  

	8.	Remaining liability of GECC to Landlords pursuant to the terms of leases assigned to Retail Finance International Holdings Inc. and listed on Exhibit A hereto 


 

	9.	Servicing Agreement dated as of June 27, 2003 by between GE Capital Credit Card Master Note Trust and GECC, as amended by the First Amendment to Servicing Agreement dated as of May 22, 2006, the Second
Amendment to Servicing Agreement dated as of June 28, 2007, and the Third Amendment to Servicing Agreement dated as of May 22, 2008 


  
 31 








 Exhibit A to Schedule 2.4(b)(iii) 

 

									
	 	  	 Site
	  	 GE Legal Entity
	  	 Landlord Legal Entity
	  	 Lease Documentation

	1.	  	 Alpharetta,
 GA
	  	GECC	  	GH Windward Plaza, Inc.	  	Lease Agreement dated May 20, 2003, as amended by First Amendment to Lease Agreement dated March 1, 2005, Second Amendment to Lease Agreement dated July 19, 2011 and by Agreement dated May 19, 2003
					
	2.	  	Frisco, TX	  	GECC	  	Hall G2, LLC	  	Master Leasing Agreement dated July 15, 2002; Lease dated as of July 8, 2002, as amended by Amendment to Lease and to Master Leasing Agreement dated October 9, 2009, Second Amendment to Lease dated November 5, 2009, Third Amendment
to Lease dated April 7, 2010, Fourth Amendment to Lease dated July 26, 2010, Fifth Amendment to Lease dated November 18, 2010, Sixth Amendment to Lease dated February 28, 2012 and by Seventh Amendment to Lease dated May 3, 2014
					
	3.	  	 San
 Francisco,

CA
	  	GECC	  	221 Main Property Owner, LLC	  	Commercial Office Lease dated June 22, 2005, as amended by Amendment No. 1 to the Lease dated October 12, 2007 and by Second Amendment to Commercial Office Lease dated March 25, 2013
					
	4.	  	 Kettering,
 OH
	  	GECC	  	F1 Kettering LLC	  	Lease Agreement dated Dec. 31, 2004, as amended by Amendment No.1 to Lease Agreement dated Jan. 2005, Amendment No. 2 to Lease Agreement dated April 1, 2005, Amendment No. 3 to Lease Agreement dated Oct. 1, 2005, Amendment No. 4 to
Lease Agreement dated Oct. 20, 2008, Amendment No. 5 to Lease Agreement dated Dec. 9, 2011 and Kettering Roof Agreement dated June 13, 2011
					
	5.	  	Canton, OH	  	GECC	  	GE Munson Ltd.	  	Lease dated December 3, 1999 as amended by First Amendment to Lease dated August 30, 2010
					
	6.	  	 Rapid City,
 SD
	  	GECC	  	IRET Properties	  	Lease Agreement dated January 1, 2011
					
	7.	  	Charlotte, NC	  	GECC	  	Belk, Inc.	  	Lease Agreement dated November 21, 2005 as amended by First Amendment to Lease dated June 5, 2006 and by Second Amendment to Lease dated February 26, 2011
					
	8.	  	Atlanta, GA	  	GECC	  	ProLogis TLF (International Airport Industrial Center), LLC solely with respect to ProLogis TLF (International Airport Industrial Center), LLC Series E	  	Lease dated March 8, 1996 as amended by First Amendment to Lease dated March 31, 2004 and by Second Amendment to Lease dated January 29, 2010


  
 32 









									
					
	9.	  	 Longwood,
 FL
	  	GECC	  	Longwood Capital, LLLP	  	Indenture of Lease dated May 31, 1982, Agreement Regarding Lease dated April 1, 1983, Agreement Regarding Lease dated Dec. 15, 1986, First Amendment to Office Lease dated Mar. 31, 1995, Assignment and Assumption of Lease
dated Dec. 6, 1999, Second Amendment to Lease dated June 27, 2005, Third Amendment to Lease dated March 31, 2008, and by Fourth Amendment to Lease dated July 1, 2010
					
	10.	  	 Walnut
 Creek, CA
	  	GECC	  	Legacy III Walnut Creek I, LLC	  	Office Lease dated Aug. 18, 2010 as amended by Commencement Date Agreement dated Oct. 1, 2010
					
	11.	  	San Jose, CA	  	GECC	  	CA-1740 Technology Drive Limited Partnership	  	Lease dated May 23, 2013
					
	12.	  	 Little Rock,
 AK
	  	GECC	  	DSS HQ Properties	  	Lease dated Dec. 16, 2005 as amended by First Amendment to Lease dated Dec. 31, 2011


  
 33 








 Schedule 2.4(b)(iv) 

Continuing Agreements 
  

	1.	None. 


  
 34 








 Schedule 5.1 

Annual Corporate Reporting Data 

  
 35 








 LCD - Supplemental data collection 

 

																											
	 	  	 	  	 	  	 	  	 	 	 	 	 	 	  	Q-Close
(LCD)	 	  	Capital B/S
Review
(Wave 1)	 	  	Capital B/S
Review
(Wave 2)	 
		  		  		  		  		 		 				  	 	Dec-31	  	  	 	Jan-10	  	  	 	Jan-20	  
										
	 Area
	  	Freq	  	Submission
Mode	  	Submitter	  	Hyperion /Excel Template Name	 	Description	 	4Q13 Actual
Due Date1	 	  	LCD +	 	  	Capital
B/S
Review
(Wave 1)	 	  	Capital B/
S Review
(Wave 2)	 
	 Financing Receivables:
	  	Annual	  	GE Folders	  	All	  	Time Sales & Loans Contractual
Maturities - Comments	 	Financing Receivables
Contractual Maturities	 	 	Jan-10-2014	  	  	 	10	  	  	 	0	  	  	 	-10	  
										
	 Financing Receivables:
	  	Annual	  	GE Folders	  	All	  	Finance Leases Contractual
 Maturities - Comments
	 	Financing Receivables
Contractual Maturities	 	 	Jan-10-2014	  	  	 	10	  	  	 	0	  	  	 	-10	  
										
	 Financing Receivables:
	  	Annual	  	Hyperion	  	All	  	FINREC07 -
 Total Financing LeaseDetails
	 	Total Financing Leases
Details - YTD	 	 	Jan-11-2014	  	  	 	11	  	  	 	1	  	  	 	-9	  
										
	 Financing Receivables:
	  	Annual	  	GE Folders	  	All	  	FINREC07 -
Total Financing Leases Details -
Comments	 	Total Financing Leases
Details - YTD	 	 	Jan-11-2014	  	  	 	11	  	  	 	1	  	  	 	-9	  
										
	 PP&E and ELTO:
	  	Annual	  	Hyperion	  	All	  	ELTO-03 - ELTO Estimated
Useful Lives	 	ELTO Estimated Useful Life
- Hyp	 	 	Jan-07-2014	  	  	 	7	  	  	 	-3	  	  	 	-13	  
										
	 PP&E and ELTO:
	  	Annual	  	Hyperion	  	All	  	ELTO-06 - Assets Leased to GE	 	Assets Leased to GE -
Hyperion	 	 	Jan-07-2014	  	  	 	7	  	  	 	-3	  	  	 	-13	  
										
	 PP&E and ELTO:
	  	Annual	  	Hyperion	  	All	  	ELTO-05 -PP&E Impairments(P&L)	 	PP&E & Impairments -
Hyperion	 	 	Jan-07-2014	  	  	 	7	  	  	 	-3	  	  	 	-13	  
										
	 PP&E and ELTO:
	  	Annual	  	Hyperion	  	All	  	PP&E-01 - Building and
Equipment	 	Building and Equipment -
Hyperion	 	 	Jan-07-2014	  	  	 	7	  	  	 	-3	  	  	 	-13	  
										
	 PP&E and ELTO:
	  	Annual	  	Hyperion	  	All	  	ELTO-04 -ELTO –Future Rental

Income
	 	Future Rental Income -
Hyperion	 	 	Jan-07-2014	  	  	 	7	  	  	 	-3	  	  	 	-13	  
										
	 PP&E and ELTO:
	  	Annual	  	GE Folders	  	All	  	PP&E & ELTO Supplemental
Data	 	PP&E & ELTO
Supplemental Commentary -
Asset Breakup	 	 	Jan-07-2014	  	  	 	7	  	  	 	-3	  	  	 	-13	  
										
	 PP&E and ELTO:
	  	Annual	  	GE Folders	  	All	  	PP&E & ELTO Supplemental
Data	 	PP&E & ELTO
Supplemental Commentary -
Useful Life	 	 	Jan-07-2014	  	  	 	7	  	  	 	-3	  	  	 	-13	  
										
	 PP&E and ELTO:
	  	Annual	  	GE Folders	  	All	  	PP&E & ELTO Supplemental
Data	 	ELTO Supplemental
Commentary - Future Rental
Income	 	 	Jan-07-2014	  	  	 	7	  	  	 	-3	  	  	 	-13	  
										
	 Other Assets:
	  	Annual	  	Hyperion	  	All	  	OTA08 - Breakup of Real Estate
Investments	 	Real Estate Investments
Break Up	 	 	Jan-05-2014	  	  	 	5	  	  	 	-5	  	  	 	-15	  
										
	 Other Assets:
	  	Annual	  	Hyperion	  	All	  	OTA09 - Assets Held for Resale
and Valuation Allowance	 	Assets held for sale (MARS
117) and Valuation
allowance	 	 	Jan-05-2014	  	  	 	5	  	  	 	-5	  	  	 	-15	  
										
	 Intangibles / Goodwill:
	  	Annual	  	GE Folders	  	All	  	Goodwill & Intangible - Other
details	 	Goodwill & Intangible -
Other details	 	 	Jan-05-2014	  	  	 	5	  	  	 	-5	  	  	 	-15	  
										
	 Intangibles / Goodwill:
	  	Annual	  	Hyperion	  	All	  	GWINTG03 - Future
Amortization Consolidation	 	Future Amortization
Consolidation	 	 	Jan-05-2014	  	  	 	5	  	  	 	-5	  	  	 	-15	  
										
	 Insurance:
	  	Annual	  	GE Folders	  	All	  	Insurance Receivable_comments	 	Insurance Receivable	 	 	Jan-08-2014	  	  	 	8	  	  	 	-2	  	  	 	-12	  

  

	1 	For illustrative purposes only. 


  
 36 









																											
										
	 Government Reporting:
	  	Annual	  	GE Folders	  	All	  	SHCA	 	Report of US Ownership of
Foreign Securities	 	 	Jan-27-2014	  	  	 	27	  	  	 	17	  	  	 	7	  
										
	 Government Reporting:
	  	Annual	  	GE Folders	  	All	  	HSR	 	Hart-Scott-Rodino Filing	 	 	Feb-20-2014	  	  	 	51	  	  	 	41	  	  	 	31	  
										
	 Government Reporting:
	  	Annual	  	Govt Reporting
site	  	All	  	BE-11	 	Survey of US Direct
Investment Abroad	 	 	Mar-22-2014	  	  	 	81	  	  	 	71	  	  	 	61	  
										
	 Other Liabilities/ Accounts Payable
	  	Annual	  	Hyperion	  	All	  	OTL03 -
DR67 Other long Term
Liabilities	 	DR67 - Other Long Term
Liabilities	 	 	Jan-11-2014	  	  	 	11	  	  	 	1	  	  	 	-9	  
										
	 Other Liabilities/ Accounts Payable
	  	Annual	  	Hyperion	  	All	  	OTL02 - DR67
Purchase Obligations -
Off Balance Sheet	 	DR67OBS - Purchase
Obligations Off-Balance
Sheet	 	 	Jan-11-2014	  	  	 	11	  	  	 	1	  	  	 	-9	  
										
	 Other Liabilities/ Accounts Payable
	  	Annual	  	Hyperion	  	All	  	OTL01 - Other
Liabilities Variance
Analysis	 	Other Liabilities - Non
Current Comp & benefits	 	 	Jan-11-2014	  	  	 	11	  	  	 	1	  	  	 	-9	  
										
	 Other Liabilities/ Accounts Payable
	  	Annual	  	GE Folders	  	All	  	Insurance liabilities
Ageing template (DR
67)	 	Insurance liabilities -Ageing	 	 	Jan-11-2014	  	  	 	11	  	  	 	1	  	  	 	-9	  
										
	 Non-Cancellable Leases
	  	Annual	  	Hyperion	  	All	  	MISC01 - Non-
Cancelable Lease
Commitments	 	Noncancellable Lease
Commitments	 	 	Jan-08-2014	  	  	 	8	  	  	 	-2	  	  	 	-12	  
										
	 Geographic Summary:
	  	Annual	  	GE Folders	  	All	  	Geographic Summary
- Total Assets	 	Geographic Summary -
Total Assets	 	 	Jan-09-2014	  	  	 	9	  	  	 	-1	  	  	 	-11	  
										
	 Geographic Summary:
	  	Annual	  	GE Folders	  	All	  	Geographic Summary
- Long Lived Assets	 	Geographic Summary -
Long Lived Assets	 	 	Jan-09-2014	  	  	 	9	  	  	 	-1	  	  	 	-11	  
										
	 NCI:
	  	Annual	  	Hyperion	  	All	  	NCI01 - Investment
Breakup	 	NCI Split	 	 	Jan-06-2014	  	  	 	6	  	  	 	-4	  	  	 	-14	  
										
	 NCI:
	  	Annual	  	GE Folders	  	All	  	NCI01 - Investment
Breakup -Comments	 	NCI Split	 	 	Jan-06-2014	  	  	 	6	  	  	 	-4	  	  	 	-14	  
										
	 Other Schedules:
	  	Annual	  	GE Folders	  	All	  	Detail of Other Items
(DR42A)	 	Detail of Other Items
(DR42A)	 	 	Jan-09-2014	  	  	 	9	  	  	 	-1	  	  	 	-11	  
										
	 Other Schedules:
	  	Annual	  	GE Folders	  	All	  	Environmental (DR25)	 	Environmental (DR25)	 	 	Jan-08-2014	  	  	 	8	  	  	 	-2	  	  	 	-12	  


  
 37 








 FINANCIAL REPORTING ADJUSTMENTS 

The Parties agree that the preparation and provision of Corporate Reporting Data included on Schedule 5.1 and Schedule 5.2 shall include
applicable adjustments that comply with the following provisions (the “Agreed Adjustments”): 
  

	 	1.	The Agreed Adjustments shall be prepared and provided in such form as is reasonably agreed to by the Company and GE. 

  

	 	2.	The parties shall in good faith consult with each other with respect to any modifications necessary to the Agreed Adjustments and reasonably agree to any such modifications (including the implementation of such
modifications) in writing as soon as practicable to allow reasonable time for the Company to reflect such modifications in the Agreed Adjustments. 

  

	 	3.	The Agreed Adjustments shall include any and all adjustments to Corporate Reporting Data that are necessary for GE to report its consolidated financial condition and results of operations, which shall include any
adjustments that the Company and GE agree, acting reasonably, are necessary to reflect any changes to GAAP that (i) may be made by authoritative accounting bodies following the date of this Agreement and (ii) relates to how the GE Group
accounts for its investment in the Company under the Applicable Accounting Method. 

  

	 	4.	The Agreed Adjustments shall include any adjustments to Corporate Reporting Data required for GE to report its consolidated financial condition and results of operations in accordance with GAAP. 


 

	 	5.	In the event the Company undergoes a change of control, the Company shall be required, following any such change of control, to provide any additional information to GE as may be reasonably required in order to allow GE
to report the consolidated accounts of the Company in the accounts of the GE Group under the Applicable Accounting Method. Such information shall be provided to GE for as long as any members of the GE Group is required during any fiscal year, in
accordance with GAAP, to account for its investment in the Company on a consolidated basis or under the equity method of accounting (including any adjustments or the carryover basis of the assets of the Company in the event of a change of control
and accounts for its investment under equity method). 


  
 38 








 Schedule 5.2 

Quarterly Corporate Reporting Data 

  
 39 








 LCD - Supplemental data collection 

 

																											
	 	  	 	  	 	  	 	  	 	 	 	  	 	 	  	Q-Close
(LCD)	 	  	Capital B/S
Review
(Wave 1)	 	  	Capital B/S
Review
(Wave 2)	 
		  		  		  		  		 		  				  	 	Dec-31	  	  	 	Jan-10	  	  	 	Jan-20	  
										
	 Area
	  	Freq	  	Submission
Mode	  	Submitter	  	Hyperion /Excel Template Name	 	Description	  	4Q13 Actual
Due Date2	 	  	LCD +	 	  	Capital
B/S
Review
(Wave 1)	 	  	Capital B/
S Review
(Wave 2)	 
	 Income Statement:
	  	Qtrly	  	GE Folders	  	All	  	Revenue From Services	 	RFS- Commentary	  	 	Jan-05-2014	  	  	 	5	  	  	 	-5	  	  	 	-15	  
										
	 Income Statement:
	  	Qtrly	  	GE Folders	  	All	  	Revenue From Services	 	Other items breakup &
commentary	  	 	Jan-05-2014	  	  	 	5	  	  	 	-5	  	  	 	-15	  
										
	 Income Statement:
	  	Qtrly	  	GE Folders	  	All	  	Revenue From Services	 	EMI Details	  	 	Jan-05-2014	  	  	 	5	  	  	 	-5	  	  	 	-15	  
										
	 Income Statement:
	  	Qtrly	  	GE Folders	  	Real Estate	  	Revenue From Services - CRE	 	RFS- Commentary	  	 	Jan-05-2014	  	  	 	5	  	  	 	-5	  	  	 	-15	  
										
	 Income Statement:
	  	Qtrly	  	GE Folders	  	Real Estate	  	Revenue From Services - CRE	 	Other items breakup &
commentary	  	 	Jan-05-2014	  	  	 	5	  	  	 	-5	  	  	 	-15	  
										
	 Income Statement:
	  	Qtrly	  	GE Folders	  	Real Estate	  	Revenue From Services - CRE	 	EMI Details	  	 	Jan-05-2014	  	  	 	5	  	  	 	-5	  	  	 	-15	  
										
	 Balance Sheet:
	  	Qtrly	  	Hyperion	  	All	  	BSA01 - Balance Sheet - Variance
Categorization Analysis Schedule	 	Balance Sheet Package	  	 	Jan-07-2014	  	  	 	7	  	  	 	-3	  	  	 	-13	  
										
	 Balance Sheet:
	  	Qtrly	  	GE Folders	  	All	  	Segment_Balance_Sheet_Pack	 	Balance Sheet Package	  	 	Jan-07-2014	  	  	 	7	  	  	 	-3	  	  	 	-13	  
										
	 Balance Sheet:
	  	Qtrly	  	GE Folders	  	All	  	- Executive Summary	 	Balance Sheet Package	  	 	Jan-07-2014	  	  	 	7	  	  	 	-3	  	  	 	-13	  
										
	 Balance Sheet:
	  	Qtrly	  	GE Folders	  	All	  	- Balance Sheet Commentary	 	Balance Sheet Package	  	 	Jan-07-2014	  	  	 	7	  	  	 	-3	  	  	 	-13	  
										
	 Balance Sheet:
	  	Qtrly	  	GE Folders	  	All	  	- Portfolio Overview	 	Balance Sheet Package	  	 	Jan-07-2014	  	  	 	7	  	  	 	-3	  	  	 	-13	  
										
	 Balance Sheet:
	  	Qtrly	  	GE Folders	  	All	  	- Portfolio Walk	 	Balance Sheet Package	  	 	Jan-07-2014	  	  	 	7	  	  	 	-3	  	  	 	-13	  
										
	 Balance Sheet:
	  	Qtrly	  	GE Folders	  	All	  	- Reserve Walk	 	Balance Sheet Package	  	 	Jan-07-2014	  	  	 	7	  	  	 	-3	  	  	 	-13	  
										
	 Balance Sheet:
	  	Qtrly	  	GE Folders	  	All	  	-Asset Quality Ratios (FR MD&A)	 	Balance Sheet Package	  	 	Jan-07-2014	  	  	 	7	  	  	 	-3	  	  	 	-13	  
										
	 Balance Sheet:
	  	Qtrly	  	GE Folders	  	All	  	- Investment Securities	 	Balance Sheet Package	  	 	Jan-07-2014	  	  	 	7	  	  	 	-3	  	  	 	-13	  
										
	 Financing Receivables:
	  	Qtrly	  	Hyperion	  	All	  	FINREC01 - FR Rollforward	 	Loan & Finance Lease
Rollforwards - QTD	  	 	Jan-05-2014	  	  	 	5	  	  	 	-5	  	  	 	-15	  
	 Financing Receivables:
	  	Qtrly	  	GE Folders	  	All	  	Financing Receivables Commentary
Template	 	YTD movement/
variance comments	  	 	Jan-05-2014	  	  	 	5	  	  	 	-5	  	  	 	-15	  
										
	 Financing Receivables:
	  	Qtrly	  	Hyperion	  	Consumer	  	FINREC02 - FR Consumer Listing	 	Current quarter
platform level Break
up	  	 	Jan-05-2014	  	  	 	5	  	  	 	-5	  	  	 	-15	  
										
	 Financing Receivables:
	  	Qtrly	  	Hyperion	  	All	  	FINREC03 - SOP 03-3 Rollforward	 	SOP 03-3 Rollforward
- QTD	  	 	Jan-06-2014	  	  	 	6	  	  	 	-4	  	  	 	-14	  
										
	 Financing Receivables:
	  	Qtrly	  	Hyperion	  	All	  	FINREC04 - SOP 03-3 Supplemental
Information	 	SOP 03-3
Supplemental
Information - QTD	  	 	Jan-06-2014	  	  	 	6	  	  	 	-4	  	  	 	-14	  
										
	 Financing Receivables:
	  	Qtrly	  	GE Folders	  	All	  	SOP 03-3 Additional Details &
Comments	 	SOP 03-3 Additional
QTD Details & YTD
Comments	  	 	Jan-06-2014	  	  	 	6	  	  	 	-4	  	  	 	-14	  
										
	 Financing Receivables:
	  	Qtrly	  	Hyperion	  	All	  	FINREC06 - Gross Time, Sales and
Loans Contractual Maturities	 	Financing Receivables
Contractual Maturities	  	 	Jan-10-2014	  	  	 	10	  	  	 	0	  	  	 	-10	  
										
	 Financing Receivables:
	  	Qtrly	  	Hyperion	  	All	  	FINREC05 - Direct Fin & Leveraged
Leases Contractual Maturities	 	Financing Receivables
Contractual Maturities	  	 	Jan-10-2014	  	  	 	10	  	  	 	0	  	  	 	-10	  
										
	 Financing Receivables:
	  	Qtrly	  	GE Folders	  	All	  	GE_Capital_Volume_Reconciliation_(Business_Name)	 	Financing Receivables
Volume
Reconciliation	  	 	Jan-18-2014	  	  	 	18	  	  	 	8	  	  	 	-2	  
										
	 Allowance for Losses:
	  	Qtrly	  	Hyperion	  	All	  	ALLL01 - ALLL Rollforward	 	AFL Rollforward -
QTD	  	 	Jan-05-2014	  	  	 	5	  	  	 	-5	  	  	 	-15	  

  

	2 	For illustrative purposes only. 


  
 40 









																											
	 Allowance for Losses:
	  	Qtrly	  	GE Folders	 	All	  	ALLL Comments	  	YTD movement/variance
comments	 	 	Jan-05-2014	  	  	 	5	  	  	 	-5	  	  	 	-15	  
										
	 Allowance for Losses:
	  	Qtrly	  	GE Folders	 	Consumer	  	ALLL Comments	  	Listing backup for items
>$5MM - QTD	 	 	Jan-05-2014	  	  	 	5	  	  	 	-5	  	  	 	-15	  
										
	 Allowance for Losses:
	  	Qtrly	  	Hyperion	 	Consumer	  	ALLL02 - ALLL
Consumer Listing	  	Current quarter platform level
Break up	 	 	Jan-05-2014	  	  	 	5	  	  	 	-5	  	  	 	-15	  
										
	 Allowance for Losses:
	  	Qtrly	  	GE Folders	 	All	  	Adj to Gen_Reserve
for Env factors	  	Adjustment to general reserve
for environmental factors -
QTD	 	 	Jan-07-2014	  	  	 	7	  	  	 	-3	  	  	 	-13	  
										
	 Non-Earnings/Impaired:
	  	Qtrly	  	Hyperion	 	All	  	NEI05 - NEI - Non
Earner	  	Non Earnings Rollforward -
QTD	 	 	Jan-05-2014	  	  	 	5	  	  	 	-5	  	  	 	-15	  
										
	 Non-Earnings/Impaired:
	  	Qtrly	  	Hyperion	 	All	  	NEI04 - NEI - Non
Accrual	  	Non Accrual Rollforward -
QTD	 	 	Jan-05-2014	  	  	 	5	  	  	 	-5	  	  	 	-15	  
										
	 Non-Earnings/Impaired:
	  	Qtrly	  	Hyperion	 	All	  	NEI02 - NEI -
Impaired Loans	  	Impaired Loans Rollforward -
QTD	 	 	Jan-05-2014	  	  	 	5	  	  	 	-5	  	  	 	-15	  
										
	 Non-Earnings/Impaired:
	  	Qtrly	  	Hyperion	 	All	  	NEI07 - NEI -
Portfolio Walk	  	Non Earners-Non Accruals -
Impaired Loan walk	 	 	Jan-05-2014	  	  	 	5	  	  	 	-5	  	  	 	-15	  
										
	 Non-Earnings/Impaired:
	  	Qtrly	  	Hyperion	 	All	  	NEI06 - NEI -
Other Details	  	Impaired Loans - Other Details
and Income Recognised - QTD	 	 	Jan-05-2014	  	  	 	5	  	  	 	-5	  	  	 	-15	  
										
	 Non-Earnings/Impaired:
	  	Qtrly	  	Hyperion
(FP&A)	 	All	  	Quarter closer
delinquency
reporting	  	Delinquency and Aging	 	 	Jan-05-2014	  	  	 	5	  	  	 	-5	  	  	 	-15	  
										
	 Non-Earnings/Impaired:
	  	Qtrly	  	Hyperion
(FP&A)	 	Consumer	  	Consumer - Quarter
closer delinquency
reporting Non-
earning	  	Consumer NE & NA	 	 	Jan-05-2014	  	  	 	5	  	  	 	-5	  	  	 	-15	  
										
	 Non-Earnings/Impaired:
	  	Qtrly	  	GE Folders	 	All	  	NEI - Excel Pack	  	Listings greater than $20MM
and variance comments -QTD	 	 	Jan-05-2014	  	  	 	5	  	  	 	-5	  	  	 	-15	  
										
	 Non-Earnings/Impaired:
	  	Qtrly	  	Hyperion	 	All	  	NEI03 - NEI -
Impaired
Measurement
Method	  	Impairment Measurement
Method	 	 	Jan-05-2014	  	  	 	5	  	  	 	-5	  	  	 	-15	  
										
	 Non-Earnings/Impaired:
	  	Qtrly	  	GE Folders	 	All	  	NEI - Excel Pack	  	Additional Non-Accrual &
Non-Earner Details	 	 	Jan-05-2014	  	  	 	5	  	  	 	-5	  	  	 	-15	  
										
	 Non-Earnings/Impaired:
	  	Qtrly	  	Hyperion
(FP&A)	 	All	  	Delinquency -
Quarterly Aging
Analysis -
Commercial /
Delinquency -
Quarter Close
Reporting -
Consumer	  	90 DPD and accruing
receivables	 	 	Jan-05-2014	  	  	 	5	  	  	 	-5	  	  	 	-15	  
										
	 Non-Earnings/Impaired:
	  	Qtrly	  	GE Folders	 	All	  	NEI - Excel Pack	  	Unpaid Principal balance walk	 	 	Jan-05-2014	  	  	 	5	  	  	 	-5	  	  	 	-15	  
	 Non-Earnings/Impaired:
	  	Qtrly	  	Hyperion	 	Consumer	  	NEI01 - NEI -
Impaired Consumer
Listings	  	Impaired Loans Closing
Balance Details (Platform
break-up) - Consumer	 	 	Jan-05-2014	  	  	 	5	  	  	 	-5	  	  	 	-15	  
										
	 TDR and Modifications
	  	Qtrly	  	Hyperion	 	All	  	TDR01 - NEI -
TDR	  	TDR Rollforward -QTD	 	 	Jan-05-2014	  	  	 	5	  	  	 	-5	  	  	 	-15	  
										
	 TDR and Modifications
	  	Qtrly	  	GE Folders	 	All	  	Modification
Activity Template	  	Mods - Lease and Loan
Modification excel details	 	 	Jan-10-2014	  	  	 	10	  	  	 	0	  	  	 	-10	  
										
	 TDR and Modifications
	  	Qtrly	  	Hyperion	 	All	  	TDR03 - NEI -
Modification
additional details	  	Mods - Loan Modification
Activity	 	 	Jan-10-2014	  	  	 	10	  	  	 	0	  	  	 	-10	  
										
	 TDR and Modifications
	  	Qtrly	  	Hyperion	 	All	  	TDR02 - NEI -
TDR Allowances
Rollforward	  	Mods - TDR AFL Rollforward
- QTD	 	 	Jan-10-2014	  	  	 	10	  	  	 	0	  	  	 	-10	  
										
	 TDR and Modifications
	  	Qtrly	  	Hyperion	 	All	  	TDR04 - NEI - Non
TDR RF	  	Mods - Non TDR
Modifications Rollforward -
QTD	 	 	Jan-10-2014	  	  	 	10	  	  	 	0	  	  	 	-10	  


  
 41 









																											
	 TDR and Modifications
	  	Qtrly	  	Hyperion	  	All	  	TDR05 -NEI -TDR Leases	 	Mods - TDR
Leases
Rollforward
- QTD	 	 	Jan-10-2014	  	  	 	10	  	  	 	0	  	  	 	-10	  
										
	 PP&E and ELTO:
	  	Qtrly	  	Hyperion	  	All	  	ELTO-02 - ELTO YTD
RollForward	 	ELTO YTD
Rollforward
- Hyperion	 	 	Jan-05-2014	  	  	 	5	  	  	 	-5	  	  	 	-15	  
										
	 PP&E and ELTO:
	  	Qtrly	  	GE
Folders	  	All	  	ELTO Rollforward Information -
Commentary	 	ELTO RF
Commentary
- excel tab	 	 	Jan-05-2014	  	  	 	5	  	  	 	-5	  	  	 	-15	  
										
	 PP&E and ELTO:
	  	Qtrly	  	GE
Folders	  	All	  	ELTO Rollforward Information -
Commentary	 	ELTO RF
Backup -
excel tab	 	 	Jan-05-2014	  	  	 	5	  	  	 	-5	  	  	 	-15	  
										
	 PP&E and ELTO:
	  	Qtrly	  	GE
Folders	  	All	  	ELTO Rollforward Information -
Commentary	 	Aircraft
Details -
excel tab	 	 	Jan-05-2014	  	  	 	5	  	  	 	-5	  	  	 	-15	  
										
	 PP&E and ELTO:
	  	Qtrly	  	Hyperion	  	All	  	ELTO-01 - Breakup ELTO First
Cost	 	Breakup
ELTO First
Cost &
Accumulated
Amortization	 	 	Jan-05-2014	  	  	 	5	  	  	 	-5	  	  	 	-15	  
										
	 Other Assets:
	  	Qtrly	  	Hyperion	  	All	  	OTA04 - Investments in
Associated Companies Rollforward	 	Assoc
Companies
Rollforward	 	 	Jan-05-2014	  	  	 	5	  	  	 	-5	  	  	 	-15	  
										
	 Other Assets:
	  	Qtrly	  	GE
Folders	  	All	  	Assoc Companies Listing and
Comments	 	Assoc
Companies
Listing and
Comments	 	 	Jan-05-2014	  	  	 	5	  	  	 	-5	  	  	 	-15	  
										
	 Other Assets:
	  	Qtrly	  	Hyperion	  	All	  	OTA01 - Assets Held for Resale
Rollforward	 	Assets Held
for Resale
Rollforward	 	 	Jan-05-2014	  	  	 	5	  	  	 	-5	  	  	 	-15	  
										
	 Other Assets:
	  	Qtrly	  	Hyperion	  	All	  	OTA03 - Foreclosed Real Estate
properties rollforward	 	Foreclosed
RE
properties
roll-forward	 	 	Jan-05-2014	  	  	 	5	  	  	 	-5	  	  	 	-15	  
										
	 Other Assets:
	  	Qtrly	  	Hyperion	  	All	  	OTA05 - Other Investment
Rollforward	 	Other
Investments
Rollforward	 	 	Jan-05-2014	  	  	 	5	  	  	 	-5	  	  	 	-15	  
										
	 Other Assets:
	  	Qtrly	  	Hyperion	  	All	  	OTA06 - Real Estate Rollforward	 	Real Estate
Investments
Rollforward	 	 	Jan-05-2014	  	  	 	5	  	  	 	-5	  	  	 	-15	  
										
	 Other Assets:
	  	Qtrly	  	GE
Folders	  	All	  	Mortgage HFS RE (Loans)	 	Mortgage
Held for Sale
(Real Estate
Loans)	 	 	Jan-05-2014	  	  	 	5	  	  	 	-5	  	  	 	-15	  
										
	 Other Assets:
	  	Qtrly	  	GE
Folders	  	All	  	Other Assets -Roll Forwards -
Comments	 	Other Assets
-Roll
Forwards	 	 	Jan-05-2014	  	  	 	5	  	  	 	-5	  	  	 	-15	  
										
	 Other Assets:
	  	Qtrly	  	Hyperion	  	All	  	OTA02 - Cost Method Equity
Investments—Unrealized Losses
Details	 	Cost Method
Investment
unrealized
losses details	 	 	Jan-05-2014	  	  	 	5	  	  	 	-5	  	  	 	-15	  
										
	 Other Assets:
	  	Qtrly	  	GE
Folders	  	All	  	SFAS 115 -157 Package	 	Cost Method
investments
listing	 	 	Jan-05-2014	  	  	 	5	  	  	 	-5	  	  	 	-15	  
	 Other Assets:
	  	Qtrly	  	GE
Folders	  	All	  	Other Assets - Others - CR802A -
Comments	 	Other Assets
-Variance vs.
PY End	 	 	Jan-05-2014	  	  	 	5	  	  	 	-5	  	  	 	-15	  
										
	 Other Assets:
	  	Qtrly	  	Hyperion	  	All	  	OTA07 - Other Assets Variance
Categorization	 	Other Assets
-Variance vs.
PY End	 	 	Jan-05-2014	  	  	 	5	  	  	 	-5	  	  	 	-15	  
										
	 Other Assets:
	  	Qtrly	  	GE
Folders	  	All	  	JV financial statements	 	Assoc
Companies
Financial
Statements	 	 	Jan-11-2014	  	  	 	11	  	  	 	1	  	  	 	-9	  
										
	 Intangibles / Goodwill:
	  	Qtrly	  	GE
Folders	  	All	  	AAA Template	 	Acquisition
Accounting
Adjustment
Details	 	 	Jan-05-2014	  	  	 	5	  	  	 	-5	  	  	 	-15	  
										
	 Intangibles / Goodwill:
	  	Qtrly	  	Hyperion	  	All	  	GWINTG02 - Goodwill
Rollforward	 	Goodwill
Rollforward	 	 	Jan-05-2014	  	  	 	5	  	  	 	-5	  	  	 	-15	  
										
	 Intangibles / Goodwill:
	  	Qtrly	  	GE
Folders	  	All	  	Goodwill - CR140A - Comments	 	Goodwill
Rollforward
- YTD
Movement
Comments	 	 	Jan-05-2014	  	  	 	5	  	  	 	-5	  	  	 	-15	  
	 Intangibles / Goodwill:
	  	Qtrly	  	GE
Folders	  	All	  	FAS141R Template	 	Goodwill &
Intangible -
FAS 141R	 	 	Jan-05-2014	  	  	 	5	  	  	 	-5	  	  	 	-15	  
										
	 Intangibles / Goodwill:
	  	Qtrly	  	Hyperion	  	All	  	GWINTG01 -
Break up of FX in other Intangibles	 	Intangibles
FX details	 	 	Jan-05-2014	  	  	 	5	  	  	 	-5	  	  	 	-15	  


  
 42 









																											
	 Intangibles / Goodwill:
	  	Qtrly	  	GE Folders	  	All	  	All Other Intangibles -
CR140A - Comments	  	Other
Intangibles -
comments	 	 	Jan-05-2014	  	  	 	5	  	  	 	-5	  	  	 	-15	  
										
	 Intangibles / Goodwill:
	  	Qtrly	  	GE Folders	  	All	  	DR 171 - Other details	  	Goodwill &
Intangibles -
Other details	 	 	Jan-05-2014	  	  	 	5	  	  	 	-5	  	  	 	-15	  
										
	 Intangibles / Goodwill:
	  	Qtrly	  	GE Folders	  	All	  	Amortization Expenses
- CR140C - Comments	  	Amortization
Expense	 	 	Jan-05-2014	  	  	 	5	  	  	 	-5	  	  	 	-15	  
										
	 Investment Securities:
	  	Qtrly	  	GE Folders	  	All	  	SFAS 115 -157
Package	  	SFAS
115/157
Master	 	 	Jan-05-2014	  	  	 	5	  	  	 	-5	  	  	 	-15	  
										
	 Investment Securities:
	  	Qtrly	  	Hyperion	  	All	  	INVSEC03 -
Unrealized Losses
Aging	  	Unrealized
loss aging	 	 	Jan-05-2014	  	  	 	5	  	  	 	-5	  	  	 	-15	  
										
	 Investment Securities:
	  	Qtrly	  	GE Folders	  	All	  	SFAS 115 -157
Package	  	ULA
Security
Listing	 	 	Jan-05-2014	  	  	 	5	  	  	 	-5	  	  	 	-15	  
										
	 Investment Securities:
	  	Qtrly	  	GE Folders	  	All	  	SFAS 115 Offline
Excel Schedules	  	Impairment
Listing	 	 	Jan-05-2014	  	  	 	5	  	  	 	-5	  	  	 	-15	  
										
	 Investment Securities:
	  	Qtrly	  	GE Folders	  	All	  	SFAS 115 Offline
Excel Schedules	  	RGRL
Listing	 	 	Jan-05-2014	  	  	 	5	  	  	 	-5	  	  	 	-15	  
										
	 Investment Securities:
	  	Qtrly	  	Hyperion	  	All	  	INVSEC06 - Debt
Rating	  	Debt Rating	 	 	Jan-05-2014	  	  	 	5	  	  	 	-5	  	  	 	-15	  
										
	 Investment Securities:
	  	Qtrly	  	Hyperion	  	All	  	INVSEC05 -
Investment Securities
Contractual Maturities	  	Investment
Securities
contractual
maturity	 	 	Jan-05-2014	  	  	 	5	  	  	 	-5	  	  	 	-15	  
										
	 Investment Securities:
	  	Qtrly	  	Hyperion	  	All	  	INVSEC01 - Available
For Sale Roll Forward	  	Avail for
Sale -
Rollforward	 	 	Jan-05-2014	  	  	 	5	  	  	 	-5	  	  	 	-15	  
										
	 Investment Securities:
	  	Qtrly	  	Hyperion	  	All	  	INVSEC04 - OTTI &
Credit Loss Roll
Forward	  	FSP 115-2
(OTTI and
Credit Loss
details)	 	 	Jan-05-2014	  	  	 	5	  	  	 	-5	  	  	 	-15	  
										
	 Investment Securities:
	  	Qtrly	  	GE Folders	  	All	  	SFAS 115 Offline
Excel Schedules	  	Avail-for-
Sale -
rollforward -
commentary	 	 	Jan-06-2014	  	  	 	6	  	  	 	-4	  	  	 	-14	  
										
	 Investment Securities:
	  	Qtrly	  	Hyperion	  	All	  	INVSEC02 - Trading
Securities Roll Forward	  	Trading
Securities
rollfowrard	 	 	Jan-06-2014	  	  	 	6	  	  	 	-4	  	  	 	-14	  
										
	 Investment Securities:
	  	Qtrly	  	GE Folders	  	All	  	SFAS 115 Offline
Excel Schedules	  	Trading
Securities
rollfowrard
commentary	 	 	Jan-06-2014	  	  	 	6	  	  	 	-4	  	  	 	-14	  
										
	 Investment Securities:
	  	Qtrly	  	Hyperion	  	All	  	INVSEC09 -
SubPrime_AltA_CMBS	  	Subprime,
Alt-A &
CMBS	 	 	Jan-06-2014	  	  	 	6	  	  	 	-4	  	  	 	-14	  
	 Investment Securities:
	  	Qtrly	  	Hyperion	  	All	  	INVSEC07 -
Monoline_RMBS By
Agency	  	Monoline &
RMBS
Exposure	 	 	Jan-06-2014	  	  	 	6	  	  	 	-4	  	  	 	-14	  
										
	 Investment Securities:
	  	Qtrly	  	Hyperion	  	All	  	INVSEC08 - Monoline
& RMBS Maturity	  	Monoline &
RMBS
Maturity	 	 	Jan-06-2014	  	  	 	6	  	  	 	-4	  	  	 	-14	  
										
	 Investment Securities:
	  	Qtrly	  	GE Folders	  	All	  	SFAS 115 -157
Package	  	UL—OTTI
Securities	 	 	Jan-06-2014	  	  	 	6	  	  	 	-4	  	  	 	-14	  
										
	 SFAS 157 Disclosure:
	  	Qtrly	  	Hyperion	  	All	  	FV01 - Fair Value
Hierarchy	  	FAS 157
Hierarchy
(Recurring)	 	 	Jan-05-2014	  	  	 	5	  	  	 	-5	  	  	 	-15	  
										
	 SFAS 157 Disclosure:
	  	Qtrly	  	Hyperion	  	All	  	FV04 - Industry
breakdown L3 Corp
Debt	  	FAS 157US
Corp Debt
Industry
break-up	 	 	Jan-05-2014	  	  	 	5	  	  	 	-5	  	  	 	-15	  
										
	 SFAS 157 Disclosure:
	  	Qtrly	  	GE Folders	  	All	  	SFAS 115 -157
Package	  	FAS 157
ASU
Recurring	 	 	Jan-07-2014	  	  	 	7	  	  	 	-3	  	  	 	-13	  
	 SFAS 157 Disclosure:
	  	Qtrly	  	Hyperion	  	All	  	FV03 - FV Non
Recurring	  	FAS 157 -
Non
recurring	 	 	Jan-07-2014	  	  	 	7	  	  	 	-3	  	  	 	-13	  
										
	 SFAS 157 Disclosure:
	  	Qtrly	  	GE Folders	  	All	  	SFAS 157 Back-up -
Non-recurring
disclosure Summary	  	SFAS 157
Back-up	 	 	Jan-07-2014	  	  	 	7	  	  	 	-3	  	  	 	-13	  
										
	 SFAS 157 Disclosure:
	  	Qtrly	  	GE Folders	  	All	  	SFAS 157 ASU - Non
Recurring	  	SFAS 157
ASU Non
Recurring	 	 	Jan-07-2014	  	  	 	7	  	  	 	-3	  	  	 	-13	  


  
 43 









																											
	 SFAS 157 Disclosure:
	  	Qtrly	  	Hyperion	  	All	  	FV02 - Level 3 QTD
RF	 	FAS 157
Level 3
Rollforward	  	 	Jan-09-2014	  	  	 	9	  	  	 	-1	  	  	 	-11	  
										
	 SFAS 157 Disclosure:
	  	Qtrly	  	GE
Folders	  	All	  	SFAS 157 Back-up - L3
Roll-forward QTD	 	SFAS 157
Back-up	  	 	Jan-09-2014	  	  	 	9	  	  	 	-1	  	  	 	-11	  
										
	 SFAS 157 Disclosure:
	  	Qtrly	  	GE
Folders	  	All	  	SFAS 157 Back-up - L3
Roll-forward YTD	 	SFAS 157
Back-up	  	 	Jan-09-2014	  	  	 	9	  	  	 	-1	  	  	 	-11	  
										
	 SFAS 157 Disclosure:
	  	Qtrly	  	GE
Folders	  	All	  	SFAS 157 L1 - L2
Transfers - L1 YTD &
QTD Data	 	SFAS 157
Back-up	  	 	Jan-09-2014	  	  	 	9	  	  	 	-1	  	  	 	-11	  
										
	 SFAS 157 Disclosure:
	  	Qtrly	  	GE
Folders	  	All	  	SFAS 157 L1 - L2
Transfers- L2 YTD &
QTD Data	 	SFAS 157
Back-up	  	 	Jan-09-2014	  	  	 	9	  	  	 	-1	  	  	 	-11	  
										
	 SFAS 157 Disclosure:
	  	Qtrly	  	GE
Folders	  	All	  	SFAS 157 L1 - L2
Transfers - L1-L2 QTD
& YTD Commentary	 	SFAS 157
L1 - L2
Transfers	  	 	Jan-09-2014	  	  	 	9	  	  	 	-1	  	  	 	-11	  
										
	 SFAS 157 Disclosure:
	  	Qtrly	  	GE
Folders	  	All	  	SFAS 157 L1 and L2
commentary - L1 QTD
Variance Commentary	 	SFAS 157
L1 and L2
commentary	  	 	Jan-09-2014	  	  	 	9	  	  	 	-1	  	  	 	-11	  
										
	 SFAS 157 Disclosure:
	  	Qtrly	  	GE
Folders	  	All	  	SFAS 157 L1 and L2
commentary - L1 YTD
Variance Commentary	 	SFAS 157
L1 and L2
commentary	  	 	Jan-09-2014	  	  	 	9	  	  	 	-1	  	  	 	-11	  
										
	 SFAS 157 Disclosure:
	  	Qtrly	  	GE
Folders	  	All	  	SFAS 157 L1 and L2
commentary - L2 QTD
Variance Commentary	 	SFAS 157
L1 and L2
commentary	  	 	Jan-09-2014	  	  	 	9	  	  	 	-1	  	  	 	-11	  
										
	 SFAS 157 Disclosure:
	  	Qtrly	  	GE
Folders	  	All	  	SFAS 157 L1 and L2
commentary - L2 YTD
Variance Commentary	 	SFAS 157
L1 and L2
commentary	  	 	Jan-09-2014	  	  	 	9	  	  	 	-1	  	  	 	-11	  
										
	 SFAS 157 Disclosure:
	  	Qtrly	  	GE
Folders	  	All	  	SFAS 157 Alternative
Investment Disclosure -
DR 157 Alternative
Investments	 	SFAS 157
L1 - L2
Alternative
Investments	  	 	Jan-09-2014	  	  	 	9	  	  	 	-1	  	  	 	-11	  
	 SFAS 157 Disclosure:
	  	Qtrly	  	GE
Folders	  	All	  	SFAS 157 Alternative
Investment Disclosure -
CR 157 Alternative
Investments	 	SFAS 157
L1 - L2
Alternative
Investments	  	 	Jan-09-2014	  	  	 	9	  	  	 	-1	  	  	 	-11	  
										
	 Cash Flow:
	  	Qtrly	  	GE
Folders	  	All	  	Disposition_Disc Ops	 	Discontinued
Ops
Information	  	 	Dec-31-2013	  	  	 	0	  	  	 	-10	  	  	 	-20	  
										
	 Cash Flow:
	  	Qtrly	  	GE
Folders	  	Consumer
Asia	  	Discontinued Ops -
Japan payments	 	Discontinued
Ops - Japan
payments	  	 	Dec-31-2013	  	  	 	0	  	  	 	-10	  	  	 	-20	  
										
	 Cash Flow:
	  	Qtrly	  	Hyperion	  	All	  	CASH01 - Acquisition
and Disposition	 	Acquisition
&
Disposition
adjustments	  	 	Jan-05-2014	  	  	 	5	  	  	 	-5	  	  	 	-15	  
										
	 Cash Flow:
	  	Qtrly	  	GE
Folders	  	All	  	Acquisition -
Disposition_Continued
Ops	 	Acquisition
&
Disposition
adjustments	  	 	Jan-05-2014	  	  	 	5	  	  	 	-5	  	  	 	-15	  
										
	 Cash Flow:
	  	Qtrly	  	Hyperion	  	All	  	CASH03 - Cash Flow
Adjustment	 	Cash flow
adjustments	  	 	Jan-07-2014	  	  	 	7	  	  	 	-3	  	  	 	-13	  
										
	 Cash Flow:
	  	Qtrly	  	GE
Folders	  	All	  	CFA Others template
(Excel)	 	Cash flow
adjustments	  	 	Jan-07-2014	  	  	 	7	  	  	 	-3	  	  	 	-13	  
										
	 Cash Flow:
	  	Qtrly	  	GE
Folders	  	All	  	CASH04 - Cash Flow
Statement	 	Cash Flow
Variance
Analysis	  	 	Jan-07-2014	  	  	 	7	  	  	 	-3	  	  	 	-13	  
										
	 Cash Flow:
	  	Qtrly	  	GE
Folders	  	All	  	Proceeds from real
estate properties sold	 	Cash flow -
real estate
properties	  	 	Jan-07-2014	  	  	 	7	  	  	 	-3	  	  	 	-13	  
										
	 Cash Flow:
	  	Qtrly	  	GE
Folders	  	All	  	Derivative cash
settlements - split	 	Cash flow -
derivatives	  	 	Jan-07-2014	  	  	 	7	  	  	 	-3	  	  	 	-13	  
										
	 Cash Flow:
	  	Qtrly	  	GE
Folders	  	All	  	Derivative cash flow
adjustments	 	Cash flow -
derivatives -
non-cash
adjustments	  	 	Jan-10-2014	  	  	 	10	  	  	 	0	  	  	 	-10	  
										
	 Transfers Template
	  	Qtrly	  	Hyperion	  	All	  	BSA02 - Transfers
Template	 	Transfers
Template	  	 	Jan-09-2014	  	  	 	9	  	  	 	-1	  	  	 	-11	  
										
	 Financial Instruments:
	  	Qtrly	  	Hyperion	  	All	  	FININS03 - Financial
Instruments	 	Carrying
Values and
FMV Data	  	 	Jan-10-2014	  	  	 	10	  	  	 	0	  	  	 	-10	  
										
	 Financial Instruments:
	  	Qtrly	  	GE
Folders	  	All	  	Financial Instruments -
Comments	 	Variance
Explanations	  	 	Jan-10-2014	  	  	 	10	  	  	 	0	  	  	 	-10	  
										
	 Financial Instruments:
	  	Qtrly	  	Hyperion	  	Consumer	  	FININS05—FI—Assets
(FAS5)	 	Loan
Carrying
Values and
FMV Data -
Cons	  	 	Jan-10-2014	  	  	 	10	  	  	 	0	  	  	 	-10	  


  
 44 









																											
	 Financial Instruments:
	  	Qtrly	  	Hyperion	  	Consumer	  	FININS04 - FI - Assets
(FAS114)	 	Loan
Carrying
Values and
FMV Data -
Cons	 	 	Jan-10-2014	  	  	 	10	  	  	 	0	  	  	 	-10	  
										
	 Financial Instruments:
	  	Qtrly	  	GE
Folders	  	All	  	Financial Instruments -
Comments	 	TS&L -
Further
Break-up -
Portfolio
Details	 	 	Jan-10-2014	  	  	 	10	  	  	 	0	  	  	 	-10	  
										
	 Financial Instruments:
	  	Qtrly	  	GE
Folders	  	Consumer	  	Financial Instruments -
Comments	 	Additional
TS & L
Details -
Cons	 	 	Jan-10-2014	  	  	 	10	  	  	 	0	  	  	 	-10	  
										
	 Financial Instruments:
	  	Qtrly	  	Hyperion	  	Consumer	  	FININS02 - FI Mortgage
FV Rollforward	 	Mortgage FV
Rollforward	 	 	Jan-10-2014	  	  	 	10	  	  	 	0	  	  	 	-10	  
										
	 Financial Instruments:
	  	Qtrly	  	GE
Folders	  	Consumer	  	Financial Instruments -
Comments	 	Mortgage FV
Variance
Explanations	 	 	Jan-10-2014	  	  	 	10	  	  	 	0	  	  	 	-10	  
										
	 Financial Instruments:
	  	Qtrly	  	Hyperion	  	All	  	FININS01 - FI Fair Value
Hierarchy - ASU	 	FI Fair Value
Hierarchy -
ASU 2011-04	 	 	Jan-10-2014	  	  	 	10	  	  	 	0	  	  	 	-10	  
										
	 Financial Instruments:
	  	Qtrly	  	GE
Folders	  	All	  	FI Fair Value Hierarchy -
ASU 2011-04 -Comments	 	FI Fair Value
Hierarchy
Explanations	 	 	Jan-10-2014	  	  	 	10	  	  	 	0	  	  	 	-10	  
										
	 Financial Instruments:
	  	Qtrly	  	GE
Folders	  	Retail
Finance	  	FAS 107 SF Fair Value
walk	 	FAS 107 SF
Fair Value
walk
(applicable to
Retail
Finance only)	 	 	Jan-11-2014	  	  	 	11	  	  	 	1	  	  	 	-9	  
										
	 Financial Instruments:
	  	Qtrly	  	GE
Folders	  	Retail
Finance	  	RCF Fair value file	 	RCF Fair
value file
(applicable to
Retail
Finance only)	 	 	Jan-11-2014	  	  	 	11	  	  	 	1	  	  	 	-9	  
										
	 Financial Instruments:
	  	Qtrly	  	GE
Folders	  	CLL
Americas	  	GECA Unfunded
commitments subnote
backup	 	Unfunded
Commitments
additional
details/
Footnote
Backup (
applicable to
CLL
Americas
only)	 	 	Jan-11-2014	  	  	 	11	  	  	 	1	  	  	 	-9	  
										
	 Financial Instruments:
	  	Qtrly	  	GE
Folders	  	All	  	E&Y Times Sales &
Loan FV by ME	 	E&Y Times
Sales & Loan
FV by ME	 	 	Feb-13-2014	  	  	 	44	  	  	 	34	  	  	 	24	  
										
	 Other Receivables:
	  	Qtrly	  	GE
Folders	  	All	  	Other Receivables -
CR180A Comments	 	Other
Receivables -
Variance vs.
PY End	 	 	Jan-06-2014	  	  	 	6	  	  	 	-4	  	  	 	-14	  
										
	 SFAS167 Submissions:
	  	Qtrly	  	VERT
tool	  	All	  	SFAS 167 Certification
Template	 	SFAS 167
Certification
Template	 	 	Jan-04-2014	  	  	 	4	  	  	 	-6	  	  	 	-16	  
										
	 SFAS167 Submissions:
	  	Qtrly	  	VERT
tool	  	All	  	SFAS 167 VIE data	 	SFAS 167
VIE data	 	 	Jan-09-2014	  	  	 	9	  	  	 	-1	  	  	 	-11	  
										
	 Insurance:
	  	Qtrly	  	Hyperion	  	All	  	INS01 - ILRA Reporting
(DR 103)	 	Insurance
Liabilities,
Reserves and
Annuity
Benefits	 	 	Jan-08-2014	  	  	 	8	  	  	 	-2	  	  	 	-12	  
										
	 Insurance:
	  	Qtrly	  	GE
Folders	  	All	  	ILRA - CR801A
Comments	 	Insurance
Liabilities,
Reserves and
Annuity
Benefits	 	 	Jan-08-2014	  	  	 	8	  	  	 	-2	  	  	 	-12	  
	 Government Reporting:
	  	Qtrly	  	GE
Folders	  	All	  	FR-2248a	 	Government
reporting
applicable to
US
Businesses
only	 	 	Jan-11-2014	  	  	 	11	  	  	 	1	  	  	 	-9	  
										
	 Government Reporting:
	  	Qtrly	  	Govt
Reporting
site	  	All	  	BE-577	 	Government
Report
BE577	 	 	Jan-10-2014	  	  	 	10	  	  	 	0	  	  	 	-10	  
										
	 Government Reporting:
	  	Qtrly	  	GE
Folders	  	All	  	BE-125	 	Survey of
Selected
Service and
Intangible
Asset
Transactions
with
Foreigners	 	 	Jan-15-2014	  	  	 	15	  	  	 	5	  	  	 	-5	  
										
	 Government Reporting:
	  	Qtrly	  	GE
Folders	  	All	  	BE-185	 	Survey of
Financial
Service
Transactions
with
Foreigners	 	 	Jan-15-2014	  	  	 	15	  	  	 	5	  	  	 	-5	  


  
 45 









																											
	 Government Reporting:
	  	Qtrly	  	GE
Folders	 	All	  	SLT	 	Aggregate
Holdings Of
Long-Term
Securities By
U.S. And
Foreign
Residents	 	 	Jan-09-2014	  	  	 	9	  	  	 	-1	  	  	 	-11	  
										
	 Government Reporting:
	  	Qtrly	  	GE
Folders	 	All	  	Passenger Car Rental &
Leasing	 	US Deptt of
Commerce
QSS	 	 	Jan-17-2014	  	  	 	17	  	  	 	7	  	  	 	-3	  
										
	 Government Reporting:
	  	Qtrly	  	GE
Folders	 	All	  	Comm & Industrial
Machinery and Equipment
Leasing	 	US Deptt of
Commerce
QSS	 	 	Jan-17-2014	  	  	 	17	  	  	 	7	  	  	 	-3	  
										
	 Government Reporting:
	  	Qtrly	  	GE
Folders	 	All	  	Third party lobbying expense
template	 	Third Party
Lobbying
Expenses	 	 	Jan-04-2014	  	  	 	4	  	  	 	-6	  	  	 	-16	  
										
	 Inter-Company:
	  	Qtrly	  	MARS
SDC
(Direct to
FFLD)	 	All	  	DR33	 	GE Industrial
Intercompany
Balances	 	 	Jan-04-2014	  	  	 	4	  	  	 	-6	  	  	 	-16	  
										
	 Inter-Company:
	  	Qtrly	  	MARS
SDC
(Direct to
FFLD)	 	All	  	CR200BS & PL - Comments	 	GE Industrial
Intercompany
- Variance
Comments	 	 	Jan-07-2014	  	  	 	7	  	  	 	-3	  	  	 	-13	  
										
	 Earning Supplemental (CRE Only):
	  	Qtrly	  	Hyperion	 	Real Estate	  	CASPSUP -03 - CRE
Overview	 	Notes to
Earning
Supplemental	 	 	Jan-09-2014	  	  	 	9	  	  	 	-1	  	  	 	-11	  
										
	 Earning Supplemental (CRE Only):
	  	Qtrly	  	Hyperion	 	Real Estate	  	CASPSUP -04- CRE Listing	 	Notes to
Earning
Supplemental	 	 	Jan-09-2014	  	  	 	9	  	  	 	-1	  	  	 	-11	  
										
	 Earning Supplemental (CRE Only):
	  	Qtrly	  	GE
Folders	 	Real Estate	  	CRE Construction Loans	 	Notes to
Earning
Supplemental	 	 	Jan-09-2014	  	  	 	9	  	  	 	-1	  	  	 	-11	  
										
	 Earning Supplemental (CRE Only):
	  	Qtrly	  	GE
Folders	 	Real Estate	  	CRE Emerging Markets
Bridge	 	Notes to
Earning
Supplemental	 	 	Jan-09-2014	  	  	 	9	  	  	 	-1	  	  	 	-11	  
										
	 Earning Supplemental (GECAS Only):
	  	Qtrly	  	Hyperion	 	GECAS	  	CASPSUP -02- GECAS
Listing	 	Notes to
Earning
Supplemental	 	 	Jan-08-2014	  	  	 	8	  	  	 	-2	  	  	 	-12	  
										
	 Other Liabilities/ Accounts Payable:
	  	Qtrly	  	GE
Folders	 	All	  	Other Liabilities -
Commentary	 	Other
Liabilities -
Commentary	 	 	Jan-11-2014	  	  	 	11	  	  	 	1	  	  	 	-9	  
										
	 Other Liabilities/ Accounts Payable
	  	Qtrly	  	GE
Folders	 	All	  	Accounts Payable -
Commentary	 	Accounts
Payable -
Commentary	 	 	Jan-05-2014	  	  	 	5	  	  	 	-5	  	  	 	-15	  
										
	 European Exposure:
	  	Qtrly	  	GE
Folders	 	Real Estate	  	European Exposure Data
Collection -Real estate (RE
Only)	 	European
Exposure Data
Collection
template	 	 	Jan-10-2014	  	  	 	10	  	  	 	0	  	  	 	-10	  
										
	 European Exposure:
	  	Qtrly	  	GE
Folders	 	Treasury	  	European Exposure Data
Collection -Treasury
(Treasury Only)	 	European
Exposure Data
Collection
template	 	 	Jan-10-2014	  	  	 	10	  	  	 	0	  	  	 	-10	  
										
	 European Exposure
	  	Qtrly	  	GE
Folders	 	All	  	Unfunded Commitments
European Exposure
Collection	 	European
Exposure Data
Collection
template	 	 	Jan-10-2014	  	  	 	10	  	  	 	0	  	  	 	-10	  
	 Other Schedules:
	  	Qtrly	  	GE
Folders	 	All	  	Litigation_Reserve_Reporting	 	Litigation
Reserve	 	 	Jan-02-2014	  	  	 	2	  	  	 	-8	  	  	 	-18	  
										
	 Other Schedules:
	  	Qtrly	  	GE
Folders	 	All	  	Fees Paid to Public
Accountants (DR56)	 	Fees Paid to
Public
Accountants
(DR56)	 	 	Jan-09-2014	  	  	 	9	  	  	 	-1	  	  	 	-11	  
										
	 Other Schedules:
	  	Qtrly	  	GE
Folders	 	All	  	OCI Template	 	OCI Reporting
- Comments	 	 	Jan-11-2014	  	  	 	11	  	  	 	1	  	  	 	-9	  
										
	 Other Schedules:
	  	Qtrly	  	GE
Folders	 	All	  	Repurchase Agreements	 	Repurchase
Agreements	 	 	Jan-10-2014	  	  	 	10	  	  	 	0	  	  	 	-10	  
										
	 Other Schedules:
	  	Qtrly	  	Workflow	 	All	  	Representation Letter	 	Representation
Letter	 	 	Jan-13-2014	  	  	 	13	  	  	 	3	  	  	 	-7	  


  
 46 









																											
										
	 Other Schedules:
	  	Qtrly	  	GE
Folders	  	All	  	FIN 45 Business Submission
(Excel/Tool)	 	FIN 45 -
Guarantees &
Commitments	  	 	Jan-12-2014	  	  	 	12	  	  	 	2	  	  	 	-8	  
	 Other Schedules:
	  	Qtrly	  	Workflow	  	All	  	Redemption Features	 	Redemption
Features
Request	  	 	Jan-01-2014	  	  	 	1	  	  	 	-9	  	  	 	-19	  
	 Other Schedules:
	  	Qtrly	  	GE
Folders	  	All	  	Cash and equivalents -
Commentary (Submission Mode)	 	Cash and
Equivalents	  	 	Jan-12-2014	  	  	 	12	  	  	 	2	  	  	 	-8	  
										
	 Other Schedules:
	  	Qtrly	  	Hyperion	  	All	  	CASHEQ01 - Cash & Equivalents	 	Cash and
Equivalents	  	 	Jan-12-2014	  	  	 	12	  	  	 	2	  	  	 	-8	  
										
	 Other Schedules:
	  	Qtrly	  	Hyperion	  	All	  	NRA02 - Net Restricted Assets	 	Net
Restricted
Assets	  	 	Jan-14-2014	  	  	 	14	  	  	 	4	  	  	 	-6	  
										
	 Other Schedules:
	  	Qtrly	  	Hyperion	  	All	  	NRA01 - NRA Statutory Capital
RF	 	Net
Restricted
Assets	  	 	Jan-14-2014	  	  	 	14	  	  	 	4	  	  	 	-6	  
										
	 Other Schedules:
	  	Qtrly	  	GE
Folders	  	All	  	NRA Backup file - LE Roll
Forward	 	Net
Restricted
Assets	  	 	Jan-14-2014	  	  	 	14	  	  	 	4	  	  	 	-6	  
										
	 Other Schedules:
	  	Qtrly	  	GE
Folders	  	All	  	Net Restricted Assets - CR170A-
B Comments	 	Net
Restricted
Assets	  	 	Jan-14-2014	  	  	 	14	  	  	 	4	  	  	 	-6	  


  
 47 








 Schedule 5.3 

FP&A Reports 
  

											
	 Topic
	  	 #
	 	  	 Schedule
	  	 Description/Purpose
	  	 Required under the

following Applicable

Accounting Method

					
	 Quarter Close
	  	 	1	  	  	Business Review	  	YoY trends in all major key performance metrics & quarterly walks. Business overview, performance summary for the current quarter & high-lights of key financial drivers.	  	 Consolidated Basis Accounting

Equity Accounting
 Cost
Accounting

	  	 	2	  	  	Main Data Gathering (MDG)	  	Reported Gains, Marks, Impairments, other metrics not identified in G/L submission (per Controllership requirements)	  	Consolidated Basis Accounting
	  	 	3	  	  	Gains, Marks & Impair.	  	Supporting schedule per MDG	  	Consolidated Basis Accounting
	  	 	4	  	  	Asset Quality Metrics	  	Asset quality metrics around delinquency/nonaccrual/other	  	Consolidated Basis Accounting
	  	 	5	  	  	Asset Quality Schedules	  	Asset quality detailed schedules	  	Consolidated Basis Accounting
	  	 	6	  	  	Volume	  	Reported volume metrics by period/type	  	Consolidated Basis Accounting
	  	 	7	  	  	U.S. Volume	  	U.S. only volume metrics; disclosed in 10-Q/K	  	Consolidated Basis Accounting
	  	 	8	  	  	Commercial Metrics	  	Customer/consumer based metrics	  	Consolidated Basis Accounting
	  	 	9	  	  	Cost	  	Functional cost details	  	Consolidated Basis Accounting
	  	 	10	  	  	Tax Forms	  	Tax ETR detailed schedule	  	Consolidated Basis Accounting
	  	 	11	  	  	Acquisition/Disposition metrics	  	Business results driven by Acquisitions/Dispositions	  	Consolidated Basis Accounting
	  	 	12	  	  	Charitable Contributions	  	Charitable spend details	  	Consolidated Basis Accounting
	  	 	13	  	  	Portfolio Data Gathering	  	Sub level business performance metrics	  	Consolidated Basis Accounting
	  	 	14	  	  	Product Data Gathering	  	Product type performance metrics	  	Consolidated Basis Accounting
	  	 	15	  	  	Next quarter estimate	  	Next quarter ENI/NI estimates	  	 Consolidated Basis Accounting

Equity Accounting
 Cost
Accounting

					
	 Planning Session
	  	 	16	  	  	Blueprint Overview	  	Presentation highlighting key financial projections, drivers, and initiatives	  	 Consolidated Basis Accounting

Equity Accounting

	  	 	17	  	  	Blueprint planning 4x/year	  	Income statement & Balance sheet line item estimates	  	 Consolidated Basis Accounting

Equity Accounting
 Cost
Accounting

					
		  	 	18	  	  	Stress tests 2x/year	  	Multiple stress test scenarios based on internal/external macroeconomic factors (income statement, balance sheet, portfolio, product level)	  	Consolidated Accounting


  
 48 









											
	 Topic
	  	 #
	 	  	 Schedule
	  	 Description/Purpose
	  	 Required under the

following Applicable

Accounting Method

					
	 Performance Monitoring
	  	 	19	  	  	Weekly financials pacing	  	Weekly review of current quarter expected performance, R&Os	  	 Consolidated Basis Accounting

Equity Accounting

	  	 	20	  	  	Quarterly Mid-Op Review	  	Quarterly review of ongoing performance and market dynamics vs. plan	  	Consolidated Basis Accounting
		  	 	21	  	  	Quarterly Board Updates (and/or SLT management reviews)	  	Quarterly review of ongoing performance and market dynamics vs. plan	  	 Consolidated Basis Accounting

Equity Accounting
 Cost
Accounting



  
 49 








 Schedule 5.10(a) 

Regulatory Requirements and Information 
  

	1.	FR Y-6: Annual Report of Legal Entity Organizational Structure 

  

	2.	FR Y-10: Report of Changes in Organizational Structure 

  

	3.	FR Y-12: Equity Investments in Nonfinancial Companies 

  

	4.	FR Y-9C: Consolidated Financial Statements for SLHC 

  

	5.	FR Y-9LP: Unconsolidated Financial Statements for Holding Companies 

  

	6.	FR Y-11/FR2314: Unconsolidated Financial Statements for Controlled US/Foreign subsidiaries 

  

	7.	FR Y-8: Quarterly 23A transactions 

  

	8.	SNC: Shared National Credit review of regulatory classification on large syndicated loans 

  

	9.	Recovery Plan: Detailed recovery actions in a period of severe stress 

  

	10.	TIC B: Cross border/flows of capital reports 

  

	11.	FFIEC 009/009a: Country exposure Information Report 

  

	12.	Capital Plan: Capital adequacy framework 

  

	13.	FR Y-14 (A/Q/M): Comprehensive Capital Analysis & Review 

  

	14.	FR Y-16: Annual Company-Run Stress Test 

  

	15.	Resolution Plan: Living will + credit exposure reports 

  

	16.	Basel LCR: Liquidity Coverage Ratio 

  

	17.	Fed FI (4G): Liquidity Reporting 

  

	18.	FR Y-15: Banking Organization Systemic Risk Report 

 Risk Reporting & Information Requirements

  

	1.	Risk Appetite (Limit setting & quarterly tracking) 

  

	2.	CCARS 

  

	3.	Delinquency & Non Accruals monthly results 

  

	4.	GECC ERMC & Regulatory dashboards 

  

	5.	Consumer IRIS 

  

	6.	Portfolio Quality Review & 6.0 Triggers/Breaches/Action Plans 

  

	7.	Economic Capital: Capital Planning, Annual Leveraging, PD & LGD models 

  

	8.	Allowance for Loan Losses: adequacy reviews, model validation, loss forecasting 

  

	9.	FASB Credit Quality disclosure 


  
 50 









	10.	Stress Testing: credit costs, PPNR 

  

	11.	Consumer Scale scorecard calibration 


  
 51 








 Schedule 6.2(d) 

Transaction Documents – Company Indemnification 
  

	1.	Tax Sharing and Separation Agreement, substantially in the form attached to the Agreement as Exhibit C, to be entered into by and among GE, GECC and the Company 


 

	2.	Transitional Services Agreement, substantially in the form attached to the Agreement as Exhibit A, to be entered into by and between GECC, the Company and Retail Finance International Holdings, Inc. 


 

	3.	Transitional Trademark License Agreement, substantially in the form attached to the Agreement as Exhibit E, to be entered into by and between GE Capital Registry, Inc. and the Company 


 

	4.	Intellectual Property Cross License Agreement, substantially in the form attached to the Agreement as Exhibit F, to be entered into by and between GECC and the Company 


 

	5.	Registration Rights Agreement, substantially in the form attached to the Agreement as Exhibit B, to be entered into by and between GECC and the Company 


 

	6.	GECC Term Loan Agreement, substantially in the form attached to the Agreement as Exhibit J, to be entered into by and between GECC and the Company 


 

	7.	MNT Subservicing Agreement, substantially in the form attached to the Agreement as Exhibit K, to be entered into by and between GECC and the Company 


  
 52 








 Schedule 6.3(c) 

Transaction Documents – GECC Indemnification 
  

	1.	Tax Sharing and Separation Agreement, substantially in the form attached to the Agreement as Exhibit C, to be entered into by and among GE, GECC and the Company 


 

	2.	Transitional Services Agreement, substantially in the form attached to the Agreement as Exhibit A, to be entered into by and between GECC, the Company and Retail Finance International Holdings, Inc. 


 

	3.	Transitional Trademark License Agreement, substantially in the form attached to the Agreement as Exhibit E, to be entered into by and between GE Capital Registry, Inc. and the Company 


 

	4.	Intellectual Property Cross License Agreement, substantially in the form attached to the Agreement as Exhibit F, to be entered into by and between GECC and the Company 


 

	5.	Registration Rights Agreement, substantially in the form attached to the Agreement as Exhibit B, to be entered into by and between GECC and the Company 


 

	6.	GECC Term Loan Agreement, substantially in the form attached to the Agreement as Exhibit J, to be entered into by and between GECC and the Company 


 

	7.	MNT Subservicing Agreement, substantially in the form attached to the Agreement as Exhibit K, to be entered into by and between GECC and the Company 


  
 53 








 Schedule 7.3 

Company Insurance Arrangements 
  

	1.	The standalone Blue D&O policy to be purchased prior to the Initial Public Offering. 


  
 54 








 Schedule 7.5(b) 

GECC Contracts 
  

	1.	All contracts and agreements entered into prior to the date of the Initial Public Offering included in the GE restrictive covenant database as may be updated, provided that Company management was notified of the
restrictive covenants through ordinary course restrictive covenant communication protocols inside of GE prior to the date of the Initial Public Offering. 

  

	2.	All contracts and agreements entered into after the Initial Public Offering in accordance with Section 7.5(b) of the Master Agreement. 


  
 55 








 Schedule 7.5(c) 

Affiliate Contracts 
  

	1.	All Company Contracts entered into prior to the date of the Initial Public Offering included in the GE restrictive covenant database as may be updated, provided that GE management was notified of the restrictive
covenants through ordinary course restrictive covenant communication protocols inside of GE prior to the date of the Initial Public Offering. 

  

	2.	All Company Contracts entered into after the Initial Public Offering in accordance with Section 7.5(c) of the Master Agreement. 


  
 56 








 Schedule 7.7 

Litigation and Settlement Cooperation 
  

			
	 Joint Claims
	  	 Party Primarily Responsible for
Defending
Claim

	Joao Bock Transactions Systems, LLC v. General Electric Capital Corporation	  	The Company
	Secure Axcess, LLC v. GE Capital Retail Bank et al.	  	The Company and GE Group


  
 57 








 Execution Version 

Schedule 7.13 
 GE
Policies 
 GECC HQ Policies 
  

									
	 Ref. No
	  	 Policy No
	  	 Policy Name
	  	 Policy Owner
	  	 Corresponding GECRB Policy

	 Finance

					
	1	  	FI-1	  	Allowance for Loan and Lease Losses (“ALLL”) Policy	  	Ryan Zanin & 
Robert Green	  	 GECRB: Allowance for Loan and Lease Losses (“ALLL”) Policy

 
 Company: Allowance for Loan and Lease Losses
(“ALLL”) Policy

					
	2	  		  	GECC Commercial Loan and Lease ALLL Policy	  	CLL BU Controllers	  	N/A
					
	3	  	GECCF-ALLL-1	  	GECC Consumer Global ALLL Policy	  	Samira Barakat	  	 GECRB: Allowance for Loan and Lease Losses (“ALLL”) Policy

 
 Company: Allowance for Loan and Lease Losses
(“ALLL”) Policy

					
	4	  	TX-001	  	GECC Subpart F/APB 23 Documentation & Approval Policy	  	Christine Brandt 
(GE Tax Ops Leader)	  	N/A
					
	5	  	FI-2	  	GECC Pricing Policy	  	Ryan Zanin (CRO) & 
Robert Green (CFO)	  	Company: Deal Pricing Policy
					
	6	  		  	Manual Journal Entry	  	Walter Ielusic (GECC Vice President & Controller)	  	Company: General Accounting Policy
	
	HR
					
	7	  	HR-004	  	Compensation Policy	  	Jack Ryan 
(GECC HR Leader)	  	 GECRB: Compensation Policy
  

Company: Compensation Policy

					
	8	  	HR-6	  	GECC U.S. Overtime Policy	  	Jack Ryan 
(GECC HR Leader)	  	N/A
					
	9	  	HR-2	  	Job Description Policy	  	Jack Ryan 
(GECC HR Leader)	  	Company: Job Description Policy
					
	10	  	HR-3	  	Performance Management Policy	  	Jack Ryan 
(GECC HR Leader)	  	Company: Performance Management Policy
	
	 IT

					
	11	  	IT-002	  	Information Security Policy	  	Martha Poulter (GECC CIO)	  	 GECRB: Information Security Policy
  

Company: Information Security Policy

					
	12	  	IT-001	  	IT Change Control Policy	  	Martha Poulter (GECC CIO)	  	Company: IT Change Management Policy
					
	13	  	DR-001	  	Disaster Recovery Management Policy	  	Patrick McGuinness (GECC Chief Technology Risk Officer)	  	N/A
	
	Legal
					
	14	  	RIM-001	  	Records and Information Management Policy	  	Alex Dimitrief
(GECC General Counsel)	  	Company: Records and Information Management Policy


  
 58 









									
	 Ref. No
	  	 Policy No
	  	 Policy Name
	  	 Policy Owner
	  	 Corresponding GECRB Policy

					
	15	  	IT-5	  	Acceptable Use of Company Information Sources Policy	  	Martha Poulter & Orrie Dinstein (GECC CIO & Chief Privacy Leader)	  	Company: Acceptable Use of Company Information Resources Policy
					
	16	  	C-004	  	Legal Entity Creation Policy	  	Alex Dimitrief
(GECC General Counsel)	  	Company: Legal Entity Creation, Governance and Dissolution Policy
					
	17	  	L-001	  	Legal Entity Governance Policy	  	Alex Dimitrief
(GECC General Counsel)	  	Company: Legal Entity Creation, Governance and Dissolution Policy
				
	Compliance	  		  		  	
					
	18	  	C-003	  	Global Compliance Policy	  	Michael Herde (GECC CCO)	  	 GECRB: Compliance Policy
  

Company: Compliance Policy

					
	19	  	C-006	  	Financial Crimes Compliance Policy (formerly known as Global Anti-Money Laundering (“AML”) Policy)	  	Steve Munro (GECC Financial Crimes Leader)	  	 GECRB: Anti-Money Laundering, Counter-Terrorism Financing and OFAC Compliance Policy

 
 Company: Anti-Money Laundering, Counter-Terrorism Financing
and OFAC Compliance Policy

					
	20	  	C-001	  	GECC Global Policy Governance	  	Michael Herde (GECC CCO)	  	 GECRB: Policy and Procedure Framework
  

Company: Policy and Procedure Framework

					
	21	  	C-002	  	Customer Complaint Handling Policy	  	Michael Herde (GECC CCO)	  	 GECRB: Customer Complaint Handling Policy

 
 Company: Customer Complaint Handling Policy

					
	22	  	C-005	  	GECC Insurance & Protection Compliance Policy	  	VP Marketing Operations - Insurance & Analytics	  	GECRB: Debt Cancellation Policy
				
	Operations	  		  		  	
					
	23	  	OP-001	  	GECC Business Continuity Policy	  	Bob Mitchell (GECC Chief Ops Officer)	  	 GECRB: Business Continuity Management Policy

 
 Company: Business Continuity Management Policy

					
	24	  	C-OP2	  	GECC Sourcing Policy	  	Joe Venturato (GM, GECC Global Sourcing)	  	 GECRB: Contracted Services Oversight Policy

 
 Company: Contracted Services Oversight Policy

					
	25	  	C-OP3	  	GECC Out-Sourcing Policy	  	Joe Venturato (GM, GECC Global Sourcing)	  	 GECRB: Contracted Services Oversight Policy

 
 Company: Contracted Services Oversight Policy

					
	26	  		  	Intercompany Services	  	Bob Mitchell (GECC Chief Ops Officer)	  	GECRB: Business with Affiliates Policy


  
 59 









									
	 Ref. No
	  	 Policy No
	  	 Policy Name
	  	 Policy Owner
	  	 Corresponding GECRB Policy

					
	27	  		  	GECC Real Estate Lease/ Lease Renewal Approval Request	  	Bob Mitchell (GECC Chief Ops Officer)	  	N/A
				
	Risk Management	  		  		  	
					
	28	  	L-002	  	Identity Theft Prevention Policy	  	Ann Rodriguez (GECC Enterprise & Operational Risk Owner)	  	GECRB: Identity Theft Prevention Policy
					
	29	  	CT-003	  	Capital Management Policy	  	Ryan Zanin
(GECC CRO)	  	 GECRB: Capital Planning Policy & Dividend Policy

 
 Company: Capital Management Policy

					
	30	  	ER-007	  	Economic Capital Policy	  	Jen VanBelle
(CRO—Capital Mgmt)	  	Company: Economic Capital Policy
					
	31	  	CR-001	  	Credit & Investment Risk Management Policy	  	Ryan Zanin (GECC CRO)	  	 GECRB: Credit & Investment Risk Management Policy

 
 Company: Credit & Investment Risk Management
Policy

					
	32	  	ER-005	  	Enterprise Stress Testing Policy	  	Jen VanBelle
(CRO—Capital Mgmt)	  	 GECRB: Enterprise Stress Testing Policy

 
 Company: Enterprise Stress Testing Policy

					
	33	  	ER-006	  	Economic Capital – Economic Capital Model Governance and Validation Policy	  	Jen VanBelle
(CRO—Capital Mgmt)	  	 GECRB: Model Governance & Validation Policy

 
 Company: Model Governance & Validation
Policy

					
	34	  	CR-004	  	Stress Testing Model Governance and Validation Policy	  	Roger Favano
(CFO-Risk)	  	 GECRB: Model Governance & Validation Policy

 
 Company: Model Governance & Validation
Policy

					
	35	  	FI-002	  	Allowance for Loan and Lease Losses (ALLL) Model Governance and Validation Policy	  	Roger Favano (CFO-Risk) and Walter Ielusic (GECC Controller)	  	 GECRB: Model Governance & Validation Policy

 
 Company: Model Governance & Validation
Policy

					
	36	  	3	  	Commercial Credit Ratings & Credit Models Policy	  	Bill Strittmater (GECC Commercial CRO)	  	 GECRB: Credit & Investment Risk Management Policy

 
 Company: Credit & Investment Risk Management Policy

 
 GECRB: Model Governance & Validation Policy

 
 Company: Model Governance & Validation
Policy



  
 60 









									
	 Ref. No
	  	 Policy No
	  	 Policy Name
	  	 Policy Owner
	  	 Corresponding GECRB Policy

					
	37	  	2	  	Consumer Credit Ratings & Credit Models Policy	  	Samira Barakat (GECC Consumer CRO)	  	 GECRB: Credit & Investment Risk Management Policy

 
 Company: Credit & Investment Risk Management Policy

 
 GECRB: Model Governance & Validation Policy

 
 Company: Model Governance & Validation
Policy

					
	38	  	CR-1.1	  	Financial Institution Credit Risk Policy	  	Ryan Zanin
(GECC CRO)	  	Company: Counterparty Credit Risk Policy
					
	39	  	ERM-002	  	Model Governance and Validation Policy	  	Ryan Zanin
(GECC CRO)	  	 GECRB: Model Governance & Validation Policy

 
 Company: Model Governance & Validation
Policy

					
	40	  	ERM-001	  	Enterprise Risk Management Policy	  	Ryan Zanin
(GECC CRO)	  	 GECRB: Enterprise Risk Management Policy

 
 Company: Enterprise Risk Management Policy

					
	41	  	ERM-003	  	Enterprise New (and Modified) Products Policy	  	Ann Rodriguez (GECC Enterprise & Op Risk Leader)	  	 GECRB: New Product Introduction (NPI) Policy

 
 Company: New Product Introduction (NPI) Policy

					
	42	  	ERM-004	  	Operational Risk Policy	  	Ann Rodriguez (GECC Enterprise & Op Risk Leader)	  	 GECRB: Operational Risk Policy

Company: Operational Risk Policy

					
	43	  	FRD-001	  	Fraud Management Policy	  	William Redmond (GECC Global Fraud Ldr)	  	 GECRB: Fraud Management Policy
  

Company: Fraud Management Policy

					
	44	  	CR-005	  	Risk Data Governance Policy	  	Roger Favano (GECC COO-Risk)	  	Company: Risk Data Governance Policy
					
	45	  	CFCR-01	  	GECC Global Consumer Finance - Residential Mortgage Product Policy	  	Samira Barakat (GECC Consumer CRO)	  	N/A
					
	46	  	CFCR-02	  	GECC Global Consumer Finance - Residential Mortgage Collection Policy	  	Samira Barakat (GECC Consumer CRO)	  	N/A
					
	47	  	CFCR-03	  	Credit Risk Management - Residential Mortgage Loan Restructure Policy	  	Samira Barakat (GECC Consumer CRO)	  	N/A


  
 61 









									
	 Ref. No
	  	 Policy No
	  	 Policy Name
	  	 Policy Owner
	  	 Corresponding GECRB Policy

					
	48	  	CFCR-04	  	Credit Risk Management – Consumer Revolving Product Policy	  	Joan Makara (Global Risk Operations, Consumer Finance)	  	 GECRB: Credit & Investment Risk Management Policy

 
 Company: Credit & Investment Risk Management
Policy

					
	49	  	CFCR-05	  	Credit Risk Management – Consumer Closed-end Product Policy	  	Joan Makara (Global Risk Operations, Consumer Finance)	  	 GECRB: Credit & Investment Risk Management Policy

 
 Company: Credit & Investment Risk Management
Policy

					
	50	  	CFCR-06	  	Credit Risk Management – Consumer Auto Product Policy	  	Samira Barakat (GECC Consumer CRO)	  	N/A
					
	51	  	CFCR-07	  	Credit Risk Management – Unsecured Retail & Auto Collection & Restructures Policy	  	Joan Makara (Global Risk Operations, Consumer Finance)	  	 GECRB: Credit & Investment Risk Management Policy

 
 Company: Credit & Investment Risk Management
Policy

					
	52	  	MR-001	  	Market Risk Interest Rate Risk Policy	  	Ryan Zanin
(GECC CRO)	  	 GECRB: Asset-Liability Management Policy

 
 Company: Interest Rate Risk Policy

					
	53	  	CR-002	  	GECC Leveraged Lending Policy	  	William Strittmatter	  	N/A
				
	Treasury	  		  		  	
					
	54	  	CT-004	  	Regulated Entity Asset Liability Management (ALM) Policy	  	Kathy Cassidy
(GECC Treasurer)	  	GECRB: Asset Liability Management Policy
					
	55	  	CT-015	  	Credit Support Obligations Policy	  	Kathy Cassidy
(GECC Treasurer)	  	Company: Credit Support Obligations Policy
					
	56	  	CT-001	  	Liquidity Risk Policy	  	Kathy Cassidy
(GECC Treasurer)	  	 GECRB: Liquidity and Contingency Funding Policy

 
 Company: Liquidity and Contingency Funding
Policy

					
	57	  	CT-011	  	Market Risk Foreign Exchange Risk Policy	  	Kathy Cassidy
(GECC Treasurer)	  	Company: FX Risk Policy
					
	58	  	CT-006	  	Cash Management Policy	  	Kathy Cassidy
(GECC Treasurer)	  	 GECRB: Cash Management Policy
  

Company: Cash Management Policy

					
	59	  	CT-008	  	Funding Policy	  	Kathy Cassidy
(GECC Treasurer)	  	 GECRB: External Funding Policy
  

Company: External Funding Policy



  
 62 









									
	 Ref. No
	  	 Policy No
	  	 Policy Name
	  	 Policy Owner
	  	 Corresponding GECRB Policy

					
	60	  	CT-007	  	Global Investment Policy	  	Kathy Cassidy
(GECC Treasurer)	  	 GECRB: Investment Policy
  

Company: Investment Policy

					
	61	  	CT-013	  	Intercompany Financing Policy	  	Kathy Cassidy
(GECC Treasurer)	  	 GECRB: Intercompany Financing Management Policy

 
 Company: Intercompany Financing Management
Policy

					
	62	  	CT-009	  	Treasury Model Governance Policy	  	Anne Kratky (Deputy Treasurer-Risk Management)	  	 GECRB: Model Governance & Validation Policy

 
 Company: Model Governance & Validation
Policy

					
	63	  	CT-011	  	Market Risk Commodity Risk Policy	  	Kathy Cassidy
(GECC Treasurer)	  	N/A
					
	64	  	Pending Approval	  	Non-Consolidated Legal Entity Governance	  	Alex Dimitrief
(GECC General Counsel)	  	N/A
					
	65	  	Pending Approval	  	Financial Regulatory Reporting	  	Walter Ielusic (GECC Vice President & Controller)	  	N/A


  
 63 








 GE Corporate Policies 

 

					
	 Ref. No
	  	 Policy Name
	  	 Possible Corresponding

GECC/Company/GECRB Policy

			
	 1
	  	Improper Payments Implementing Procedures	  	 Company:

•    Anti-Bribery/Foreign Corrupt Practices Act Policy

			
	 2
	  	General Electric Company Business Gift & Entertainment Implementing Procedures	  	 GECRB:

•    Code of Conduct

Company:

•    Code of Conduct

			
	 3
	  	 Privacy and the Protection of
 GE
Information
	  	 GECC:

•    Acceptable Use of Company Information Sources Policy

			
	 4
	  	 Supplier Relationships Policy
 Supplier
Responsibility Guidelines (SRG)
	  	 GECRB:

•    Contracted Services Oversight Policy

Company:

•    Contracted Services Oversight Policy

			
	 5
	  	GE’s Commitment to the Protection of Personal Information	  	 GECRB:

•    Privacy Policy

			
	 6
	  	General Electric Company Employment Data Protection Standards	  	 GECRB

•    Fair Employment Practices Policy

Company:

•    Fair Employment Practices Policy

•    Records and Information Management Policy

			
	 7
	  	Internal Use of GE Product Guidelines	  	
			
	 8
	  	GE State Sponsor of Terrorism Policy	  	 GECRB

•    AML Counter-Terrorism Financing and OFAC Compliance Policy

			
	 9
	  	Corporate Guidelines for Watchlist Screening	  	 GECRB

•    AML Counter-Terrorism Financing and OFAC Compliance Policy

			
	 10
	  	 ITC
 Implementing Guidelines

Hand Carry Items
	  	 GECRB
 AML Counter-Terrorism
Financing and OFAC Compliance Policy

			
	 11
	  	Implementing Procedure: Hiring from the Government	  	N/A
			
	 12
	  	Guidance on Personal Relationships Impacting Work: Mitigating the Risks	  	N/A
			
	 13
	  	Intellectual Property Policy Implementing Procedures	  	 Company:

•    Intellectual Property Policy

			
	 14
	  	 Managing your
 Online Presence
	  	N/A
			
	 15
	  	Capital Investments Procedure	  	 GECC

•    Capital Management Policy

			
	 16
	  	Corporate Borrowing and Extensions of Credit Procedure	  	 GECC

•    Credit & Investment Risk Management Policy

•    Commercial Credit Ratings & Credit Models Policy

•    Financial Institution Credit Risk
Policy



  
 64 









					
	 Ref. No
	  	 Policy Name
	  	 Possible Corresponding

GECC/Company/GECRB Policy

			
	 17
	  	GE Corporate Information Security Guidelines	  	 GECC

•   Information Security Policy

 
 GECRB

•   Information Security Policy

			
	 18
	  	 Document Retention Guidelines
 for U.S.
Employment Records
	  	 Company:

•   Records & Information Management Policy

			
	 19
	  	Record Retention for Tax Purposes for Certain Accounting Records	  	 GECC

•   GECC Subpart F/APB 23 Documentation & Approval Policy

 
 Company:

•   Records & Information Management Policy

			
	 20
	  	 General Electric Company
 Outside Board
Directorship
 Risk Management Guidelines
	  	 Company:

•   Conflicts of Interest Policy

			
	 21
	  	 GE’s The Spirit and Letter

•   Improper Payments

•   Supplier Relationships

•   International Trade Compliance

•   Anti-Money Laundering

•   Privacy

•   Working with Governments

•   Competition Law

•   Fair Employment Practices

•   Environment, Health & Safety

•   Securing GE Operations Globally

•   Intellectual Property

•   Acceptable Use of GE Information Resources

•   Controllership

•   Conflicts of Interest

•   Insider Trading & Stock Tipping
	  	 GECRB:

•   Code of Conduct

•   Anti-Bribery/Foreign Corrupt Practices Act

•   Contracted Services Oversight Policy

•   Privacy Policy

•   Anti-Tying Policy

•   Fair Employment Practices Policy

 
 Company:

•   Code of Conduct

•   Anti-Bribery/Foreign Corrupt Practices Act

•   Contracted Services Oversight Policy

•   Fair Employment Practices Policy

•   Intellectual Property Policy

•   Conflicts of Interest Policy

•   Acceptable Use of Company Information Resources Policy

•   Insider Trading Policy



  
 65 








 GECRB and GECC Policy Comparison 

 
 



 
  

					
	Definitions:	  	 
	Policy Function:	  	Functional area served by the policy	  	
	Policy Level:	  	Entity level where policy resides	  	
	Policy Owner:	  	Individual(s) owning the policy	  	

  

													
	 	  	 	  	 	  	Current State	  	 
	 Ref. No
	  	Policy No	  	 Policy Name
	  	Policy
Level	  	Policy Function	 	 Policy Owner
	  	 Corresponding

GECC Policy
 Name &
No

							
	1	  	C-3100	  	Compliance Policy	  	GECRB	  	Compliance	 	GECRB Chief Compliance Officer	  	Global Compliance Policy; C-006
							
	2	  	C-900	  	AML Counter-Terrorism Financing and OFAC Compliance Policy	  	GECRB	  	Compliance	 	GECRB Chief Compliance Officer	  	Financial Crime Compliance Policy; C-006
							
	3	  	F-200	  	Investment Policy	  	GECRB	  	Finance	 	GECRB Chief Financial Officer	  	Global Investment Policy; CT-007
							
	4	  	F-250	  	Liquidity Policy	  	GECRB	  	Finance	 	GECRB Chief Financial Officer	  	Liquidity Policy; CT-001
							
	5	  	R-2600	  	Capital Plan Policy	  	GECRB	  	Risk	 	GECRB Chief Risk Officer	  	Capital Management policy; CT-003
							
	6	  	HR-4900	  	Compensation Policy*	  	GECRB	  	HR	 	GECRB Executive Vice President - Human Resources	  	GECC Compensation Policy; HR-004
							
	7	  	IT-1500	  	Information Security Policy	  	GECRB	  	Information
Technology	 	GE Capital Retail Bank Information Security Officer	  	Information Security Policy; IT-002
							
	8	  	O-4000	  	Customer Complaint Handling	  	GECRB	  	Operations	 	GECRB Chief Operations Officer	  	Customer Complaint Handling Policy; C-002
							
	9	  	PL-50	  	Creation, Approval and Maintenance of GECRB Policies and Procedures	  	GECRB	  	Office of President
(Process Governance)	 	GECRB Policy Leader	  	Global Policy Governance; C-001


  
 66 









													
	 	  	 	  	 	  	Current State	  	 
	 Ref. No
	  	Policy No	  	 Policy Name
	  	Policy
Level	  	Policy Function	  	 Policy Owner
	  	 Corresponding

GECC Policy
 Name &
No

							
	10	  	R-600	  	Credit & Investment Risk Management Policy	  	GECRB	  	Risk	  	GECRB Chief Risk Officer	  	Credit and Investment Risk Management Policy; CR-1; Credit Risk Management - Unsecured Retail & Auto Collection & Restructure Policy; CFCR-07; Credit Risk Management - Consumer Revolving Product Policy; CFCF-04; Credit Risk
Management - Consumer Closed End Product Policy; CFCR-05
							
	11	  	R-3000	  	Identity Theft Prevention Policy	  	GECRB	  	Risk	  	GECRB Chief Risk Officer	  	Identity Theft Prevention Policy; L-002
							
	12	  	R-3600	  	New Product Introduction Policy	  	GECRB	  	Risk	  	GECRB Chief Risk Officer	  	New (or Modified) Products Policy; ERM-003
							
	13	  	R-4200	  	Enterprise Risk Management Policy	  	GECRB	  	Risk	  	GECRB Chief Risk Officer	  	Enterprise Risk Management Policy; ERM-001
							
	14	  	R-4300	  	Enterprise Risk Appetite Statement	  	GECRB	  	Risk	  	GECRB Chief Risk Officer	  	GECC Global Enterprise Risk Appetite Statement
							
	15	  	N/A	  	Retail Finance Enterprise Risk Appetite Statement	  	GECC
Retail
Finance	  	Risk	  	GECC Retail Finance Chief Risk Officer	  	GECC Global Enterprise Risk Appetite Statement
							
	16	  	R-4400	  	Model Governance and Validation Policy	  	GECRB	  	Risk	  	GECRB Chief Risk Officer	  	Model Governance and Validation Policy; ERM-002
							
	17	  	R-4700	  	Operational Risk Policy	  	GECRB	  	Risk	  	GECRB Chief Risk Officer	  	Operational Risk Policy; ERM-004


  
 67 









													
	 	  	 	  	 	  	Current State	  	 
	 Ref. No
	  	Policy No	  	 Policy Name
	  	Policy
Level	  	Policy Function	 	 Policy Owner
	  	 Corresponding

GECC Policy
 Name &
No

							
	18	  	R-4800	  	Allowance for Loans and Lease Losses Policy	  	GECRB	  	Risk	 	GECRB Chief Risk Officer; GECRB Senior Vice President and Senior Controller	  	Allowance for Loan and Lease Losses (“ALLL”) Policy; FI-1; Consumer Allowance for Loan and Lease Losses (“ALLL”) Policy; GECCF-ALLL-1
							
	19	  	PR-3800	  	Business Continuity Management Policy	  	GECRB	  	Office of President
(Business Continuity)	 	GECRB Business Continuity Leader	  	Business Continuity Policy; OP-001
							
	20	  	HR-1700	  	Fair Employment Practices Policy*	  	GECRB	  	HR	 	GECRB Executive Vice President - Human Resources	  	GECC U.S. Overtime Policy HR 6 & Performance Management Policy HR 3
							
	21	  	PR-2500	  	Contracted Services Oversight Policy	  	GECRB	  	Sourcing	 	GECRB Vice President - Strategic Sourcing	  	Sourcing Policy C-OP2 & Material Activities Outsourcing Policy C-OP3
							
	22	  	F-300	  	Asset Liability Management Policy	  	GECRB	  	Finance	 	GECRB Chief Financial Officer	  	Prudentially Regulated Entity Assets Liability Management Oversight Policy CT 004
							
	24	  	R-5300	  	Fraud Management Policy	  	GECRB	  	Risk	 	GECRB Chief Risk Officer	  	Fraud Management Policy; FRD-001
							
	25	  	R-5200	  	Enterprise Stress Testing Policy	  	GECRB	  	Risk	 	GECRB Chief Risk Officer	  	Enterprise Stress Testing Policy; ER-005

  

	*	Policy applicable only to US-based legal entities with US employees 


  
 68 








 Execution Version 

Schedule 9.1 

Transaction Documents – Dispute Resolution 
  

	1.	GECC Term Loan Agreement, substantially in the form attached to the Agreement as Exhibit J, to be entered into by and between GECC and the Company 


 

	2.	MNT Subservicing Agreement, substantially in the form attached to the Agreement as Exhibit K, to be entered into by and between GECC and the Company 


 

	3.	Undrawn Committed Securitization Documents 

  

	4.	Securitization Note Sale and Assignment Agreements 


  
 69