EXHIBIT 4.8


 


CUSTODY AND CONTROL AGREEMENT


 


CUSTODY AND
CONTROL AGREEMENT (this “Agreement”) dated as of September 25, 2003 by and
among DEUTSCHE BANK TRUST COMPANY AMERICAS (the “Custodian”), in its capacity
as Custodian, GE CAPITAL CREDIT CARD MASTER NOTE TRUST, a Delaware statutory trust (the “Issuer”), and DEUTSCHE BANK
TRUST COMPANY AMERICAS (the “Indenture Trustee”), in its capacity as Indenture
Trustee.


 


WHEREAS, the
Issuer is the owner of the Accounts;


 


WHEREAS, the
Issuer has entered into an Indenture (as amended or modified, the “Indenture”),
dated as of the date hereof, with the Indenture Trustee, whereby the Issuer has
granted a security interest to the Indenture Trustee in among other things, the
Property in the Accounts;


 


WHEREAS, the
Issuer is entering into this Agreement to perfect the security interest of the
Indenture Trustee in the Accounts and in the Issuer’s Security Entitlements in
respect of the  Property in the Accounts
from time to time;


 


WHEREAS, the
Issuer desires to appoint the Custodian as custodian on behalf of the Issuer,
and the Custodian has agreed to so act as custodian, under the terms and
conditions set forth in this Agreement.


 


NOW, THEREFORE, in
consideration of the mutual covenants and agreements herein contained, the parties
hereto agree as follows:


 


1.             Certain Definitions.  As used herein the following terms shall
have the following meanings:


 


“Accounts” means the Trust Accounts.


 


“Agreement” means this Custody and Control
Agreement.


 


“Collections” means has the meaning set forth
in Section 2.


 


“Certificated Security” has the meaning
specified in Section 8-102(a)(4) of the UCC.


 


“Class”
means any class of Notes of any Series.


 


“Clearing Corporation” has the meaning
specified in Section 8-102(a)(5) of the UCC.


 


“Clearstream” means Clearstream, société
anonyme, a corporation organized under the laws of the Grand Duchy of
Luxembourg.


 


“Clearstream Security” means a “security” (as
defined in Section 8-102(a)(15) of the UCC) that (i) is a debt or equity
security and (ii) is capable of being transferred to the account of a custodian
at Clearstream pursuant to Section 2(b), whether or not such transfer
has occurred.


 

















 


“Closing Date” means September 25, 2003.


 


“Collection Account” means the account
designated as such, established and owned by the Issuer and maintained in
accordance with Section 8.2 of the
Indenture.


 


“Custodian” has the meaning specified in the
introduction hereto.


 


“Default” is defined in the Indenture.


 


“Deposit
Account” has the meaning specified in Section 9-102(a)(29) of the UCC.


 


“Entitlement Holder” means a person identified
in the records of the Custodian as the person having a Security Entitlement
against the Custodian.


 


“Entitlement Order” means a notification
communicated to the Custodian directing transfer or redemption of a Financial
Asset to which the Entitlement Holder has a Security Entitlement, which prior
to the receipt by the Custodian of a Notice of Exclusive Control (as defined in
Section 4) from the Indenture Trustee
shall be any Instruction with respect to the Accounts or the Property held
pursuant to this Agreement, and in any event shall include an “entitlement
order” as defined in Article 8 of the UCC.


 


“Euroclear” means Euroclear Bank S.A./N.V.
Brussels office, as operator of the Euroclear system.


 


“Euroclear Security” means a “security” (as
defined in Section 8-102(a)(15) of the UCC) that (i) is a debt or equity
security and (ii) is capable of being transferred to the Custodian’s account at
Euroclear pursuant to Section 2(b), whether or not such transfer has
occurred.


 


“Event of Default” is defined in the
Indenture.


 


“Excess Funding
Account” means the account designated as such, established and owned by the
Issuer and maintained in accordance with Section 8.2 of the Indenture.


 


“Financial Asset” has the meaning specified in
Section 8-102(a)(9) of the UCC.


 


“FRB” means a Federal Reserve Bank of the
United States.


 


“Government Security” means a security issued
or guaranteed by the United States of America or an agency or instrumentality
thereof representing a full faith and credit obligation of the United States of
America and, with respect to each of the foregoing, that is maintained in
book-entry form on the records of an FRB.


 


“Indenture” means the Indenture dated as of
September 25, 2003 between the Issuer and the Indenture Trustee.


 


“Indenture Supplement” has the
meaning specified in the introduction hereto.


 


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“Indenture Trustee” means Deutsche Bank Trust
Company Americas, not in its individual capacity but solely as Indenture
Trustee under the Indenture, or any successor Indenture Trustee under the
Indenture.


 


“Instructions” has the meaning specified in Section
11.


 


“Instruments” has the meaning specified in
Section 9-102(a)(47) of the UCC.


 


“Issuer” has the meaning specified in the
introduction hereto.


 


“Note Register” has the
meanings specified in Section 2.4 of the Indenture.


 


“Noteholder” means the Person
in whose name a Note is registered on the Note Register or such other Person
deemed to be a “Noteholder” in any related Indenture Supplement.


 


“Notes”
means the Notes issued pursuant to the Indenture.


 


“Notice of
Exclusive Control” has the meaning set forth in Section 4.


 


“Permitted Investments” is defined in the
Indenture.


 


“Person” means
any individual, sole proprietorship, partnership, joint venture, unincorporated
organization, trust, association, corporation (including a business trust),
limited liability company, institution, public benefit corporation, joint stock
company, governmental authority or any other entity of whatever nature.


 


“Property” means the property described in Section 2(a).


 


“Rating Agency” is defined in the Indenture.


 


“Rating Agency Condition” is defined in the
Indenture.


 


“Securities” has the meaning set forth in Section
2.


 


“Securities
Account” has the meaning specified in Section 8-501(a) of the UCC.


 


“Securities
Intermediary” has the meaning specified in Section 8-102(a)(14) of the UCC.


 


“Securities
System” has the meaning set forth in Section 5.


 


“Security Entitlement” has the meaning
specified in Section 8-102(a)(17) of the UCC.


 


“Series” means any series of Notes, which may
include within any such Series a Class or Classes of Notes subordinate to
another such Class or Classes of Notes.


 


“Series Account”
means any deposit, trust, escrow or similar account maintained for the benefit
of the Noteholders of any Series or Class, as specified in any Indenture
Supplement.


 


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“Servicer” means Monogram Credit Card Bank of
Georgia, in its capacity as the Servicer under the Servicing Agreement, or any
other Person designated as a successor Servicer pursuant to the Servicing
Agreement.


 


“Servicing
Agreement” means the Servicing Agreement dated as of June 27, 2003, by and among
the Servicer, RFS Funding Trust and the Issuer (upon its accession in
accordance with the terms thereof).


 


“Trust Accounts” means any Series Account, the
Collection Account or Excess Funding Account.


 


“Trust Agreement” means the Trust Agreement
dated as of September 25, 2003, between RFS Holding, L.L.C. and the
Issuer.


 


“Trustee” means The Bank of New York
(Delaware), not in its individual capacity but solely in its capacity as
trustee under the Trust Agreement.


 


“UCC” means the Uniform Commercial Code as in
effect from time to time in the State of New York.


 


“Uncertificated Security” has the meaning
specified in Section 8-102(a)(18) of the UCC.


 


2.             Appointment of Custodian; Acknowledgement of Receipt
of Property.  (a) The Issuer hereby
appoints the Custodian as custodian of the Permitted Investments and any other
investments, promissory notes, bonds, securities agreements or other documents
evidencing the Permitted Investments (collectively, the “Securities”), any
Security Entitlement with respect to the Securities, all Permitted Investments
and all cash and other property received by the Custodian with respect to any
of the foregoing (collectively, “Collections”) pursuant to the terms and
conditions set forth in this Agreement, and the Custodian hereby accepts such
appointment.  All of the foregoing
property as to which the Custodian is appointed custodian pursuant to this
Agreement is herein collectively called (the “Property”).


 


(b)           The Custodian hereby acknowledges
that in order to facilitate the perfection of the security interest granted by
the Issuer to the Indenture Trustee under the Indenture, the Custodian shall
hold all Property as specified in Section 2(c) and elsewhere herein and shall
credit such Property as Financial Assets to the relevant Accounts.


 


(c)           The Issuer shall cause all Property
acquired by or on behalf of the Issuer to be transferred to the Custodian for
credit to the applicable Account, and the Custodian shall credit such Property
to the applicable Account, for the benefit of the Issuer as owner and the
benefit of the Indenture Trustee as secured party or shall take or cause to be
taken any and all other actions necessary to create in favor of the Indenture
Trustee a valid and perfected, first-priority security interest granted to the
Indenture Trustee under the Indenture in the Accounts and all Property credited
to the Accounts, as follows:


 


(i)            in the case of each Certificated
Security or Instrument (other than a Government Security, Euroclear Security or
Clearstream Security), by (A) causing the delivery of such Certificated
Security or Instrument to the Custodian in bearer form or registered in the


 


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name of the Custodian or its nominee or indorsed to
the Custodian or its nominee or in blank by an effective indorsement, (B)
causing the Custodian to continuously identify on its books and records that
such Certificated Security or Instrument is credited to the applicable Account
and (C) causing the Custodian to maintain continuous possession of such
Certificated Security or Instrument;


 


(ii)           in the case of each Uncertificated
Security (other than a Government Security, Euroclear Security or Clearstream
Security), by (A) causing such Uncertificated Security to be continuously
registered on the books of the issuer thereof to the Custodian and (B) causing
the Custodian to continuously identify on its books and records that such
Uncertificated Security is credited to the applicable Account;


 


(iii)          in the case of each Euroclear Security
and Clearstream Security, by (A) causing Euroclear or Clearstream, as the case
may be, to credit such security to the Custodian’s Securities Account (or to
the Securities Account of a Securities Intermediary acting in such capacity on
behalf of the Custodian and which has credited such security to a Securities
Account of the Custodian with such Securities Intermediary) at Euroclear or
Clearstream, as the case may be, (B) causing the Custodian to continuously
identify on its books and records that such Euroclear Security or Clearstream
Security is credited to applicable Account as a Financial Asset, and (C)
causing such Euroclear Security or Clearstream Security to be (1) continuously
registered to Euroclear or Clearstream, as the case may be, and (2) continuously
identified on the books and records of Euroclear or Clearstream, as the case
may be, as credited to the Securities 
Account of the Custodian (or to the Securities Account of a Securities
Intermediary acting in such capacity on behalf of the Custodian and which has
credited such security to a Securities Account of the Custodian with such
Securities Intermediary);


 


(iv)          in the case of each Government
Security, by (A) causing the crediting of such Government Security to a
Securities Account of the Custodian at an FRB, (B) causing the Custodian to
continuously identify on its books and records that such Government Security is
credited to the applicable Account as a Financial Asset, and (C) causing the
continuous crediting of such Government Security to a Securities Account of the
Custodian at such FRB; and


 


(v)           in the case of each Financial Asset
not covered by the foregoing clauses (i) through (v), by causing the transfer
of such Financial Asset to the Custodian in accordance with applicable law and
regulation and causing the Custodian to credit such Financial Asset to the
applicable Account;


 


(d)           With respect to any Deposit Account
as to which the Indenture Trustee is not the bank at which such Deposit Account
is maintained, by causing such bank, the Issuer and the Indenture Trustee to
enter into an agreement containing provisions substantially similar to the
provisions of this Agreement relating to the Accounts; and


 


(e)           With respect to any other Property
that for any reason does not create a Security Entitlement at any time now or
hereafter and which is held in or credited to the applicable Account, the
Custodian hereby acknowledges that, for purposes of perfecting the security
interest of the Indenture Trustee, it holds and will hold possession of such property
as bailee for the Indenture Trustee in its capacity as secured party.


 


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3.             The Accounts.  (a) The Issuer agrees to establish and
maintain the Trust Accounts at the Custodian according to Section 8.2 of the
Indenture and the applicable Indenture Supplement.  The Custodian further agrees that (i) each Trust Account is and
shall at all times be maintained by the Custodian as a Securities Account in
the Custodian’s trust department, (ii) the Custodian is acting and will act as
a Securities Intermediary with respect to such Trust Account, and (iii) all of
the Property accredited to such Trust Account shall be treated as Financial
Assets.


 


(b)           The Issuer acknowledges its
responsibility as a principal for all of its obligations to the Custodian
arising under or in connection with this Agreement, warrants its authority to
deposit in the Accounts any Property received therefor by the Custodian and to
give Instructions relative thereto.  The
Issuer further agrees that the Custodian shall not be subject to, nor shall its
rights and obligations under this Agreement or with respect to the Accounts be
affected by, any agreement between the Issuer and any other person, except as
otherwise provided in this Agreement or unless otherwise agreed by Issuer and
Custodian.  If any Securities are held
in a Securities System, as defined in Section 5 of this Agreement, the
Custodian may deliver securities of the same class, issuer and amount in place
of those deposited in the applicable Account.


 


(c)           The Custodian shall hold and keep
safe as custodian for the Accounts, on behalf of the Issuer, all Property in
each Account.  The crediting of Property
to the Accounts shall result in Security Entitlements to such Property in favor
of the Issuer, subject to the security interest of the Indenture Trustee as a
secured party.


 


(d)           All transactions involving the
Property shall be executed or settled solely in accordance with Instructions,
except that until the Custodian receives Instructions to the contrary, the
Custodian will:


 


(i)            collect all interest and dividends
and all other income and payments, whether paid in cash or in kind, on the
Property, as the same become payable and credit the same to the applicable
Account;


 


(ii)           present for payment all Securities
held in an Account which are called, redeemed or retired or otherwise become
payable and all coupons and other income items which call for payment upon
presentation to the extent that the Custodian is actually aware based on notices
received of such opportunities and hold the cash received in such Account
pursuant to this Agreement;


 


(iii)          (x) exchange Securities where the
exchange is purely ministerial (including, without limitation, the exchange of
temporary securities for those in definitive form and the exchange of warrants,
or other documents of entitlement to securities, for the Securities themselves)
and (y) when notification of a tender or exchange offer (other than ministerial
exchanges described in (x) above) is received for such Account, use
reasonable efforts to receive Instructions, provided that if such Instructions
are not received in time for the Custodian to take timely action, no action
shall be taken with respect thereto;


 


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(iv)          execute on behalf of the Issuer for
each Account, whenever the Custodian deems it appropriate, such ownership and
other certificates as may be required to obtain the payment of income from the
Property in the applicable Account; and


 


(v)           appoint brokers and agents for any of
the ministerial transactions involving the Securities described in (i) - (iv),
including, without limitation, affiliates of the Custodian.


 


(e)           The Custodian hereby acknowledges the
security interest granted to the Indenture Trustee by the Issuer.  The Custodian shall maintain all Property
free of any lien, charge or claim of any kind in favor of the Custodian or any
person claiming through the Custodian, and it will not assert any lien,
encumbrance, claim or right of set-off against the Property, the Accounts or
any Financial Assets carried in the Accounts or any credit balance in the
Accounts, except as otherwise expressly permitted by this Agreement or the
Indenture.  The Custodian will not enter
into any agreement other than this Agreement with any Person requiring the
Custodian’s compliance with “entitlement orders”(as such term is defined in
Article 8 of the UCC) concerning the Accounts originated by such Person without
the prior written consent of the Issuer and the Indenture Trustee except as
otherwise provided herein.  The
Custodian represents that no such agreement relating to the Property with any
Person is now in effect.


 


4.             Control.  (a) In order to perfect the security
interest of the Indenture Trustee in accordance with Sections 8-106 and 9-104
of the UCC, the Issuer expressly authorizes the Custodian to comply with
Entitlement Orders issued by the Indenture Trustee or its authorized
representatives with respect to any Securities Account, and to act upon the directions
of the Indenture Trustee or its authorized representatives with respect to any
Deposit Account or the disposition of any Property therein, in each case
without the further consent of the Issuer or any other Person.  Until such time as the Indenture Trustee
delivers a written notice to the Custodian, substantially in the form of Exhibit A  hereto, that
the Indenture Trustee is thereby exercising exclusive control over such Account
(a “Notice of Exclusive Control),” the Custodian shall make trades of Financial
Assets held in the Accounts, or otherwise withdraw Property from the Accounts,
at the direction of the Issuer or its authorized representatives, and comply
with Entitlement Orders concerning the Accounts from the Issuer or its
authorized representatives.  The
Indenture Trustee agrees with the Issuer that it will not deliver a Notice of
Exclusive Control, or issue any directions with respect to any Deposit Account
or the disposition of any Property therein, until a Default or Event of Default
has occurred (including without limitation any Default or Event of Default
resulting from the Issuer’s withdrawal of Property from an Account in violation
of the terms of this Agreement or the Indenture).  After the Custodian receives the Notice of Exclusive Control, the
Custodian will promptly cease complying with Entitlement Orders or other
directions concerning such Account (including any provision hereof regarding
payments to the Issuer) originated by the Issuer or its representatives
notwithstanding any contrary provision in this Agreement.


 


(b)           Upon issuance by the Indenture
Trustee of a Notice of Exclusive Control described in this Section
4, the Indenture Trustee shall have exclusive control over the
Accounts and without limitation the Indenture Trustee may (i) cause the name of
the Accounts to be changed to reflect that the Indenture Trustee is the
“entitlement holder” (as such term is defined in Article 8 of the UCC) of the
Accounts as trustee on behalf of the Noteholders under the


 


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Indenture, or (ii) instruct that all Property be
transferred to new accounts with the Custodian as to which the Indenture
Trustee is the “entitlement holder” (as such term is defined in Article 8 of
the UCC) of the Accounts as trustee on behalf of the Noteholders under the
Indenture.


 


5.             Use of Subcustodian.  Custodian shall not maintain any Property in a custody account
that has been established through another bank or trust company acting as
subcustodian unless it is authorized to do so in writing by the Issuer and the
Indenture Trustee and the Rating Agency Condition is satisfied.


 


6.             Securities Systems.  The Issuer authorizes and instructs the Custodian to maintain all
Property directly in one of its
branches or indirectly through custody accounts which have been established by
the Custodian with the following other securities intermediaries a securities
depository or clearing agency or system in which the Custodian participates
(individually, a “Securities System”).


 


7.             Use of Securities System.  With respect to Property in an Account which
is maintained by the Custodian through a Securities System in which it
participates pursuant to Section 6:


 


(a)                                  The
Custodian shall identify on its books such Property as being maintained for the
account of the Custodian for its customers.


 


(b)                                 The
Custodian’s agreement with such Security System shall provide that Property
deposited with a Securities System will be maintained in an account holding
only assets for customers of the Custodian unless precluded by applicable law,
rule or regulation.


 


(c)                                  The
Custodian shall provide to the Issuer, with a copy to the Servicer, any
non-confidential report obtained by the Custodian on the Securities System’s
accounting system, internal accounting control and procedures for safeguarding
securities deposited in the Securities System.


 


It is understood and agreed that the Custodian’s
agreement with a Securities System will be subject to the generally applicable
rules and regulations of such Securities System, and that the Custodian shall
not be liable for a breach of such agreement by such Securities System.


 


8.             Records, Ownership of Property, Statements and
Opinions of Independent Certified Public Accountants.


 


(a)           The Property, whether maintained
directly by the Custodian or indirectly through a Securities System as
authorized in this Agreement, shall be clearly recorded on the Custodian’s
books as (i) being owned by the Issuer and not the Custodian and (ii) subject
to a security interest in favor of the Indenture Trustee.  The Custodian shall keep accurate and
detailed accounts of all investments, receipts, disbursements and other
transactions for the Accounts.  All
accounts, books and records of the Custodian relating thereto shall be open to
inspection and audit at all reasonable times during normal business hours upon
reasonable prior written notice by any person designated by the Issuer.  The Issuer shall reimburse the Custodian for
its reasonable out-of-pocket expenses in connection with such inspection or
audit in accordance with Section 15.


 


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All such accounts shall be maintained and preserved in
a form reasonably requested by the Issuer.


 


(b)           At the request of the Issuer, the
Custodian shall deliver to the Issuer, with a copy to the Servicer, the most
recent non-confidential written report, if any, prepared by the Custodian’s
independent certified public accountants with respect to the custodial services
provided by the Custodian to its customers.


 


(c)           The Issuer may elect to participate
in any of the electronic on-line service and communications systems offered by
the Custodian which can provide the Issuer, on a daily basis, with the ability
to view on-line or to print a hard copy of various reports of any Account’s
activity and of the Property.  To the
extent that such service shall include market values of any of the Securities,
the Issuer hereby acknowledges that the Custodian now obtains and may in the
future obtain information on such values from outside sources that the
Custodian considers to be reliable and the Issuer agrees that the Custodian (i)
does not verify nor represent or warrant either the reliability of such service
nor the accuracy or completeness of any such information furnished or obtained
by or through such service and (ii) shall be without liability in selecting and
utilizing such service or furnishing any information derived therefrom.


 


(d)           The Custodian shall issue a
confirmation or safekeeping receipt to the Issuer for each Security received by
the Custodian hereunder which identifies (as applicable) the issuer, the
maturity date, the face amount and the coupon rate.  The Custodian shall provide to the Issuer a custodial statement
for each preceding month listing the Securities held in each Account.  Such report shall include the principal
amount of each Security or Financial Asset, as appropriate.  The Issuer shall promptly review all such
reports and shall promptly advise the Custodian of any error, omission or
inaccuracy in same.  In no event shall
the Custodian be required to determine or report the market value of any
Security.


 


9.             Holding of Securities, Nominees, etc.  In order to perfect the Indenture Trustee’s
security interest in the Securities credited to the Accounts, the Securities
shall at all times be held or maintained in the Custodian’s name or in the name
of the Custodian’s nominee.  Securities
that are maintained through a Securities System will be maintained with the
Securities System in an account holding only assets of the Custodian’s
customers, unless prohibited by law, rule, or regulation.  The
Custodian may combine certificates representing Securities held in an Account
with certificates of the same issue held by it as fiduciary or as a custodian.  Securities maintained with a Securities
System shall be maintained subject to the rules of that Securities System
governing the rights and obligations among the Securities System and its
participants.


 


10.           Proxies, etc.  If the Custodian shall receive any proxies,
notices, reports or other communications relative to any of the Securities, the
Custodian shall (within three Business Days after receipt by the Custodian)
transmit to the Issuer, with a copy to the Servicer, or notify the Issuer of
the receipt of, such proxies, notices, reports or other communications.  Neither the Custodian nor its nominees or
agents shall vote upon or in respect of any of the Securities in any Account,
execute any form of proxy to vote thereon, or give any consent or take any
action (except as provided in Sections 3 and 4) with respect
thereto except upon the receipt of Instructions relative thereto.


 


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11.           Instructions.  (a) The term “Instructions” means
instructions from the Issuer in respect of any of the Custodian’s duties
hereunder which have been received by the Custodian at its address as shall
have been furnished by the Custodian to the Issuer pursuant to the provisions
hereof.  All Instructions shall be
communicated: (i) in writing (including, without limitation, facsimile
transmission) signed or given by such one or more person or persons as the
Issuer shall have from time to time authorized in writing to give the
particular class of Instructions in question and whose name and (if applicable)
signature and office address have been filed with the Custodian, or (ii)
electronically through an electronic on-line service and communications system
offered by the Custodian or other electronic instruction system acceptable to
the Custodian, (iii) in such other form of instructions as the Issuer (with the
consent of the Indenture Trustee) may from time to time authorize in writing
and which the Custodian has agreed in writing to accept.  The Custodian shall not act upon any oral
Instructions from the Issuer or its authorized agents.  The Custodian shall promptly provide notice
to the Indenture Trustee of any Instructions received by it from the
Issuer.  The Custodian has the right to
record any such oral Instructions, and the Issuer hereby consents to such
recording.


 


(b)           The Custodian shall have the right to
assume in the absence of notice to the contrary from the Issuer or the
Indenture Trustee, as the case may be, that any person whose name is on file
with the Custodian pursuant to this Section 11 has
been authorized by the Issuer or the Indenture Trustee, as the case may be, to
give the Instructions in question and that such authorization has not been
revoked.  The Custodian may act upon and
conclusively rely on, without any liability to the Issuer or any other person
or entity for any losses resulting therefrom, any Instructions reasonably
believed by it to be furnished by the proper person or persons as provided
above.


 


(c)           Instructions may relate to specific
transactions or to types or classes of transactions, and may be in the form of
standing instructions.  Without limiting
the foregoing:


 


(i)            The Issuer may from time to time
issue Instructions, in accordance with Section
11(a), directing the Custodian to release any
Security held in physical form to the Issuer or its designee.  The Custodian is hereby authorized, upon
written receipt of any such Instructions, to release any such Security to the
Issuer or its designee.  All Securities
so released to any designee of the Issuer shall be held in trust for the
benefit of the Issuer as owner and the Indenture Trustee as secured party.  The Issuer or its designee shall return such
Security to the Custodian when the Issuer’s need therefor no longer exists, unless
the Security has been sold or liquidated by the Issuer.  The Issuer shall notify the Custodian if
such Security has been sold or liquidated, and the Custodian shall no longer
have any duties, responsibilities or liability with respect to such Security.


 


(ii)           Upon written notification from the
Issuer and the Indenture Trustee, the Custodian shall return the
Financial Assets and any other Property in the applicable Account to or at the
direction of the Issuer.  Any such
delivery shall constitute a complete discharge of the Custodian from any and
all further liability for such Financial Assets and Property hereunder.


 


(iii)          Prior to the delivery of a Notice of
Exclusive Control, the Issuer may give Instructions with respect to any vote to
be taken upon or in respect of any of the Securities in any Account.


 


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12.           Standard of Care.  (a) The Custodian shall be responsible for
the performance of only such duties as are set forth in this Agreement.  The Custodian will act without negligence
with respect to the safekeeping of Property in the Accounts and, except as
otherwise expressly provided in this Agreement, in carrying out its obligations
under this Agreement. The Custodian will give the Property in the Accounts
equal care and safeguards as are afforded similar property owned by the
Custodian.


 


(b)           Absent negligence, the Custodian
shall not be responsible for the title, validity or genuineness of any Property
or other property or evidence of title thereto received by it or delivered by
it pursuant to this Agreement and may rely and shall be protected in acting or
refraining from acting on any written notice, request, waiver, consent or
instrument believed by it to be genuine and to have been signed or presented by
the proper party or parties.  The Custodian
shall have no duty to determine or inquire into the happening or occurrence of
any event or contingency.  The Custodian
may consult with and obtain advice from legal counsel as to any provision
hereof or its duties hereunder and shall be fully protected in acting on advice
of such counsel.  The Custodian may
conclusively rely on, without liability for any loss resulting therefrom, any
notice, request, consent, certificate or other instrument reasonably believed
by it to be genuine and to be signed or furnished by the proper party or
parties, including, without limitation, Instructions.  The Issuer agrees to indemnify, defend and hold the Custodian,
its officers, directors, employees and agents harmless from and against any and
all losses, claims, damages, demands, expenses, costs, cause of action,
judgments or liabilities that may be incurred by the Custodian, its officers,
directors, employees and agents arising directly or indirectly out of or in
connection with the Custodian’s acceptance or appointment as Custodian
hereunder, including the legal costs and expenses as such expenses are incurred
(including, without limitation, the expenses of any experts, counsel or agents)
of investigating, preparing for or defending itself against any action, claim
or liability in connection with its performance hereunder.  In no event, however, shall issuer be
obligated to indemnify the Custodian and save the Custodian harmless from any
fees, expenses, charges and/or liabilities incurred by the Custodian as a result
of its own willful misconduct, bad faith or negligence.  Anything in this Agreement notwithstanding,
in no event shall the Custodian be liable for special, indirect or
consequential loss or damage of any kind whatsoever (including but not limited
to lost of profits), even if the Custodian has been advised of such loss or
damage and regardless of the form of action. 
The indemnification in favor of the Custodian in this Agreement shall
survive any resignation or removal of the Custodian (to the extent of indemnified
liabilities, costs, expenses and other indemnified amounts arising or incurred
prior to, or arising as a result of actions or omissions occurring prior to,
such resignation or removal).


 


(c)           With respect to a Securities System,
the Custodian shall only be responsible or liable for losses arising from
employment of such Securities System caused by the Custodian’s own failure to
act without negligence.  In the event of
any loss to the Issuer by reason of the failure of the Custodian to act without
negligence, the Custodian shall be liable to the Issuer to the extent of the
Issuer’s actual damages at the time such loss was discovered without reference
to any special conditions or circumstances.


 


(d)           In no event shall the Custodian be
liable for any consequential or special damages.  The Custodian shall have no liability for loss arising from any
cause beyond its control, including but not limited to, the act, failure or
neglect of any agent or correspondence


 


11

















 


selected by the Custodian for the remittance of funds;
any delay, error, omission or default of any mail, telegraph, cable or wireless
agency or operator; or the acts or edicts of any government or governmental
agency or other group or entity exercising governmental powers.


 


(e)           In the event the Issuer subscribes to
an electronic on-line service and communications system offered by the
Custodian, the Issuer shall be fully responsible for the security of the
Issuer’s connecting terminal, access thereto and the proper and authorized use
thereof and the initiation and application of continuing effective safeguards
with respect thereto and agrees to defend and indemnify the Custodian and hold
the Custodian harmless from and against any and all losses, damages, costs and
expenses (including the fees and expenses of counsel) incurred by the Custodian
as a result of any improper or unauthorized use of such terminal by the Issuer
or by any others, unless the loss, damage, cost or expense is a result of the
Custodian’s negligence or willful misconduct.


 


(f)            All collections of funds or other
property to be paid in respect of Property in an Account shall be made for the
account of, and at the risk of, the Issuer, and the Custodian shall not be
liable to the Issuer in the event that the obligor on any Property (other than
Property issued by the Custodian) fails to make any payment due thereunder.


 


(g)           Absent negligence, the Custodian
shall have no liability for any loss occasioned by delay in the actual receipt of
notice by the Custodian of any payment, redemption or other transaction
regarding Property in an Account in respect of which the Custodian has agreed
to take action as provided in Section 3 hereof.  The Custodian shall not be liable for any loss resulting from, or
caused by, acts of governmental authorities (whether de jure or de facto),
including, without limitation, nationalization, expropriation and the
imposition of currency restrictions; devaluations of or fluctuations in the
value of currencies; changes in laws and regulations applicable to the banking
or securities industry; market conditions that prevent the orderly execution of
securities transactions or affect the value of Property; acts of war,
terrorism, insurrection or revolution; strikes or work stoppages; the inability
of a local clearing and settlement system to settle transactions for reasons
beyond the control of the Custodian or hurricane, cyclone, earthquake, volcanic
eruption, nuclear fusion, fission or radioactivity or other acts of God.


 


(h)           The Custodian shall have no liability
in respect of any loss, damage or expense suffered by the Issuer, insofar as
such loss, damage or expense arises from the performance of the Custodian’s
duties hereunder by reason of the Custodian’s reliance upon records that were
maintained for the Issuer by entities other than the Custodian prior to the
Custodian’s employment under this Agreement.


 


(i)            The Custodian shall have no
responsibility or liability to the Indenture Trustee for releasing any of the
Property held in an Account at the direction of the Issuer or its authorized
representatives in accordance with Section 11 hereof or, subject to Section 4
hereof, complying with Entitlement Orders concerning an Account from the Issuer
or its authorized representatives, which are received by the Custodian before
the Custodian receives a Notice of Exclusive Control from the Indenture Trustee
or its authorized representatives.  The
Custodian shall have no responsibility or liability to the Issuer for complying
with a Notice of Exclusive Control or complying thereafter with Entitlement
Orders concerning an Account originated by the Indenture


 


12

















 


Trustee.  The
Custodian shall have no duty to investigate or make any determination as to
whether a default or event of default exists under the Indenture, and shall
comply with a Notice of Exclusive Control without investigation even if the
Custodian receives a claim that no such default or event of default exists or
believes that no such default or event of default exists.  This Agreement does not create any
obligation or duty on the part of the Custodian other than those expressly set
forth herein.  Upon receipt of a Notice
of Exclusive Control with respect to an Account, the Custodian shall notify the
Issuer, with a copy to the Servicer, of its receipt of such Notice of Exclusive
Control.  The Custodian may fully rely,
and may take the actions herein set forth, notwithstanding any notice of
dispute between the Indenture Trustee and the Issuer.


 


(j)            The provisions of this Section shall
survive termination of this Agreement.


 


13.           No
Additional Duties.         The
parties acknowledge and agree that the Custodian shall not have any additional
duties other than those expressly provided herein.  The Custodian has not reviewed the Indenture
or the Servicing Agreement and shall have no responsibility or liability in
respect thereof.  Notwithstanding any
other provisions of this agreement, the Custodian shall have no duty,
obligation or liability to ensure compliance with any regulation or statute
applicable to the Issuer.


 


14.           Investment Limitations and Legal
or Contractual Restrictions or Regulations.  The Custodian shall not be liable to the Issuer and the Issuer
agrees to indemnify the Custodian and its nominees, for any loss, damage or
expense suffered or incurred by the Custodian or its nominees arising out of
any violation of any investment restriction or other restriction or limitation
applicable to the Issuer pursuant to any contract or any law or regulation,
unless the loss, damage or expense is a result of the Custodian’s negligence or
willful misconduct.  The provisions of
this Section 14 shall survive
termination of this Agreement.


 


15.           Fees and Expenses.  The Custodian shall be entitled to receive
such compensation for its services pursuant to this Agreement as may be
mutually agreed upon by the Custodian and the Issuer in writing from time to
time and the Custodian’s reasonable out-of-pocket or incidental expenses in
connection with the performance of this Agreement, including (but without
limitation) legal fees as described in this Agreement and/or deemed necessary
in the judgment of the Custodian to keep safe or protect the Property in the
Accounts.  The Issuer hereby agrees to hold
the Custodian harmless from any liability or loss resulting from any taxes or
other governmental charges, and any expense related thereto, which may be
imposed, or assessed with respect to any Property in the Accounts and also
agrees to hold the Custodian, or its nominees harmless from any liability as a
record holder of Property in the Accounts. 
The provisions of this Section shall survive the termination of this
Agreement.


 


All fees and other
amounts payable by the Issuer hereunder shall be paid by the Issuer to the
Custodian by wire transfer or check on March 31 and September 30 of each year,
beginning in March 2004, or if such day is not a business day, the following
business day (each, a “Remittance Date”). 
With respect to each Remittance Date, the Custodian shall be paid the
amounts shown on any invoice furnished by the Custodian to the Issuer, with a
copy to the Servicer, no later than the 15th day of the month prior
to the month in which such Remittance Date occurs, which invoice shall be in
reasonable detail, separately listing any expense, liability


 


13

















 


or loss (together with reasonable supporting documentation with respect
to any expense, liability or loss).


 


16.           Representations and Warranties.


 


(a)           The Issuer hereby represents and
warrants to the Custodian and the Indenture Trustee that:


 


(i)            the employment of the Custodian and
the allocation of fees, expenses and other charges to the Accounts as in this
Agreement provided, is not prohibited by law or any governing documents or
contracts to which it is subject;


 


(ii)           the terms of this Agreement do not
violate any obligation by which it is bound, whether arising by contract,
operation of law or otherwise;


 


(iii)          this Agreement has been duly authorized
by appropriate action and when executed and delivered will be binding upon it
in accordance with its terms; and


 


(iv)          it will deliver to the Custodian such
evidence of such authorization as the Custodian may reasonably require, whether
by way of a certified resolution or otherwise.


 


(b)           The Custodian hereby represents and
warrants to the Issuer and the Indenture Trustee that:


 


(i)            the terms of this Agreement do not
violate any obligation by which it is bound, whether arising by contract,
operation of law or otherwise;


 


(ii)           this Agreement has been duly
authorized by appropriate action and when executed and delivered will be
binding upon it in accordance with its terms, except (i) as may be limited by
bankruptcy, fraudulent conveyance, fraudulent transfer, insolvency,
reorganization, liquidation, receivership, moratorium or other similar laws now
or hereafter in effect relating to creditors’ rights generally, and by general
equitable principles, regardless of whether considered in a proceeding in equity
or at law and (ii) that the remedy of specific performance and injunctive and
other forms of equitable relief may be subject to equitable defenses and to the
discretion of the court before which any proceeding therefore may be brought;


 


(iii)          it will deliver to the Issuer such
reasonable evidence of such authorization as the Issuer may reasonably require,
whether by way of a certified resolution or otherwise;


 


(iv)          (a) it is and will remain a
“securities intermediary” within the meaning of such term in Section
8-102(a)(14) of Article 8 of the UCC, (b) it is and will remain a “securities
intermediary” within the meaning of such term in 31 C.F.R. §357.2 (Regulations
Governing Book-Entry Treasury Bonds, Notes and Bills) and (c) it has received a
copy of this Agreement signed by the Issuer and the Indenture Trustee;


 


(v)           each Account will be treated as a
Securities Account;


 


14

















 


(vi)          it is a bank or trust company located
within the United States having a combined capital and surplus of at least
$200,000,000 as set forth in its most recent published annual report of
condition and its long-term unsecured debt obligations are rated at least BBB+
by S&P and Baa1 by Moody’s;


 


(vii)         it is not a clearing corporation (as such
term is used in Section 8-102 of the UCC); and


 


(viii)        it does not have “notice” (as such term
is used in Section 8-105 of the UCC) of any right, title, interest or claim
(including, without limitation, any adverse claim) by any Person other than the
Indenture Trustee in or to any of the Property.


 


(c)           The Indenture Trustee hereby
represents and warrants to the Issuer and the Custodian that:


 


(i)            the terms of this Agreement do not
violate any obligation by which it is bound, whether arising by contract, operation
of law or otherwise;


 


(ii)           this Agreement has been duly
authorized by appropriate action and when executed and delivered will be
binding upon it in accordance with its terms except (i) as may be limited by
bankruptcy, fraudulent conveyance, fraudulent transfer, insolvency,
reorganization, liquidation, receivership, moratorium or other similar laws now
or hereafter in effect relating to creditors’ rights generally, and by general
equitable principles, regardless of whether considered in a proceeding in
equity or at law and (ii) that the remedy of specific performance and
injunctive and other forms of equitable relief may be subject to equitable
defenses and to the discretion of the court before which any proceeding
therefore may be brought;


 


(iii)          it will deliver to the Issuer such
reasonable evidence of such authorization as the Custodian may reasonably
require, whether by way of a certified resolution or otherwise;


 


(iv)          it is not a clearing corporation (as
such term is defined in Section 8-105 of the UCC); and


 


(v)           it does not have “notice” (as such
term is used in Section 8-105 of the UCC) of any right, title, interest or
claim (including, without limitation, any adverse claim) by any Person other
than the Indenture Trustee in or to any of the Property.


 


17.           No Petition.  The Custodian, by entering into this
Agreement, hereby covenants and agrees that it will not at any time institute
against the Issuer or join in any institution against the Issuer of, any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings,
or other proceedings under any federal or state bankruptcy or similar law in
connection with any obligations relating to this Agreement ; provided that
nothing in this paragraph shall preclude, or be deemed to estop, the Custodian
from taking any action prior to the expiration of the applicable preference
period in any involuntary proceeding filed or commenced against the Issuer by a
Person other than the Custodian or to otherwise limit any claims that the
Custodian may have against the Issuer.


 


15

















 


18.           Publicity.  The Issuer shall furnish to the Custodian at
its address for notice as set forth in Section 19, prior to any
distribution thereof, copies of any material prepared for distribution to any
persons who are not parties hereto that refer in any way to the Custodian.  The Issuer shall not distribute or permit
the distribution of such materials if the Custodian reasonably objects in
writing within ten (10) business days of receipt thereof (or such other time as
may be mutually agreed) after receipt thereof. 
The provisions of this Section shall survive the termination of this
Agreement.


 


19.           Notices.  Except as otherwise specifically provided
for in this Agreement, all notices and other communications between the parties
shall be (a) in writing and shall be either hand delivered or mailed by first
class mail, postage prepaid, or sent by electronic facsimile or courier to the
address below and (b) shall be deemed effective when received.


 


(a)                                  If
to the Issuer:


 


GE Capital Credit Card Master Note Trust


c/o General Electric Capital Corporation, as
Administrator


1600 Summer Street, 4th Floor


Stamford, CT 
06927


Attention: Portfolio Manager


Telecopy: 
(203) 961-2593


Telephone:  (203) 357-4328


 


(b)                                 If
to the Servicer:


 


Monogram Credit Card


Bank of Georgia


7840 Roswell Road


Bld. 100, Suite 210


Atlanta, Georgia 
30350


Telecopy: 
(770) 353-2464


Telephone: 
(770) 353-5337


 


(c)                                  If
to the Custodian:


 


Deutsche Bank Trust Company Americas


60 Wall Street, 26th Floor


MS NYC60-2606


New York, New York  10005


Attention: 
Corporate Trust & Agency Service


Telecopy:      (212) 797-8606


Telephone:    (212) 250-8522


 


(d)                                 If
to the Indenture Trustee:


 


Deutsche Bank Trust Company
Americas


60 Wall Street, 26th
Floor


 


16

















 


MS NYC60-2606


New York, New York  10005


Attention:  Corporate Trust & Agency Service


Telecopy:      (212) 797-8606


Telephone:    (212) 250-8522


 


Each party may change its address for
purposes hereof by giving notice to the other parties in accordance with the
provisions of this paragraph.


 


20.           Amendment, Modifications, etc.  No provision of this Agreement may be
amended, modified or waived except in a writing signed by the parties hereto
which satisfies the Rating Agency Condition. 
No waiver of any provision hereto shall be deemed a continuing waiver
unless it is so designated.  No failure
or delay on the part of either party in exercising any power or right under
this Agreement operates as a waiver, nor does any single or partial exercise of
any power or right preclude any other or further exercise thereof or the
exercise of any other power or right.


 


21.           Term; Termination.  (a) This Agreement may be terminated by the
Issuer by an instrument in writing delivered or mailed, postage prepaid, to the
Custodian and the Indenture Trustee (with a copy to the Rating Agencies), such
termination to take effect on the date of such delivery or receipt by the
Custodian; provided, however, that until a successor custodian shall have been
appointed by the Issuer (which successor Custodian shall satisfy the Rating
Agency Condition), and the Custodian shall have transferred the Financial
Assets and other Property as provided below, this Agreement shall continue in
full force and effect.


 


(b)           This Agreement may be terminated by
the Custodian by an instrument in writing delivered or mailed, postage prepaid,
to the Issuer and the Indenture Trustee (with a copy to the Rating Agencies),
such termination to take effect not sooner than (i) thirty (30) days after the
date of such delivery or mailing if Deutsche Bank Trust Company Americas is
being replaced as Indenture Trustee under the Indenture, or (ii) ninety (90)
days after the date of such delivery or mailing; provided, however, that until
a successor custodian shall have been appointed, which successor Custodian
shall satisfy the Rating Agency Condition, and the Custodian shall have
transferred the Property as provided below to such successor custodian, this
Agreement shall continue in full force and effect.  If such successor custodian is not appointed by the Issuer within
ninety (90) days of the delivery by the Custodian of its notice of termination
of this Agreement, the Indenture Trustee acting alone shall designate such successor
custodian, in writing delivered to the Issuer and the Custodian, selected from
among the ten largest commercial banks (in terms of deposit) in New York City
or in accordance with the directions of a final order or judgment of a court of
competent jurisdiction.  If a successor
custodian shall be appointed as herein provided upon termination of this
Agreement, the Custodian shall transfer all Property to the designated account
of the successor custodian physically or in the appropriate book-entry system,
if feasible, and thereupon the Custodian shall be discharged from any and all
further responsibility hereunder.


 


22.           Assignments.  The Custodian acknowledges that the Issuer’s
rights under this Agreement have been pledged to the Indenture Trustee in its
capacity as indenture trustee as security for the obligations of the Issuer
described as secured obligations in the Indenture.  From


 


17

















 


and after the date on which the Custodian receives a
Notice of Exclusive Control, the Custodian agrees to perform its duties
hereunder for the benefit of the Indenture Trustee and its successors and
assigns and agrees that it will only accept instructions from the Indenture
Trustee.  Except as otherwise provided
in the first sentence of this Section, this Agreement shall not be assignable
by any party, except as otherwise provided in this Agreement, but shall bind
the successors in interest of the Issuer and the Custodian.


 


23.           Location of Custodian.  Regardless of any provision in any such
agreement, the state of New York shall be deemed to be Custodian’s location for
the purposes of this Agreement and the perfection and priority of the Indenture
Trustee’s security interest in the Accounts and the Financial Assets and other
Property credited thereto.


 


24.           Governing Law.  THIS AGREEMENT AND THE OBLIGATIONS ARISING
HEREUNDER SHALL IN ALL RESPECTS, INCLUDING ALL MATTERS OF CONSTRUCTION,
VALIDITY AND PERFORMANCE, BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


 


EACH PARTY HERETO HEREBY
CONSENTS AND AGREES THAT THE STATE OR FEDERAL COURTS LOCATED IN THE BOROUGH OF
MANHATTAN IN NEW YORK CITY SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND
DETERMINE ANY CLAIMS OR DISPUTES BETWEEN THEM PERTAINING TO THIS AGREEMENT OR
TO ANY MATTER ARISING OUT OF OR RELATING TO THIS AGREEMENT; PROVIDED, THAT EACH PARTY
HERETO ACKNOWLEDGES THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY
A COURT LOCATED OUTSIDE OF THE BOROUGH OF MANHATTAN IN NEW YORK CITY.  EACH PARTY HERETO SUBMITS AND CONSENTS IN
ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT,
AND EACH PARTY HERETO HEREBY WAIVES ANY OBJECTION THAT SUCH PARTY MAY HAVE
BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM  NON  CONVENIENS AND HEREBY CONSENTS
TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY
SUCH COURT.  EACH PARTY HERETO HEREBY
WAIVES PERSONAL SERVICE OF THE SUMMONS, COMPLAINT AND OTHER PROCESS ISSUED IN ANY
SUCH ACTION OR SUIT AND AGREES THAT SERVICE OF SUCH SUMMONS, COMPLAINT AND
OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO SUCH
PARTY AT ITS ADDRESS DETERMINED IN ACCORDANCE WITH SECTION 19 AND THAT SERVICE
SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF SUCH PARTY’S ACTUAL
RECEIPT THEREOF OR THREE DAYS AFTER DEPOSIT IN THE UNITED STATES MAIL, PROPER
POSTAGE PREPAID.  NOTHING IN THIS
SECTION SHALL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE LEGAL PROCESS IN
ANY OTHER MANNER PERMITTED BY LAW.


 


BECAUSE DISPUTES ARISING
IN CONNECTION WITH COMPLEX FINANCIAL TRANSACTIONS ARE MOST QUICKLY AND
ECONOMICALLY RESOLVED BY AN EXPERIENCED AND EXPERT PERSON AND THE PARTIES


 


18

















 


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


 


25.           Severability.  Any provision of this Agreement that is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.


 


26.           Entire Agreement.  This Agreement, together with all Schedules
and Exhibits attached hereto, contain the entire agreement between the parties
relating to the subject matter hereof and supersedes any oral statements and
prior writings with respect thereto.


 


27.           Headings.  The headings of the paragraphs hereof are
included for convenience of reference only and do not form a part of this
Agreement.


 


28.           Counterparts.  This Agreement may be executed in any number
of counterparts, each of which when so executed shall be deemed an original,
but all such counterparts shall together constitute but one and the same
instrument.


 


29.           Agents.  The Custodian hereby acknowledges that it
has been advised that any agent of the Issuer may act on behalf of the Issuer
hereunder for purposes of all consents, amendments, waivers and other actions
permitted or required to be taken, delivered or performed by the Issuer, and
the Indenture Trustee agrees that any such action taken by an agent on behalf
of the Issuer shall satisfy the Issuer’s obligations hereunder.


 


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


 


19

















 


IN WITNESS
WHEREOF, each of the parties has caused its duly authorized signatories to
execute this Agreement as of the date first written above.


 


	
   

  	
  DEUTSCHE
  BANK TRUST COMPANY

  
	
   

  	
  AMERICAS,

  
	
   

  	
  as Custodian

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Susan Barstock

  
	
   

  	
  Name:

  	
  Susan Barstock

  
	
   

  	
  Title:

  	
  Vice President

  
					



 


 


 


Custody and
Control Agreement


 


S-1

















 


	
   

  	
  GE CAPITAL CREDIT CARD MASTER NOTE TRUST,

  
	
   

  	
  as
  Issuer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  The Bank of New York
  (Delaware), not in its individual capacity, but solely as Trustee

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ William T. Lewis

  
	
   

  	
   

  	
  Name:

  	
  William T. Lewis

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President

  
	
   

  	
   

  
						



 


2

















 


	
   

  	
  DEUTSCHE
  BANK TRUST COMPANY

  
	
   

  	
  AMERICAS,

  
	
   

  	
  as Indenture Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Susan Barstock

  
	
   

  	
  Name:

  	
  Susan Barstock

  
	
   

  	
  Title:

  	
  Vice President

  
					



 


3

















 


EXHIBIT A


 


INDENTURE TRUSTEE’S NOTICE OF
EXCLUSIVE CONTROL


 


              ,
200   


 


TO:                            Deutsche
Bank Trust Company Americas

[                                                        ]

[                                                        ]

Attention: 
                                       


Re:          Notice of Exclusive Control — [          ] Account No. [            
]


 


Dear Sirs:


 


Pursuant to the
provisions of the Custody and Control Agreement (the “Agreement”), dated as of
September 25, 2003, among the undersigned as Indenture Trustee, GE Capital
Credit Card Master Note Trust, as Issuer, and you as Custodian, the undersigned
hereby gives notice of the exercise of exclusive control over the
[ACCOUNT/ACCOUNT NO.].  Subject to the
provisions of the Agreement, you are hereby instructed to transfer and credit
on your books and records all Property in the [ACCOUNT/ACCOUNT NO.] [to an
account in the name of the undersigned as the Entitlement Holder].


 


In accordance with
the Agreement, you are hereby notified to cease complying with Entitlement
Orders or other directions concerning the [ACCOUNT/ACCOUNT NO.] or the
Financial Assets [and other Property] therein originated by the Issuer or its
representatives.


 

















 


All capitalized
terms used herein without definition have the same meanings as are ascribed to
such terms in the Agreement.


 


	
   

  	
  Very truly
  yours,

  
	
   

  	
   

  
	
   

  	
  DEUTSCHE
  BANK TRUST COMPANY

  AMERICAS, as

  
	
   

  	
  Indenture
  Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title: