EXHIBIT 4.12


 


 


TRANSFER AGREEMENT


 


between


 


RFS HOLDING, L.L.C.,


 


Transferor,


 


and


 


GE CAPITAL CREDIT CARD MASTER NOTE TRUST,


 


Buyer,


 


Dated as of September 25, 2003


 

















 


TABLE OF CONTENTS


 


	
  ARTICLE I

  	
  DEFINITIONS

  	
   

  
	
   

  	
  Section 1.1

  	
  Definitions

  	
   

  
	
   

  	
  Section 1.2

  	
  Other
  Interpretive Matters

  	
   

  
	
  ARTICLE II

  	
  SALES AND CONTRIBUTIONS

  	
   

  
	
   

  	
  Section 2.1

  	
  Sales
  and Contributions

  	
   

  
	
   

  	
  Section 2.2

  	
  Acceptance
  by Buyer

  	
   

  
	
   

  	
  Section 2.3

  	
  Grant
  of Security Interest

  	
   

  
	
   

  	
  Section 2.4

  	
  Purchase
  Price; Issuance of Notes

  	
   

  
	
   

  	
  Section 2.5

  	
  Adjustments

  	
   

  
	
   

  	
  Section 2.6

  	
  Addition
  of Accounts

  	
   

  
	
   

  	
  Section 2.7

  	
  Removal
  of Accounts

  	
   

  
	
   

  	
  Section 2.8

  	
  Discount
  Option

  	
   

  
	
   

  	
  Section 2.9

  	
  Additional
  Transferors

  	
   

  
	
   

  	
  Section 2.10

  	
  Additional
  Originators

  	
   

  
	
  ARTICLE III

  	
  CONDITIONS
  PRECEDENT

  	
   

  
	
   

  	
  Section 3.1

  	
  Conditions
  to Initial Transfer

  	
   

  
	
   

  	
  Section 3.2

  	
  Conditions
  to all Transfers

  	
   

  
	
  ARTICLE IV

  	
  OTHER MATTERS RELATING TO TRANSFEROR

  	
   

  
	
   

  	
  Section 4.1

  	
  Merger
  or Consolidation of, or Assumption of the Obligations of, Transferor etc.

  	
   

  
	
  ARTICLE V

  	
  BANKRUPTCY EVENTS

  	
   

  
	
   

  	
  Section 5.1

  	
  Rights
  upon the Occurrence of a Bankruptcy Event

  	
   

  
	
  ARTICLE VI

  	
  REPRESENTATIONS, WARRANTIES AND COVENANTS

  	
   

  
	
   

  	
  Section 6.1

  	
  Representations
  and Warranties of Transferor

  	
   

  
	
   

  	
  Section 6.2

  	
  Affirmative
  Covenants of Transferor

  	
   

  
	
   

  	
  Section 6.3

  	
  Negative
  Covenants of Transferor

  	
   

  
	
   

  	
  Section 6.4

  	
  No-Petition
  Covenant of Buyer

  	
   

  
	
  ARTICLE VII

  	
  MISCELLANEOUS

  	
   

  
	
   

  	
  Section 7.1

  	
  Notices

  	
   

  
	
   

  	
  Section 7.2

  	
  No
  Waiver; Remedies

  	
   

  
					



 


i

















 


	
   

  	
  Section 7.3

  	
  Successors
  and Assigns

  	
   

  
	
   

  	
  Section 7.4

  	
  Termination

  	
   

  
	
   

  	
  Section 7.5

  	
  Survival

  	
   

  
	
   

  	
  Section 7.6

  	
  Complete
  Agreement; Modification of Agreement

  	
   

  
	
   

  	
  Section 7.7

  	
  GOVERNING
  LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL

  	
   

  
	
   

  	
  Section 7.8

  	
  Counterparts

  	
   

  
	
   

  	
  Section 7.9

  	
  Severability

  	
   

  
	
   

  	
  Section 7.10

  	
  Section Titles

  	
   

  
	
   

  	
  Section 7.11

  	
  No
  Setoff

  	
   

  
	
   

  	
  Section 7.12

  	
  Confidentiality

  	
   

  
	
   

  	
  Section 7.13

  	
  Further
  Assurances

  	
   

  
	
   

  	
  Section 7.14

  	
  Accounting
  Changes

  	
   

  
	
   

  	
  Section 7.15

  	
  No
  Indirect or Consequential Damages

  	
   

  
	
   

  	
  Section 7.16

  	
  Limitation
  of Liability of the Trustee

  	
   

  
	
  SCHEDULES

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SCHEDULE 1

  	
  List of Accounts

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SCHEDULE 6.1(a)

  	
  Transferor’s
  UCC Information

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  EXHIBITS

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  EXHIBIT A

  	
  Form of Assignment of Transferred
  Receivables in Additional Accounts

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  EXHIBIT B

  	
  Form of Reassignment of Transferred
  Receivables in Removed Accounts

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  EXHIBIT C

  	
  Form of Opinion of Counsel with Respect to
  Amendments

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  EXHIBIT D

  	
  Form of Opinion of Counsel with Respect to
  Additional Accounts

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  EXHIBIT E

  	
  Annual Opinion

  	
   

  
							



 


ii

















 


TRANSFER
AGREEMENT, dated as of September 25, 2003 (this “Agreement”),
between RFS HOLDING, L.L.C., a Delaware limited liability company, as
Transferor (“Transferor”) and GE CAPITAL CREDIT CARD MASTER NOTE TRUST,
a Delaware statutory trust, as Buyer (“Buyer”).


 


In
consideration of the premises and the mutual covenants hereinafter contained,
and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:


 


ARTICLE I



DEFINITIONS


Section 1.1             Definitions.


 


“Account”
means each Initial Account and each Additional Account, but excludes any credit
card accounts all of the Receivables in which are either reassigned or assigned
to Transferor or its designee in accordance with this Agreement or the Trust
Receivables Purchase Agreement, and any Accounts which in accordance with
Transferor’s customary practices have been removed from Transferor’s computer
records due to lack of activity.  The
term “Account” includes each account into which an Account is transferred (a “Transferred
Account”) so long as (a) such transfer is made in accordance with the
Credit and Collections Policies and (b) such Transferred Account can be traced
or identified, by reference to or by way of any Account Schedule delivered
to Buyer pursuant to this Agreement, as an account into which an Account has
been transferred.  Notwithstanding the
foregoing, no account in a Dual Card Program shall be deemed to be a
“Transferred Account” with respect to any Account in a Private Label
Program.  Any Account in which the
Principal Receivables have become Charged-Off Receivables shall cease to be an
Account for all purposes other than the calculation of Recoveries, and no
existing balance or future charges on such account shall be deemed to be
Transferred Receivables notwithstanding any subsequent reaffirmation of such
account by the Obligor and any resulting action by Originator.  The term Account includes an Additional
Account only from and after its Addition Date and includes any Removed Account
only prior to its Removal Date.  To
avoid doubt, and without limiting the foregoing, each Flagged Account is an
Account.


 


“Accounting
Changes” means, with respect to any Person: (a) changes in accounting
principles required by the promulgation of any rule, regulation, pronouncement
or opinion of the Financial Accounting Standards Board of the American
Institute of Certified Public Accountants (or any successor thereto or any
agency with similar functions); (b) changes in accounting principles concurred
by such Person’s certified public accountants; (c) purchase accounting
adjustments under Financial Accounting Statement 140 and EITF 88-16, and the
application of the accounting principles set forth in Financial Accounting
Statement 109, including the establishment of reserves pursuant thereto and any
subsequent reversal (in whole or in part) of such reserves; and (d) the
reversal of any reserves established as a result of purchase accounting
adjustments.


 

















 


“Account
Schedule” means a computer file or microfiche list containing a true and
complete list of Accounts, identified by account number (or by an alpha-numeric
identifier that uniquely and objectively identifies the applicable account
number pursuant to a protocol that has been provided to the Buyer) and setting
forth the receivables balance for each as of (i) the applicable Addition
Cut-Off Date, in the case of an Account Schedule relating to Additional
Accounts, (ii) the Removal Notice Date, in the case of an Account
Schedule relating to Removed Accounts or (iii) the date specified therein,
in the case of any Account Schedule relating to Transferred Accounts or
any other Account Schedule.  Notwithstanding
the foregoing, the initial Account Schedule does not set forth receivables
balances, and any failure to set forth receivables balances in such a file or
list shall not impair the file’s or list’s effectiveness as an Account
Schedule.


 


“Addition
Cut-Off Date” means the date as of which any credit card accounts are
designated to be included as Additional Accounts, as specified in the related
Assignment.


 


“Addition
Date” means, as to any Additional Accounts, the date as of which
receivables outstanding in such Additional Account are first sold or
contributed to Buyer, as specified in the related Assignment.


 


“Additional
Accounts” is defined in Section 2.6(a).


 


“Additional
Retailer” means any retailer for which Originator maintains a Private Label
Program, a Dual Card Program or both, which is designated as an “Additional
Retailer” (a) prior to the RFS Funding Trust Termination Date in accordance
with the Trust Receivables Purchase Agreement or (b) thereafter in accordance
with Section 2.6(e).


 


“Administration
Agreement” means that certain Administration Agreement dated as of
September 25, 2003, among the Administrator, the Buyer and the Trustee.


 


“Administrator”
means GE Capital, in its capacity as Administrator under the Administration
Agreement, or any other Person designated as a successor Administrator.


 


“Affiliate”
means, with respect to any Person, (a) each Person that, directly or
indirectly, owns or controls, whether beneficially, or as a trustee, guardian
or other fiduciary, five percent (5%) or more of the securities having ordinary
voting power in the election of directors of such Person, (b) each Person that
controls, is controlled by or is under common control with such Person, or (c)
each of such Person’s officers, directors, joint venturers and partners. For
the purposes of this definition, “control” of a Person means the possession,
directly or indirectly, of the power to direct or cause the direction of its
management or policies, whether through the ownership of voting securities, by
contract or otherwise.


 


“Aggregate
Principal Receivables” means, as of any date of determination, the
aggregate Outstanding Balance of Principal Receivables as of such date
(excluding Principal Receivables that are Specified Retailer Receivables with
respect to any date of determination prior to the RFS Funding Trust Termination
Date), plus the principal amount of any Participation Interests, minus the
Borrowing Base (as defined in the RFS


 


2

















 


Funding Trust
Agreement) for that Monthly Period; provided that for purposes of calculating
the Note Trust Principal Balance, the Borrowing Base (as defined in the RFS
Funding Trust Agreement) shall not be subtracted from the Aggregate Principal
Receivables.


 


“Aggregate
Reassignment Amount” means, for any reassignment of the Transferred
Receivables pursuant to Section 6.1(f), the aggregate outstanding
amount of Transferred Receivables (including Principal Receivables and Finance
Charge Receivables) as of the end of the last preceding Monthly Period; provided
that in no event shall the Aggregate Reassignment Amount be less than the
amount specified pursuant to the Indenture.


 


“Agreement”
is defined in the preamble.


 


“Agreement
Termination Date” is defined in Section 7.4.


 


“Assignment”
is defined in Section 2.6(d).


 


“Authorized
Officer” means, with respect to any corporation or statutory trust, the
Chairman or Vice-Chairman of the Board, the President, any Vice President, the
Secretary, the Treasurer, any Assistant Secretary, any Assistant Treasurer and
each other officer of such corporation or trustee or of such trust specifically
authorized in resolutions of the Board of Directors of such corporation or by
the governing documents or agreements of such trust to sign agreements,
instruments or other documents on behalf of such corporation or statutory trust
in connection with the transactions contemplated by the Related Documents.


 


“Banana
Republic Program Agreement” means that certain Amended and Restated
Consumer Credit Card Program Agreement, dated as of August 29, 2000, by
and among Gap, Inc. and Monogram.


 


“Banana
Republic Retailers” means Gap, Inc. d/b/a Banana Republic and its permitted
assigns under the Banana Republic Program Agreement.


 


“Bank
Receivables Sale Agreement” means the Receivables Sale Agreement dated as
of June 27, 2003, between Monogram and Transferor.


 


“Bankruptcy
Event” means, as to any Person, any of the following events: (a) a case or
proceeding shall have been commenced against such Person seeking a decree or
order in respect of such Person (i) under any Debtor Relief Law, (ii)
appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator
(or similar official) for any such Person or for any substantial part of such
Person’s assets, or (iii) ordering the winding-up or liquidation of the affairs
of any such Person; and in the cases of GE Capital or any of its Affiliates,
any of the foregoing shall continue for 60 days or the applicable order or
relief shall have been granted or (b) such Person shall (i) file a petition
seeking relief under any Debtor Relief Law, (ii) consent or fail to object in a
timely and appropriate manner to the institution of proceedings thereunder or
to the filing of any such petition or to the appointment of or taking
possession by a custodian,


 


3

















 


receiver,
liquidator, assignee, trustee or sequestrator (or similar official) for such
Person or for any substantial part of such Person’s assets, (iii) make an
assignment for the benefit of creditors, or (iv) take any corporate or
statutory trust action in furtherance of any of the foregoing.


 


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


 


“Buyer”
is defined in the preamble.


 


“Charged-Off
Receivable” means a Principal 
Receivable (or any portion thereof) arising in an Account which either
(a) is 180 days past due or (b) has otherwise been written off as uncollectible
in accordance with the Credit and Collection Policies.  To avoid doubt, a Principal Receivable shall
become a Charged-Off Receivable upon the earlier of the events described in
clause (a) or clause (b) to occur with respect to the related Account.


 


“Closing
Date” means September 25, 2003.


 


“Collateral
Amount” is defined, with respect to any Series, in the Indenture Supplement
for such Series.


 


“Collection
Account” means the deposit account from time to time designated as the
“Collection Account” pursuant to the Indenture.


 


“Collections”
means, for any Receivable for any period, (a) the sum of all amounts, whether
in the form of cash, checks, drafts, or other instruments, received by
Originator or Servicer in payment of, or applied to, any amount owed by an
Obligor on account of such Receivable during such period, including all amounts
received on account of such Receivable, all other fees and charges, (b)
Recoveries and cash proceeds of Related Security with respect to such
Receivable and (c) any in-store payments received by a Retailer, Servicer or
Originator with respect to such Receivable.


 


“Contract”
means the agreement and Federal Truth in Lending Statement for revolving credit
card accounts between any Obligor and Originator, as such agreements may be
amended, modified, or otherwise changed from time to time.


 


“Credit and
Collection Policies” means, with respect to each credit card program from
which Accounts are drawn, Originator’s policies and procedures relating to the
operation of such credit card program, including the policies and procedures
for determining the creditworthiness of Obligors and the extension of credit to
Obligors, and relating to the maintenance of credit card accounts and collection
of credit card receivables, as such policies and procedures may be amended from
time to time.


 


“Credit
Card Program Agreement” means one or more agreements between Originator and
a Retailer pursuant to which Originator provides a Private Label Program, a Dual
Card Program or both to the Retailer and its customers.


 


4

















 


“Custody
and Control Agreement” means the Custody and Control Agreement, dated as of
September 25, 2003, between the Buyer and the Indenture Trustee.


 


“Date of
Processing” means, as to any transaction, the day on which the transaction
is first recorded on Servicer’s computer file of consumer revolving accounts
(without regard to the effective date of such recordation).


 


“Debtor
Relief Laws” means Title 11 of the United States Code, the Federal Deposit
Insurance Act and all other applicable liquidation, conservatorship,
bankruptcy, moratorium, rearrangement, receivership, insolvency,
reorganization, suspension of payments, readjustment of debt, marshalling of
assets or similar debtor relief laws of the United States, any state or any
foreign country from time to time in effect, affecting the rights of creditors
generally.


 


“Discount
Option Receivables” is defined in Section 2.8(b).


 


“Discount
Option Receivables Collections” is defined in Section 2.8(c).


 


“Discount
Percentage” is defined in Section 2.8(a).


 


“Dual Card
Program” means any arrangement in which Originator agrees to extend general
purpose credit card accounts to customers of a Retailer, which accounts combine
a private label credit line for use at the Retailer’s retail establishments or
in its catalogue sales business and a general purpose credit line for use
elsewhere.


 


“Early
Amortization Event” means an “Early Amortization Event” for any series of
Notes, as defined in the Indenture and the applicable supplement to the
Indenture relating to that series of Notes.


 


“Eligible
Account” means a credit card account that satisfies the definition of
“Eligible Account” in the Bank Receivables Sale Agreement as of the applicable
date specified therein.


 


“Eligible
Receivable” means a Receivable that satisfies the definition of “Eligible
Receivable” in the Bank Receivables Sale Agreement; it being understood that
references to “Buyer” and “Seller” in such definition shall be deemed to refer
to Buyer and Transferor as defined in this Agreement.


 


“Excess
Funding Account” means the deposit account from time to time designated as
the “Excess Funding Account” pursuant to the Indenture.


 


“Finance
Charge Receivables” means Receivables created in respect of periodic
finance charges, late fees, returned check fees and all other similar fees and
charges billed or accrued and unpaid on an Account.


 


“Flagged
Account” is defined in Section 2.1(c).


 


5

















 


“Free
Equity Amount” means, at any time, the excess, if any, of the Note Trust
Principal Balance over the sum of the Collateral Amounts for all outstanding
series of Notes.


 


“GAAP”
means generally accepted accounting principles in the United States of America
in effect from time to time.


 


“Gap
Program Agreement” means that certain Consumer Credit Card Program
Agreement, dated as of August 28, 2000, by and among Gap, Inc. and
Monogram.


 


“Gap
Retailers” means Gap, Inc. and its permitted assigns under the Gap Program
Agreement.


 


“GE Capital”
means General Electric Capital Corporation, a Delaware corporation.


 


“GECAF
Retailer” means each retailer who is from time to time a party to a dealer
agreement with Monogram relating to Monogram’s GECAF private label credit card
program.


 


“Governmental
Authority” means any nation or government, any state or other political
subdivision thereof, and any agency, department or other entity exercising
executive, legislative, judicial, regulatory or administrative functions of or
pertaining to government.


 


“Inactive
Account” is defined in Section 2.7(d).


 


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


 


“Indenture
Security Agreement” means the Indenture Security Agreement, dated as of
September 25, 2003, between RFS Funding Trust and the Indenture Trustee.


 


“Indenture
Supplement” means, with respect to any Series, a supplement to the
Indenture, executed and delivered in connection with the original issuance of
the Notes of such Series pursuant to Section 2.8 of the Indenture,
and an amendment to the Indenture executed pursuant to Sections 9.1 or 9.2
of the Indenture, and, in either case, including all amendments thereof and
supplements thereto.


 


“Indenture
Trustee” means Deutsche Bank Trust Company Americas and its successors and
assigns under the Indenture.


 


“Ineligible
Receivable” is defined in Section 6.1(d).


 


“Initial
Account” means each open end credit card account included in the “Accounts”,
as that term is defined in the Trust Receivables Purchase Agreement,
immediately prior to the RFS Funding Trust Termination Date.  The Initial Accounts will


 


6

















 


be identified
in the Account Schedule delivered in connection with the RFS Funding Trust
Termination Date.


 


 “Insurance Proceeds” means any amounts
payable to Originator pursuant to any credit insurance policies covering any
Obligor with respect to Receivables under such Obligor’s Account.


 


“Involuntary
Removal” is defined in Section 2.7(b).


 


“JCPenney
Program Agreement” means that certain Consumer Credit Card Program
Agreement, dated as of December 6, 1999, by and between J.C. Penney
Company, Inc. and Monogram.


 


“JCPenney
Retailers” means J.C. Penney Company, Inc. and other Authorized Entities as
such term is defined in the J.C. Penney Program Agreement.


 


“Lien”
means any mortgage or deed of trust, pledge, hypothecation, assignment, deposit
arrangement, lien, charge, claim, security interest, easement or encumbrance,
or preference, priority or other security agreement or preferential arrangement
of any kind or nature whatsoever (including any lease or title retention
agreement, any financing lease having substantially the same economic effect as
any of the foregoing, and the filing of, or agreement to give, any financing
statement perfecting a security interest under the UCC or comparable law of any
jurisdiction).


 


“Litigation”
means, with respect to any Person, any action, claim, lawsuit, demand,
investigation or proceeding pending or threatened against such Person before
any court, board, commission, agency or instrumentality of any federal, state,
local or foreign government or of any agency or subdivision thereof or before
any arbitrator or panel of arbitrators.


 


“Lowe’s
Retailers” means each of Lowe’s Companies, Inc., Lowe’s Home Centers, Inc.,
The Contractor Yard, Inc., Lowe’s HIW, Inc. and certain of their affiliates.


 


“Material
Adverse Effect” means a material adverse effect on (a) the ability of
Transferor to perform any of its obligations under the Related Documents in
accordance with the terms thereof, (b) the validity or enforceability of any
Related Document or the rights and remedies of Transferor or Buyer under any
Related Document or (c) the Transferred Receivables, the Contracts therefor,
the Note Trust Certificate or the ownership interests or Liens of Transferor or
Buyer thereon or the priority of such interests or Liens.


 


“Maximum
Addition Amount” means, with respect to any Addition Date:


 


(a)  an aggregate principal
balance as of such Addition Date of Additional Accounts not in excess of lesser
of:


 


(i)            the
result of (A) 15% of the Aggregate Principal Receivables determined as of the
first day of the third preceding Monthly


 


7

















 


Period minus
(B) the Aggregate Principal Receivables in all of the Accounts that have been
designated as Additional Accounts since the first day of the third preceding
Monthly Period (measured for each such Additional Account as of the applicable
Addition Cut-Off Date); and


 


(ii)           the
result of (A) 20% of the Aggregate Principal Receivables determined as of the
first day of the calendar year in which such Addition Date occurs minus (B) the
Aggregate Principal Receivables in all of the Accounts that have been
designated as Additional Accounts since the first day of such calendar year
(measured, for each such Additional Account, as of the applicable Addition
Cut-Off Date); and


 


(b)  a total number of
Additional Accounts not in excess of the lesser of:


 


(i)            the
result of (A) 15% of the total number of Accounts determined as of the first
day of the third preceding Monthly Period minus (B) the total number of
Accounts that have been designated as Additional Accounts since the first day
of the third preceding Monthly Period; and


 


(ii)           the
result of (A) 20% of the total number of Accounts determined as of the first
day of the calendar year in which such Addition Date occurs minus (B) the total
number of Accounts that have been designated as Additional Accounts since the
first day of such calendar year.


 


“Minimum
Free Equity Amount” means the minimum Free Equity Amount that Buyer is
required to maintain pursuant to the Indenture.


 


“Monogram”
means Monogram Credit Card Bank of Georgia, a bank organized under the laws of
the State of Georgia.


 


“Montgomery
Ward” means Montgomery Ward & Co. Incorporated.


 


“Monthly
Period” means, as to each Payment Date, the period beginning on the 22nd
day of the second preceding calendar month and ending on the 21st
day of the immediately preceding calendar month; provided that the
Monthly Period related to the November 2003 Payment Date shall mean the
period from and including the Closing Date to and including October 21,
2003.


 


“Note”
means any note issued by Buyer, and authenticated by the Indenture Trustee
pursuant to the Indenture.


 


“Note Trust
Certificate” means the certificate captioned “Note Trust Certificate” and
dated June 27, 2003, representing a beneficial interest in a portion of
the assets held by the RFS Funding Trust, issued pursuant to the RFS Funding
Trust Agreement.


 


“Note Trust
Principal Balance” means, as of any time of determination falling within or
relating to a Monthly Period, the result of (a) the Aggregate Principal


 


8

















 


Receivables at
that time, plus (b) the amount on deposit in the Excess Funding Account at that
time (exclusive of any investment earnings on such amount), minus (c) before
the RFS Funding Trust Termination Date, the Borrowing Base (as defined in the
RFS Funding Trust Agreement) for that Monthly Period.


 


“Obligor”
means, with respect to any Receivable, any Person obligated to make payments in
respect thereof.


 


“Officer’s
Certificate” means, with respect to any Person, a certificate signed by an
Authorized Officer of such Person.


 


“Old Navy
Program Agreement” means that certain Consumer Credit Card Program
Agreement, dated as of August 28, 2000, by and among Gap, Inc. and
Monogram.


 


“Old Navy
Retailers” means Gap, Inc. d/b/a Old Navy and its permitted assigns under
the Old Navy Program Agreement.


 


“Opinion of
Counsel” means a written opinion of counsel, who may be counsel for, or an
employee of, the Person providing the opinion.


 


“Originator”
means Monogram or any other originator so designated pursuant to
Section 2.10 of the Trust Receivables Purchase Agreement or this
Agreement.


 


“Outstanding
Balance” means, with respect to any Principal Receivable: (a) as of the
Transfer Date for that Principal Receivable, the outstanding amount of such
Principal Receivable as reflected on Servicer’s books and records (after giving
effect to any recharacterization of any portion of such Principal Receivable as
a Finance Charge Receivable pursuant to Section 2.8); and (b) thereafter,
the amount referred to in clause (a) minus Collections with respect to
that Principal Receivable that are allocable to a reduction of the Outstanding
Balance thereof minus any subsequent discounts to or any other modifications
that reduce such Outstanding Balance; provided, that the Outstanding
Balance of a Charged-Off Receivable shall equal zero.


 


“Participation
Interest” is defined in the Bank Receivables Sale Agreement.


 


 “Payment Date” means, except as
otherwise specified in any supplement to the Indenture, the 15th day
of each calendar month, or if the 15th day is not on a Business Day,
the next Business Day.


 


“Permitted
Encumbrances” means the following encumbrances: (a) Liens for taxes or
assessments or other governmental charges not yet due and payable; (b) inchoate
and unperfected workers’, mechanics’, suppliers’ or similar Liens arising in
the ordinary course of business; and (c) presently existing or hereinafter
created Liens in favor of, or created by, Buyer.


 


“Person”
means any individual, sole proprietorship, partnership, joint venture,
unincorporated organization, trust, association, corporation (including a
business or


 


9

















 


statutory
trust), limited liability company, institution, public benefit corporation,
joint stock company, Governmental Authority or any other entity of whatever
nature.


 


“Principal
Receivable” means each Receivable, other than a Finance Charge Receivable.


 


“Prior
Transfer Agreement” means that certain Third Amended and Restated
Receivables Transfer Agreement dated as of September 25, 1997, amended and
restated as of July 22, 1998, as of March 22, 2001 and as of
December 30, 2002 between Originator and RFS Funding Trust.


 


“Private
Label Program” means a business arrangement in which Originator agrees to
extend open end credit card accounts to customers of such Retailer and such
Retailer agrees to allow purchases to be made at its retail establishments, or
in its catalogue sales business, under such accounts.


 


“Purchase
Date” means each Business Day.


 


“Purchase
Price” is defined in Section 2.4(a).


 


“Rating
Agency” means, as to any class of Notes, the rating agency or agencies, if
any, specified in the related supplement to the Indenture.


 


“Rating
Agency Condition” means, with respect to any action, that each Rating
Agency, if any, shall have notified Buyer in writing that such action will not
result in a reduction or withdrawal of the rating, if any, of any outstanding
class of Notes with respect to which it is a Rating Agency.


 


“Reassignment”
is defined in Section 2.7(a).


 


“Receivable”
means any amount owing by an Obligor under an Account from time to time.


 


“Receivables
Trust” means (a) prior to the RFS Funding Trust Termination Date, the RFS
Funding Trust and (b) on and after the RFS Funding Trust Termination Date,
Buyer.


 


“Records”
means all Contracts and other documents, books, records and other information
(including computer programs, tapes, disks, data processing software and
related property and rights) prepared and maintained by Originator, Servicer,
or any Sub-Servicer with respect to the Transferred Receivables and the
Obligors thereunder.


 


“Recoveries”
means (a) so long as the servicing arrangement described in Section 2.1(b)
of the Bank Receivables Sale Agreement remains in effect, amounts allocated to
the Transferred Receivables pursuant to that Section and (b) if at any
time that servicing arrangement no longer remains in effect, with respect to
any Transferred Receivable, (i) Collections of such Transferred Receivable
received after such Transferred Receivable was charged off as uncollectible but
before any sale or other disposition of such


 


10

















 


Transferred
Receivable after charge off; and (ii) any proceeds from such a sale or other
disposition by Transferor of such a charged off Transferred Receivable, in each
of clauses (i) and (ii) net of expenses of recovery.


 


“Related
Documents” means this Agreement, the Bank Receivables Sale Agreement, the
Trust Receivables Purchase Agreement, the RFS Funding Trust Agreement, the
Trust Agreement, the Custody and Control Agreement, the Indenture, any
Indenture Supplement, the Servicing Agreement, the Indenture Security
Agreement, the Administration Agreement and all other pledges, powers of
attorney, consents, assignments, contracts, notices, and all other written
matter whether heretofore, now or hereafter executed by or on behalf of any
Person, or any employee of any Person, and delivered in connection with any of
the foregoing or the transactions contemplated thereby.


 


“Related
Security” means with respect to any Receivable: (a) all of Originator’s
interest, if any, in the goods, merchandise (including returned merchandise) or
equipment, if any, the sale of which gave rise to such Receivable; (b) all
guarantees, insurance or other agreements or arrangements of any kind from time
to time supporting or securing payment of such Receivable whether pursuant to
the Contract related to such Receivable or otherwise; and (c) all Records relating
to such Receivable.


 


“Removed
Accounts” is defined in Section 2.7(a).


 


“Removal
Date” is defined in Section 2.7(a).


 


“Removal
Notice Date” is defined in Section 2.7(a).


 


“Required
Principal Balance” means the minimum Note Trust Principal Balance that
Buyer is required to maintain pursuant to the Indenture.


 


“Requirements
of Law” means, as to any Person, the certificate of incorporation or
articles of association and by-laws or other organizational or governing
documents of such Person, and any law, treaty, rule or regulation, or
determination of an arbitrator or Governmental Authority, in each case
applicable to or binding upon such Person or to which such Person is subject,
whether federal, state or local.


 


“Retailer”
means the Banana Republic Retailers; the Gap Retailers; the GECAF Retailers;
the JCPenney Retailers, Inc.; the Lowe’s Retailers; Montgomery Ward; the Old
Navy Retailers; the Sam’s Club Retailers; the Wal-Mart Retailers and from time
to time, any “Additional Retailer” designated pursuant to (and as defined in)
this Agreement.  It is understood and
agreed that (a) additional retailers who from time to time become GECAF
Retailers shall automatically be treated as Retailers with respect to
Monogram’s GECAF program without the necessity of complying with the terms of Section 2.6(e)
and (b) any Person designated as a Retailer shall cease to be included as a
Retailer if the Accounts related to that Person are designated as Removed
Accounts pursuant to Section 2.7(b), effective at the time that the
repurchase of the related Transferred Receivables is completed.


 


11

















 


“RFS
Funding Trust” means RFS Funding Trust, a Delaware statutory trust.


 


“RFS
Funding Trust Termination Date” means the date on which the RFS Funding
Trust is terminated and all of the Transferred Receivables held by the RFS
Funding Trust are transferred to Buyer.


 


“RFS
Funding Trust Agreement” means the Amended and Restated Trust Agreement,
dated as of December 19, 2002 among Transferor, General Electric Capital
Services, Inc. and Deutsche Bank Trust Company Delaware, as trustee, as amended
and restated on June 27, 2003 among the Transferor, RFS Holding, Inc. (as
assignee of General Electric Capital Services, Inc.) and Deutsche Bank Trust
Company Delaware, as trustee.


 


“Sam’s Club
Program Agreement” means that certain Third Amended and Restated Consumer
Credit Card Program Agreement, dated as of February 1, 1999, by and among
Wal-Mart Stores, Inc., Sam’s West, Inc., Sam’s East, Inc. and Monogram.


 


“Sam’s Club
Retailers” means Sam’s West, Inc., a Delaware corporation, Sam’s East,
Inc., a Delaware corporation, and their respective successors and permitted
assigns under the Sam’s Club Program Agreement.


 


“Servicer”
means Monogram, in its capacity as 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,
among Servicer, RFS Funding Trust and Buyer (upon its accession in accordance
with the terms thereof).


 


“Specified
Retailer Receivables” means the Transferred Receivables arising in the
Originator’s programs for Montgomery Ward. 
Transferred Receivables arising in the Originator’s program for
Montgomery Ward that have been transferred to the Originator’s program for
Wal-Mart Retailers shall not be considered Specified Retailer Receivables.


 


“Sub-Servicer”
means any Person with whom Servicer enters into a Sub-Servicing Agreement.


 


“Sub-Servicing
Agreement” means any written contract entered into between Servicer and any
Sub-Servicer relating to the servicing, administration or collection of the
Transferred Receivables.


 


“Subsidiary”
means, with respect to any Person, any corporation or other entity (a) of which
securities or other ownership interests having ordinary voting power to elect a
majority of the board of directors or other Persons performing similar
functions are at the time directly or indirectly owned by such Person or (b)
that is directly or indirectly controlled by such Person within the meaning of
control under Section 15 of the Securities Act.


 


12

















 


“Transferred
Account” is defined within the definition of Account.


 


“Transfer
Date” means a date on which Buyer acquires Transferred Receivables from
Transferor pursuant to Section 2.1 or any Assignment.


 


“Transferor”
means RFS Holding, L.L.C. or any additional transferor designated as a
“Transferor” pursuant to Section 2.9.


 


“Transferred
Assets” is defined in Section 2.1.


 


“Transferred
Receivable” means any Receivable purchased by Buyer from Transferor
pursuant to this Agreement or any Assignment, including Principal Receivables
and Finance Charge Receivables that exist at the time of purchase of any
Principal Receivables in the same Account or that arise in an Account after the
date of purchase of Principal Receivables in the Account. However, Receivables
that are repurchased by Transferor pursuant to this Agreement or purchased by
Servicer pursuant to the Servicing Agreement shall cease to be considered
“Transferred Receivables” from the date of such purchase.


 


“Trust
Agreement” means the Trust Agreement, dated as of September 25, 2003,
between Transferor and the Trustee, as the same may be amended, supplemented or
otherwise modified from time to time.


 


“Trust
Receivables Purchase Agreement” means the Receivables Purchase and
Contribution Agreement dated as of June 27, 2003, between Transferor and
RFS Funding Trust.


 


“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, with respect to any jurisdiction, the Uniform Commercial Code as the
same may, from time to time, be enacted and in effect in such jurisdiction.


 


“United
States” means the United States of America, together with its territories
and possessions.


 


“Wal-Mart
Program Agreement” means that certain Consumer Credit Card Program
Agreement dated as of August 26, 1999, by and between Wal-Mart Stores,
Inc. and Monogram.


 


“Wal-Mart
Retailers” means ‘Retailer’ as such term is defined in the Wal-Mart Program
Agreement.


 


Section 1.2             Other
Interpretive Matters.  All terms
defined directly or by incorporation in this Agreement shall have the defined
meanings when used in any certificate or other document delivered pursuant
thereto unless otherwise defined therein. For purposes of this Agreement and
all related certificates and other documents, unless the context otherwise
requires: (a) accounting terms not otherwise defined in this


 


13

















 


Agreement, and
accounting terms partly defined in this Agreement to the extent not defined,
shall have the respective meanings given to them under GAAP; and unless
otherwise provided, references to any month, quarter or year refer to a fiscal
month, quarter or year as determined in accordance with the GE Capital fiscal
calendar; (b) terms defined in Article 9 of the UCC as in effect in the
applicable jurisdiction and not otherwise defined in this Agreement are used as
defined in that Article; (c) references to any amount as on deposit or
outstanding on any particular date means such amount at the close of business
on such day; (d) the words “hereof,” “herein” and “hereunder” and words of
similar import refer to this Agreement (or the certificate or other document in
which they are used) as a whole and not to any particular provision of this
Agreement (or such certificate or document); (e) references to any Section,
Schedule or Exhibit are references to Sections, Schedules and Exhibits in
or to this Agreement (or the certificate or other document in which the
reference is made), and references to any paragraph, subsection, clause or
other subdivision within any Section or definition refer to such
paragraph, subsection, clause or other subdivision of such Section or
definition; (f) the term “including” means “including without limitation”; (g)
references to any law or regulation refer to that law or regulation as amended
from time to time and include any successor law or regulation; (h) references
to any agreement refer to that agreement as from time to time amended, restated
or supplemented or as the terms of such agreement are waived or modified in
accordance with its terms and (i) references to any Person include that
Person’s successors and permitted assigns.


 


ARTICLE II



SALES AND CONTRIBUTIONS


 


Section 2.1             Sales
and Contributions.  (a)  By execution of this Agreement, Transferor
does hereby transfer, assign, set over and otherwise convey to Buyer, without
recourse except as provided herein, all its right, title and interest in, to
and under (i) the Note Trust Certificate, (ii) effective on the RFS Funding
Trust Termination Date, (A) the Receivables existing at the opening of business
on the RFS Funding Trust Termination Date, and thereafter created from time to
time until the Agreement Termination Date, together with the Related Security
and Collections with respect thereto, in each case together with all monies due
or to become due and all amounts received or receivable with respect thereto
and Insurance Proceeds relating thereto, (B) without limiting the generality of
the foregoing or the following, all of Transferor’s rights pursuant to the Bank
Receivables Sale Agreement to receive payments from any Retailer on account of
in-store payments and any other amounts received by such Retailer in payment of
Receivables and (C) all of Transferor’s other rights under the Bank Receivables
Sale Agreement and (iii) all proceeds of all of the foregoing (collectively,
the “Transferred Assets”).  The
foregoing does not constitute and is not intended to result in the creation or
assumption by Buyer of any obligation of Originator, Transferor or any other
Person in connection with the Accounts or the Transferred Receivables or under
any agreement or instrument relating thereto, including any obligation to
Obligors, merchant banks, Retailers, clearance systems or insurers.


 


14

















 


(b)           On the Closing Date,
Transferor shall deliver to Buyer a registered certificate representing the
Note Trust Certificate.  Within ten (10)
days of the RFS Funding Trust Termination Date, Transferor agrees to record and
file, at its own expense, financing statements (and continuation statements
when applicable) with respect to the Transferred Receivables conveyed by
Transferor existing on the RFS Funding Trust Termination Date and thereafter
created meeting the requirements of applicable state law in such manner and in
such jurisdictions as are necessary to perfect, and maintain the perfection of,
the transfer and assignment of its interest in such Transferred Receivables to
Buyer, and to deliver a file stamped copy of each such financing statement or
other evidence of such filing (which may, for purposes of this Section 2.1
consist of telephone confirmation of such filing promptly followed by delivery
to Buyer of a file-stamped copy) as soon as practicable after the RFS Funding
Trust Termination Date, and (if any additional filing is so necessary) as soon
as practicable after the applicable Addition Date, in the case of Transferred
Receivables arising in Additional Accounts. 
Buyer shall be under no obligation whatsoever to file such financing or
continuation statements or to make any other filing under the UCC in connection
with such transfer and assignment.


 


(c)           Transferor agrees, at
its own expense, (i) on or prior to (x) the RFS Funding Trust Termination Date,
in the case of the Initial Accounts, (y) the applicable Addition Date, in the
case of Additional Accounts, and (z) the applicable Removal Date, in the case
of Removed Accounts, to indicate, or cause to be indicated, in the appropriate
computer files that Receivables created (or reassigned, in the case of Removed
Accounts) in connection with the Accounts have been conveyed to Buyer pursuant
to this Agreement (or conveyed to Transferor or its designee in accordance with
Section 2.7, in the case of Removed Accounts) by including, or
causing to be included, in such computer files a code so identifying each such
Account (or, in the case of Removed Accounts, deleting, or causing to be
deleted, such code thereafter) and (ii) on or prior to the date referred to in clauses
(i)(x), (y) or (z), as applicable, to deliver to Buyer an
Account Schedule.  The initial such
Account Schedule, as supplemented from time to time to reflect Additional
Accounts and Removed Accounts, shall be marked as Schedule 1 to
this Agreement and is hereby incorporated into and made a part of this
Agreement.  Once the code referenced in clause
(i) of this paragraph has been included with respect to any Account,
Transferor further agrees not to permit such code to be altered during the
remaining term of this Agreement unless and until (x) such Account becomes a
Removed Account, or (y) Transferor shall have delivered to Buyer at least 30
days’ prior written notice of its intention to do so and has taken such action
as is necessary or advisable to cause the interest of Buyer in the Transferred
Receivables to continue to be perfected with the priority required by this
Agreement.  At any time that the code
referenced in clause (i) is included with respect to any account, such account
shall be a “Flagged Account.”


 


Section 2.2             Acceptance
by Buyer.


 


(a)           Buyer hereby
acknowledges its acceptance of all right, title and interest to the property,
now existing and hereafter created, conveyed to Buyer pursuant to Section 2.1.  Trustee shall maintain a copy of Schedule 1,
as delivered to it from time to time.


 


15

















 


(b)           Buyer hereby agrees not
to disclose to any Person any of the account numbers or other information
contained in the Account Schedule marked as Schedule 1 and
delivered to Buyer, from time to time, except (i) to Servicer, any Sub-Servicer
or as required by a Requirement of Law applicable to Buyer, (ii) in connection
with the performance of Buyer’s duties hereunder, (iii) to Indenture Buyer in
connection with Indenture Buyer’s duties or (iv) to bona fide creditors or
potential creditors of Servicer or Transferor for the limited purpose of
enabling any such creditor to identify Transferred Receivables or Accounts
subject to this Agreement.  Buyer agrees
to take such measures as shall be reasonably requested by Transferor to protect
and maintain the security and confidentiality of such information and, in
connection therewith, shall allow Transferor or its duly authorized
representatives to inspect Buyer’s security and confidentiality arrangements
from time to time during normal business hours upon prior written notice.  Buyer shall promptly notify Transferor of
any request received by Buyer to disclose information of the type described in
this Section 2.2(b), which notice shall in any event be provided no
later than five (5) Business Days prior to disclosure of any such information
unless Buyer is compelled pursuant to a Requirement of Law to disclose such
information prior to the date that is five (5) Business Days after the giving
of such notice.


 


Section 2.3             Grant
of Security Interest.  The parties
hereto intend that each transfer of the Transferred Assets shall constitute a
sale or capital contribution, as applicable, by Transferor to Buyer and not a
loan by Buyer to Transferor secured by the Transferred Assets.  Notwithstanding anything to the contrary set
forth in this Section 2.3, if a court of competent jurisdiction
determines that any transaction provided for herein constitutes a loan and not
a sale, or capital contribution, as applicable, then the parties hereto intend
that this Agreement shall constitute a security agreement under applicable law
and that Transferor shall be deemed to have granted, and Transferor hereby
grants, to Buyer a first priority lien and security interest in and to all of
Transferor’s right, title and interest in, to and under the Transferred Assets,
subject only to Permitted Encumbrances.


 


Section 2.4             Purchase
Price; Issuance of Notes.  (a)  The purchase price for the Transferred
Receivables and the other Transferred Assets related thereto shall equal the
Outstanding Balance of the Principal Receivables included therein, adjusted
consistent with any applicable Discount Percentage (such amount for any
Transferred Assets, the “Purchase Price”).


 


(b)           The Purchase Price for
any Transferred Assets sold by Transferor under this Agreement shall be payable
in full in cash on each Purchase Date or less frequently if so agreed between
Buyer and Transferor; provided, however, that Buyer may, with
respect to any sale or contribution, offset against such Purchase Price any
amounts owed by Transferor to Buyer hereunder and which remain unpaid.  On each such Purchase Date or other date set
by the parties for payment, Buyer shall, upon satisfaction of the applicable
conditions set forth in Article III, make available to Transferor
the Purchase Price for the applicable Transferred Assets in same day
funds.  If Buyer does not have
sufficient cash on any Purchase Date or other date set by the parties for
payment to pay the full Purchase Price, the remaining balance shall be deemed
to be contributed to Buyer


 


16

















 


in exchange
for a corresponding increase in the Free Equity Amount; provided that
Transferor may require Buyer to issue Notes in exchange for a decrease in the
Free Equity Amount as provided in clause (c).


 


(c)           Upon Transferor’s
request, Buyer shall from time to time issue a series of Notes to Transferor or
its designee with such terms as specified in the related Indenture Supplement,
so long as (i) such issuance is permitted under the terms of the Indenture and
(ii) without limiting the generality of the foregoing, after giving effect to
each such issuance (A) the Free Equity Amount is not less than the Minimum Free
Equity Amount and (B) the Note Trust Principal Balance is not less than the
Required Principal Balance.  This clause
(c) is effective both before and after the RFS Funding Trust Termination
Date.


 


Section 2.5             Adjustments.  If on any day falling on or after the RFS
Funding Trust Termination Date the outstanding amount of any Principal
Receivable is reduced because of a rebate, refund, unauthorized charge or
billing error to an accountholder, or because such Principal Receivable was
created in respect of merchandise which was refused or returned by an
accountholder, or if the outstanding amount of any Principal Receivable is
otherwise reduced other than on account of Collections thereof or such amount
being charged-off as uncollectible, then, Transferor shall compensate Buyer for
such reductions as provided below.  The
compensation payable by Transferor for any such reduction shall equal the
amount of the reduction in the Outstanding Balance of the Principal
Receivable.  Transferor shall pay such
compensation to Buyer not later than the second Business Day after adjustment ;
provided that during any period when the Issuer is permitted by
Section 8.4 of the Indenture to make a single deposit to the Collection
Account, such compensation need not be paid until the first Transfer Date
following the end of the Monthly Period in which the adjustment arises; and provided,
further, that no such payment need be made if the Free Equity Amount
exceeds zero.


 


Section 2.6             Addition
of Accounts.


 


(a)           Additional Accounts.  If, at the end of any Monthly Period falling
after the RFS Funding Trust Termination Date, the Free Equity Amount is less
than the Minimum Free Equity Amount, Transferor shall require Originator to
designate additional Eligible Accounts to be included as “Accounts” under (and
as defined in) the Bank Receivables Sale Agreement, and Transferor shall in
turn designate such accounts (“Additional Accounts”) as Accounts for
purposes of this Agreement in a sufficient amount such that the Free Equity
Amount at the end of such Monthly Period, computed on a pro forma basis as if
the Additional Accounts had been designated prior to the end of such Monthly
Period, is at least equal to the Minimum Free Equity Amount (if any). In
addition, if, at the end of any Monthly Period, the Note Trust Principal Balance
is less than the Required Principal Balance, Transferor shall require
Originator to designate additional Eligible Accounts to be included as
“Accounts” under the Bank Receivables Sale Agreement, and Transferor shall in
turn designate such accounts as Additional Accounts for purposes of this
Agreement in a sufficient amount such that the Note Trust Principal Balance
will be equal to or greater than the Required Principal Balance. Receivables
from such Additional Accounts shall be transferred to Buyer on or before the
tenth Business Day


 


17

















 


following such
Monthly Period. To the extent Transferor designates Additional Accounts with
Principal Receivables substantially in excess of the amount of Principal
Receivables required under this subsection 2.6(a), such excess
shall be deemed to be optional Additional Accounts under subsection 2.6(b)
below and will be permitted to be so designated solely to the extent permitted
by subsection 2.6(b).


 


(b)           Voluntary Additions
of Accounts. In addition to its obligation under subsection 2.6(a),
Transferor may also designate additional Eligible Accounts as Additional
Accounts if Originator wishes to designate additional Accounts under the Bank
Receivables Sale Agreement at a time when Additional Accounts are not required
pursuant to subsection 2.6(a).


 


(c)           Participation
Interests.  In lieu of, or in
addition to, designating Additional Accounts as required by subsection (a)
above or designating additional Accounts as permitted by subsection (b)
above, Transferor may convey Participation Interests to Buyer.  The Rating Agency Condition must be
satisfied in connection with any such conveyance and Transferor and Buyer will
enter into a supplement to this Agreement specifying the terms of any such
conveyance.


 


(d)           Conditions for
Additions of Additional Accounts. Any sale of Receivables from Additional
Accounts under subsection 2.6(a) or (b) shall occur only
upon satisfaction of the following conditions (to the extent provided below):


 


(i)            on
or before the fifth Business Day prior to the Addition Date with respect to
additions pursuant to subsection 2.6(a) and on or before the tenth
Business Day prior to the Addition Date with respect to additions pursuant to subsection 2.6(b),
Transferor shall give Buyer written notice that such Additional Accounts will
be designated, which notice shall specify the approximate aggregate amount of
the Receivables to be transferred;


 


(ii)           on
or before the Addition Date, (A) Transferor shall have delivered to Buyer, a
written assignment in substantially the form of Exhibit A (the “Assignment”)
(which may be executed by the Administrator on behalf of the Buyer), (B) the
representations and warranties of Transferor set out in Exhibit A shall
be true with respect to the Additional Accounts and (C) Transferor shall
indicate in its computer files that the Receivables created in connection with
the Additional Accounts have been transferred to Buyer;


 


(iii)          Transferor
shall not make more than one such designation per Retailer in any one Monthly
Period;


 


(iv)          Transferor
shall deliver an Opinion of Counsel with respect to the Receivables in the
Additional Accounts to Buyer (in such numbers and with such additional
addressees as Buyer may reasonably request) substantially in the form of Exhibit
D (with appropriate modifications);


 


(v)           in
the case of any designation pursuant to subsection 2.6(b), if the
designation will cause the number or principal amount of Additional Accounts to


 


18

















 


exceed the
Maximum Addition Amount, five Business Days prior written notice shall have
been given to the Rating Agencies and the Rating Agency Condition shall have
been satisfied with respect to the designation.  For this purpose, “Additional Accounts” designated pursuant to
the Trust Receivables Purchase Agreement prior to the RFS Funding Trust
Termination Date shall be deemed to have been designated as Additional Accounts
under this Agreement on the date they were so designated under the Trust
Receivables Purchase Agreement;


 


(vi)          such
Additional Accounts shall not relate to Montgomery Ward or, unless the Rating
Agency Condition has been satisfied, the GECAF Retailers; and


 


(vii)         such
Additional Accounts shall have arisen pursuant to a Retailer’s Credit Card
Program Agreement, unless the Rating Agency Condition has been satisfied and
Buyer has consented to such addition.


 


(e)           Additional Retailers.
Transferor may from time to time designate retailers as “Additional Retailers”
if (i) Originator wishes to make such a designation under the Bank Receivables
Sale Agreement, (ii) Buyer consents to such designation and (iii) the Rating
Agency Condition has been satisfied with respect to the designation.  In addition, prior to the first date on
which credit card accounts arising in any Dual Card Program are designated as
Accounts, the Rating Agency Condition must be satisfied with respect to such
Dual Card Program, regardless of whether the Originator also maintains a
Private Label Program for the related Retailer, the credit card accounts in
which have been designated as Accounts.


 


Section 2.7             Removal
of Accounts.


 


(a)           From time to time,
after the RFS Funding Trust Termination Date, but not more frequently than once
during each Monthly Period for any Retailer, Transferor shall have the right to
require the reassignment to it or its designee of all Buyer’s right, title and
interest in, to and under the Transferred Receivables then existing and
thereafter created in a specified set of Accounts (the “Removed Accounts”),
together with the Related Security and Collections with respect thereto, in
each case together with all monies due or to become due and all amounts
received or receivable with respect thereto and Insurance Proceeds relating
thereto, upon satisfaction of the following conditions:


 


(i)            on
or before the tenth Business Day immediately preceding the Removal Date (the “Removal
Notice Date”) Transferor shall have given Buyer, Servicer and each Rating
Agency written notice of such removal and specifying the date for removal of
the Removed Accounts (the “Removal Date”); Transferor shall provide each
Rating Agency with such additional information relating to such removal as the
Rating Agency shall reasonably request;


 


(ii)           on
or prior to the Removal Date, Transferor shall have delivered to Buyer an
Account Schedule listing the Removed Accounts;


 


(iii)          with
respect to any Involuntary Removal pursuant to Section 2.7(b),
Transferor shall use reasonable efforts to satisfy the Rating Agency


 


19

















 


Condition; and
as to any other removal, the Rating Agency Condition shall have been satisfied;


 


(iv)          Transferor
shall have delivered to Buyer an Officer’s Certificate, dated as of the Removal
Date, to the effect that Transferor reasonably believes that (A) in the case of
any removal other than an Involuntary Removal, such removal will not, based on
the facts known to such officer at the time of such certification, then or
thereafter cause an Early Amortization Event to occur with respect to any
series of Notes, (B) in the case of any Involuntary Removal, Transferor has
used reasonable efforts to avoid having such removal result in an Early
Amortization Event, (C) in either case, no selection procedure believed by
Transferor to be materially adverse to the interest of Buyer or any of its
creditors has been used in removing Removed Accounts from among any pool of
Accounts of a similar type (it being understood that Transferor will not be
deemed to have used such an adverse selection procedure in connection with any
Involuntary Removal) and (D) in the case of any removal other than an
Involuntary Removal, Accounts (or administratively convenient groups of
Accounts or Participation Interests, such as billing cycles) were chosen for removal
on a random basis;


 


(v)           in
the case of any removal pursuant to Section 2.7(a), the Note Trust
Principal Balance in the Removed Accounts shall not exceed the lesser of (A)
the excess of the Free Equity Amount over the Minimum Free Equity Amount or (B)
the excess of the Note Trust Principal Balance over the Required Principal
Balance, all measured as of the end of the most recently ended Monthly Period;
and


 


(vi)          in
the case of any removal pursuant to Section 2.7(b), the removal
shall not cause the Free Equity Amount to be less than the Minimum Free Equity
Amount or cause the Note Trust Principal Balance to be less than the Required
Principal Balance.


 


Upon
satisfaction of the above conditions, Buyer shall execute and deliver to
Transferor or its designee a written reassignment in substantially the form of Exhibit
B (the “Reassignment”) (which may be executed by the Administrator
on behalf of the Buyer) and shall, without further action, be deemed to
transfer, assign, set over and otherwise convey to Transferor or its designee,
effective as of the Removal Date, without recourse, representation or warranty,
all the right, title and interest of Buyer in and to the Transferred
Receivables arising in the Removed Accounts, the Related Security and Collections
with respect thereto, together with all monies due or to become due and all
amounts received or receivables with respect thereto and Insurance Proceeds
relating thereto and all proceeds of the foregoing.  In addition, Buyer shall execute such other documents and
instruments of transfer or assignment and take such other actions as shall
reasonably be requested by Transferor to effect the conveyance of Transferred
Receivables pursuant to this Section.


 


(b)           After the RFS Funding
Trust Termination Date, Transferor shall from time to time designate as Removed
Accounts any Accounts designated for purchase by a


 


20

















 


Retailer
pursuant to the terms of the related Credit Card Program Agreement (each, an “Involuntary
Removal”).  Any repurchase of the
Transferred Receivables in Removed Accounts designated pursuant to this Section 2.7(b)
shall be effected in the manner and at a price determined in accordance
with  Section 6.1(e), as if
the Transferred Receivables being repurchased were Ineligible Receivables.


 


(c)           After the RFS Funding
Trust Termination Date, on the last day of the Monthly Period in which a
Receivable becomes a Charged-Off Receivable, Buyer shall automatically and
without further action or consideration be deemed to sell, transfer, and
otherwise convey to Transferor, without recourse, representation or warranty
(except for the warranty that since the date of the transfer of such
Charged-Off Receivable by Transferor to Buyer under this Agreement, Buyer has not
sold, transferred or encumbered any such Receivable or interest therein), all
the right, title and interest of Buyer in and to such Receivable, all monies
due or to become due with respect thereto and all proceeds thereof.  The purchase price for the Charged-Off
Receivables purchased pursuant to this Section 2.7(c) shall equal
the aggregate amount of Recoveries for that Monthly Period.  Such purchase price shall be payable in full
in cash by Transferor on the Business Day preceding the related Payment Date.


 


(d)           Transferor may from
time to time, at its option, by notice to Buyer, designate as a Removed Account
any Account (each, an “Inactive Account”) that either (i) has had a zero
balance and on which no charges have been made, in each case for at least the
preceding 12 months or (ii) has a zero balance and the Obligor of which has
agreed to open a credit card account in a related Dual Card Program in
substitution for such Account.  On or
prior to the Removal Date for any Inactive Accounts, Transferor shall have
delivered to Buyer an Account Schedule listing the Inactive Accounts that
are to become Removed Accounts.


 


Section 2.8             Discount
Option.  (a) Any Discount
Percentages designated and in effect under the Trust Receivables Purchase
Agreement prior to the RFS Funding Trust Termination Date shall be deemed to
have been designated and in effect pursuant to this Agreement.  After the RFS Funding Trust Termination
Date, for each Retailer, Transferor shall have the option (subject to the
limitations described below) to designate at any time a fixed or floating
percentage (the “Discount Percentage”) of the amount of all Transferred
Receivables arising in all Accounts related to such Retailer on or after the
date such designation becomes effective that would otherwise constitute
Principal Receivables to be treated as Finance Charge Receivables.  Transferor may from time to time increase,
reduce or eliminate (subject to the limitations described below) the Discount
Percentage related to such Retailer for Discount Option Receivables arising in
an Account on and after the date of such change.  Transferor shall provide 30 days’ prior written notice to
Servicer, Buyer, and each Rating Agency of any initial designation, increase, reduction
or elimination, and such initial designation, increase, reduction or
elimination shall become effective on the date specified therein only if (i)
Transferor has delivered to Buyer an Officer’s Certificate to the effect that,
based on the facts known to such officer at the time, Transferor reasonably
believes that such initial designation, increase, reduction or elimination will
not at the time of its occurrence cause an Early Amortization Event, or an
event which with notice or the lapse of time would constitute


 


21

















 


an Early
Amortization Event, to occur with respect to any series of Notes, (ii) in the
case of any initial designation or increase, the Discount Percentage for such
Retailer shall not exceed 5% after giving effect to that initial designation or
increase, unless the Rating Agency Condition has been satisfied with respect to
the increase , (iii) in the case of any reduction, the Rating Agency Condition
has been satisfied and (iv) Buyer consents to such designation, increase, reduction
or elimination.


 


(b)           The portion of the
Principal Receivables arising in Accounts relating to any Retailer as to which
a Discount Percentage is in effect that shall be recharacterized as Finance
Charge Receivables shall equal the product of (x) an amount equal to the
aggregate Outstanding Balance of such Principal Receivables (before giving
effect to the recharacterization) and (y) a fraction the numerator of which is
the Discount Option Receivables relating to the Retailer and the denominator of
which is the aggregate Outstanding Balance of all Principal Receivables for
such Retailer (before giving effect to the recharacterization).  The fraction referred to in the preceding clause
(y) shall be determined not later than the 10th day of each
calendar month (or, if such 10th day is not a Business Day, on the
next Business Day) using the numerator and denominator as of the end of the
most recent Monthly Period, and that fraction shall be used until recalculated
in the next month.  For this purpose, “Discount
Option Receivables” means, as to any Retailer, on any Date of Processing on
and after the date on which Transferor’s exercise of its discount option for
such Retailer takes effect, the sum of (i) the aggregate amount of Discount
Option Receivables relating to such Retailer at the end of the prior day (which
amount, prior to the date on which Transferor’s exercise of its discount option
for such Retailer takes effect and with respect to Principal Receivables
generated in such Retailer’s program prior to such date, shall be zero), plus
(ii) the product of (A) the Discount Percentage for such Retailer and (B) the
amount of Principal Receivables (before giving effect to the recharacterization
referred to above) created on such day in such Retailer’s program, minus (iii)
any Discount Option Receivables Collections (as defined below) received on such
Date of Processing.


 


(c)           Notwithstanding clause
(b), the portion of  Collections of
Principal Receivables arising in Accounts relating to any Retailer as to which
a Discount Percentage is in effect that shall be recharacterized as Collections
of Finance Charge Receivables (“Discount Option Receivables Collections”)
shall equal, on any Date of Processing on and after the date on which
Transferor’s exercise of its discount option for such Retailer takes effect,
the product of (a) a fraction the numerator of which is the amount of the
Discount Option Receivables relating to such Retailer and the denominator of
which is the aggregate Outstanding Balance of all Principal Receivables for
such Retailer (before giving effect to the recharacterization), in each case
(for both numerator and denominator) as most recently determined pursuant to
clause (b) and (b) Collections of Principal Receivables relating to such
Retailer (before giving effect to the recharacterization) received on such Date
of Processing.


 


Section 2.9             Additional
Transferors.  Transferor may permit
Originator to designate additional or substitute Persons to be included as
“Transferors” under (and as defined in) the Bank Receivables Sale Agreement if
the Rating Agency Condition is satisfied with respect to such designation.


 


22

















 


Section 2.10           Additional
Originators.  Transferor may permit
Monogram to designate additional or substitute Persons to be included as
“Originators” under (and as defined in) the Bank Receivables Sale Agreement and
this Agreement if the Rating Agency Condition is satisfied with respect to such
designation.


 


ARTICLE III



CONDITIONS PRECEDENT


 


Section 3.1             Conditions
to Initial Transfer.  The initial
sale or conveyance hereunder shall be subject to satisfaction of each of the
following conditions precedent (any one or more of which may be waived in
writing by Buyer upon written notice to the Rating Agencies) as of the Closing
Date:


 


(a)           Documents.  This Agreement or counterparts hereof shall
have been duly executed by, and delivered to, Transferor and Buyer, and Buyer
shall have received such documents, instruments, agreements and legal opinions
as Buyer shall reasonably request in connection with the transactions
contemplated by this Agreement, each in form and substance reasonably
satisfactory to Buyer.


 


(b)           Governmental
Approvals.  Buyer shall have
received satisfactory evidence that Transferor has obtained all required
consents and approvals of all Persons, including all requisite Governmental
Authorities, to the execution, delivery and performance of this Agreement and
the consummation of the transactions contemplated hereby.


 


(c)           Compliance with Laws.  Transferor shall be in compliance with all
applicable foreign, federal, state and local laws and regulations, except to
the extent that the failure to so comply, individually or in the aggregate,
could not reasonably be expected to have a Material Adverse Effect.


 


Section 3.2             Conditions
to all Transfers.  Each sale or
contribution hereunder (including the initial sale or contribution) shall be
subject to satisfaction of the following further conditions precedent (any one
or more of which, except clause (b) below, may be waived in writing by
Buyer upon written notice to the Rating Agencies) as of the Transfer Date
therefor:


 


(a)           The representations and
warranties of Transferor contained herein or in any other Related Document
required to be made on such Transfer Date shall be true and correct in all
material respects as of such Transfer Date, both before and after giving effect
to such sale or contribution; and


 


(b)           Transferor shall be in
compliance in all material respects with each of its covenants and other
agreements set forth herein.


 


The
consummation by Transferor of the sale or contribution, as applicable, of
Transferred Assets on any Transfer Date shall be deemed to constitute, as of
any such Transfer Date, a representation and warranty by Transferor that the
conditions in clauses (a) and (b) of this Section 3.2
have been satisfied.


 


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ARTICLE IV



OTHER MATTERS RELATING TO TRANSFEROR


 


Section 4.1             Merger
or Consolidation of, or Assumption of the Obligations of, Transferor etc.


 


(a)           Transferor shall not
consolidate with or merge into any other corporation or convey or transfer its
properties and assets substantially as an entirety to any Person unless:


 


(i)            the
Person formed by such consolidation or into which Transferor is merged or the
Person which acquires by conveyance or transfer the properties and assets of
Transferor substantially as an entirety shall be, if Transferor is not the
surviving entity, an entity organized and existing under the laws of the United
States of America or any State or the District of Columbia, and, if Transferor
is not the surviving entity, such entity shall expressly assume, by an
agreement supplemental hereto, executed and delivered to Buyer, in form
reasonably satisfactory to Buyer, the performance of every covenant and
obligation of Transferor hereunder;


 


(ii)           Transferor
has delivered to Buyer (A) an Officer’s Certificate stating that such
consolidation, merger, conveyance or transfer and such supplemental agreement comply
with this Section and that all conditions precedent herein provided for
relating to such transaction have been complied with, and (B) an Opinion of
Counsel to the effect that such supplemental agreement is a valid and binding
obligation of such surviving entity enforceable against such surviving entity
in accordance with its terms, except as such enforceability may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or other similar
laws affecting creditors’ rights generally from time to time in effect and
except as such enforceability may be limited by general principles of equity
(whether considered in a suit at law or in equity);


 


(iii)          the
business entity into which Transferor shall merge or consolidate, or to which
such conveyance or transfer is made, shall be (x) a business entity that may
not become a debtor in any case, action or other proceeding under Title 11 of
the United States Code or (y) a special-purpose corporation, the powers and
activities of which shall be limited to the performance of Transferor’s
obligations under this Agreement and the other Related Documents;


 


(iv)          if
Transferor is not the surviving entity, the surviving entity shall file new
UCC-1 financing statements with respect to the interest of Buyer in the
Transferred Assets, if any; and


 


24

















 


(v)           prior
written notice shall have been delivered to the Rating Agencies with respect to
such merger conveyance or transfer and the Rating Agency Condition shall have
been satisfied.


 


(b)           This Section 4.1
shall not be construed to prohibit or in any way limit Transferor’s ability to
effectuate any consolidation or merger pursuant to which Transferor would be
the surviving entity.


 


(c)           The obligations of
Transferor hereunder shall not be assignable nor shall any Person succeed to
the obligations of Transferor hereunder except in each case in accordance with
(i) the provisions of the foregoing paragraphs, (ii) Section 2.9 of
this Agreement  or (iii)
conveyances, mergers, consolidations, assumptions, sales or transfers to other
entities (1) for which Transferor delivers an Officer’s Certificate to Buyer
indicating that Transferor reasonably believes that such action will not result
in a Material Adverse Effect, (2) which meet the requirements of clause (ii)
of paragraph (a) and (3) for which such purchaser, transferee, pledgee
or entity shall expressly assume, in an agreement supplemental hereto, executed
and delivered to Buyer in writing in form satisfactory to Buyer, the
performance of every covenant and obligation of Transferor thereby conveyed.


 


ARTICLE V



BANKRUPTCY EVENTS


 


Section 5.1             Rights
upon the Occurrence of a Bankruptcy Event. 
If a Bankruptcy Event occurs with respect to Transferor, Transferor
shall on the day any such event occurs, immediately cease to transfer Principal
Receivables to Buyer and shall promptly give notice of such event to Indenture
Trustee, Buyer and the Rating Agencies. 
Notwithstanding any cessation of the transfer to Buyer of additional Principal
Receivables, Principal Receivables transferred to Buyer prior to the occurrence
of such Bankruptcy Event and Collections in respect of such Principal
Receivables, and Finance Charge Receivables whenever created accrued in respect
of such Principal Receivables, shall continue to be property of Buyer.


 


ARTICLE VI



REPRESENTATIONS, WARRANTIES AND COVENANTS


 


Section 6.1             Representations
and Warranties of Transferor. 
(a)  To induce Buyer to accept
the Transferred Assets, Transferor makes the representations and warranties in subsections
(i) through (viii) to Buyer, as of the Closing Date and each
subsequent Transfer Date and Transferor shall make the representations and
warranties in subsection (ix) hereof to Buyer on each Transfer Date
on or after the RFS Funding Trust Termination Date, each and all of which shall
survive the execution and delivery of this Agreement.


 


25

















 


(i)            Valid
Existence; Power and Authority. 
Transferor (A) is a limited liability company duly organized, validly
existing and in good standing under the laws of its jurisdiction of
organization; (B) is duly qualified to conduct business and is in good standing
in each other jurisdiction where its ownership or lease of property or the
conduct of its business requires such qualification and where the failure to be
so qualified or in good standing would have a Material Adverse Effect and (C)
has all requisite power and authority to execute, deliver and perform its
obligations under this Agreement.


 


(ii)           UCC
Information.  The true legal name of
Transferor as registered in the jurisdiction of its organization, and the
current location of Transferor’s jurisdiction of organization and the address
of its chief executive office are set forth in Schedule 6.1(a) and
such location and address have not changed within the past 12 months.  In addition, Schedule 6.1(a)
lists Transferor’s (A) federal employer identification number and (B)
organizational identification number as designated by the jurisdiction of its
organization.


 


(iii)          Authorization
of Transaction; No Violation.  The
execution, delivery and performance by Transferor of this Agreement and the
other Related Documents to which Transferor is a party and the creation and
perfection of all Liens and ownership interests provided for herein: (A) have
been duly authorized by all necessary action on the part of the Transferor, and
(B) do not violate any provision of any law or regulation of any Governmental
Authority, or contractual restrictions binding on Transferor, except where such
violations, individually or in the aggregate, could not reasonably be expected
to have a Material Adverse Effect.


 


(iv)          Enforceability.  On or prior to the Closing Date, each of the
Related Documents to which Transferor is a party shall have been duly executed
and delivered by Transferor and each such Related Document shall then
constitute a legal, valid and binding obligation of Transferor enforceable
against it in accordance with its terms, subject to bankruptcy, receivership,
conservatorship, insolvency, reorganization, moratorium and other similar laws
of general applicability relating to or affecting creditors’ rights and to
general principles of equity.


 


(v)           Accuracy
of Certain Information.  All written
factual information heretofore furnished by Transferor to Buyer with respect to
the Transferred Receivables for the purposes of, or in connection with, this
Agreement was true and correct in all material respects on the date as of which
such information was stated or certified.


 


(vi)          Use
of Proceeds.  No proceeds received
by Transferor under this Agreement will be used by it for any purpose that
violates Regulation U of the Federal Reserve Board.


 


26

















 


(vii)         Judgment
or Tax Lien.  Transferor is not
aware of any judgment or tax lien filing against Transferor.


 


(viii)        Note
Trust Certificate.  With respect to
the Note Trust Certificate, Transferor represents and warrants that:


 


(A)          this Agreement creates a
valid and continuing security interest in the Note Trust Certificate and the
proceeds thereof in favor of Buyer, which, (x) is enforceable upon execution of
this Agreement against Transferor, as such enforceability may be limited by
applicable Debtor Relief Laws, now or hereafter in effect, and by general
principles of equity (whether considered in a 
suit at law or in equity) and (y) upon Buyer obtaining and maintaining
possession of the Note Trust Certificate, will be prior to all other Liens
(other than Permitted Encumbrances);


 


(B)           the Note Trust
Certificate constitutes an “instrument,” a “general intangible” or a
“certificated security” within the meaning of the applicable UCC;


 


(C)           immediately prior to
the conveyance of the Note Trust Certificate pursuant to this Agreement, Transferor
owns and has good and marketable title to the Note Trust Certificate free and
clear of any Lien, claim or encumbrance of any Person (other than the Permitted
Encumbrances);


 


(D)          all authorizations,
consents, orders or approvals of or registrations or declarations with any
Governmental Authority required to be obtained, effected or given by Transferor
in connection with the conveyance by Transferor of the Note Trust Certificate
to Buyer have been duly obtained, effected or given and are in full force and
effect;


 


(E)           Transferor has caused
or will have caused, within ten (10) days of the Closing Date, the filing of
all appropriate financing statements in the proper filing office in the
appropriate jurisdictions under applicable law in order to perfect the security
interest granted to Buyer under this Agreement in the Note Trust Certificate;


 


(F)           subject to Permitted
Encumbrances, other than the transfer and assignment and the security interest
granted to Buyer pursuant to this Agreement, Transferor has not pledged,
assigned, sold, granted a security interest in, or otherwise conveyed the Note
Trust Certificate and Transferor has not authorized the filing of and is not
aware of any financing statements against Transferor that include a description
of collateral covering the Note Trust


 


27

















 


Certificates
other than any financing statement (x) relating to the security interest
granted to Buyer under this Agreement, (y) that has been terminated, or (z)
that has been granted pursuant to the terms of the Related Documents;


 


(G)           the Note Trust
Certificate does not have any marks or notations indicating that it has been
pledged, assigned or otherwise conveyed to any Person other than Buyer; and


 


(H)          notwithstanding any
other provision of this Agreement, the representations and warranties set forth
in this subsection 6.1(a)(viii) shall be continuing, and remain in full
force and effect, until such time as the Note Trust Certificate is retired.


 


(ix)           Transferred Receivables.  From and after the RFS Funding Trust
Termination Date, with respect to Transferred Receivables and Additional
Accounts, Transferor represents and warrants that:


 


(A)          each Transferred
Receivable satisfies the criteria for an Eligible Receivable as of the
applicable Transfer Date;


 


(B)           this Agreement creates
a valid and continuing security interest in the Transferred Receivables in
favor of Buyer, which (x) with respect to Transferred Receivables existing as
of the RFS Funding Trust Termination Date and thereafter created in the Initial
Accounts and the Related Security and Collections with respect thereto,
together with all monies due or to become due and all amounts received or
receivable with respect thereto and Insurance Proceeds relating thereto and the
proceeds thereof, will be enforceable upon execution of this Agreement and the
occurrence of the RFS Trust Termination Date against Transferor and with
respect to Transferred Receivables in Additional Accounts as of the applicable
Addition Date and thereafter created, and the Related Security and Collection
with respect thereto, together with all monies due or to become due and all
amounts received or receivable with respect thereto and Insurance Proceeds
relating thereto and the proceeds thereof, will be enforceable against
Transferor and as of the Addition Date, in each case as such enforceability may
be limited by applicable Debtor Relief Laws, now or hereafter in effect, and by
general principles of equity (whether considered in a suit at law or in equity)
and (y) upon filing of the financing statements described in Section 2.1
and, in the case of Transferred Receivables thereafter created, upon the
creation thereof, will be prior to all other Liens (other than Permitted
Encumbrances);


 


28

















 


(C)           the Transferred
Receivables constitute “accounts” within the meaning of UCC Section 9-102;


 


(D)          immediately prior to the
conveyance of the Transferred Receivables pursuant to this Agreement,
Transferor owns and has good and marketable title to, or has a valid security
interest in, the Transferred Receivables free and clear of any Lien, claim or
encumbrance of any Person, (other than Permitted Encumbrances);


 


(E)           all authorizations,
consents, orders or approvals of or registrations or declarations with any
Governmental Authority required to be obtained, effected or given by Transferor
in connection with the conveyance by Transferor of the Transferred Receivables
to Buyer have been duly obtained, effected or given and are in full force and
effect;


 


(F)           Transferor has caused
or will have caused, within ten (10) days of the RFS Funding Trust Termination
Date or the applicable Addition Date, the filing of all appropriate financing
statements in the proper filing office in the appropriate jurisdictions under
applicable law in order to perfect the security interest granted to Buyer under
this Agreement in the Transferred Receivables arising in the Initial Accounts
and Additional Accounts, respectively; and


 


(G)           subject to Permitted
Encumbrances, other than the transfer and assignment and the security interest
granted to Buyer pursuant to this Agreement, Transferor has not pledged,
assigned, sold, granted a security interest in, or otherwise conveyed any of
the Transferred Receivables and Transferor has not authorized the filing of and
is not aware of any financing statements against Transferor that included a
description of collateral covering the Transferred Receivables.


 


The
representations and warranties described in this Section 6.1(a)
shall survive the sale or contribution of the Transferred Assets to Buyer, any
subsequent assignment, contribution or sale of the Transferred Assets by Buyer,
and the termination of this Agreement and the other Related Documents and shall
continue until the payment in full of all Transferred Assets.


 


(b)           Transferor agrees that
each Receivable in any Account sold by Monogram to RFS Funding Trust pursuant
to the Prior Transfer Agreement or by Transferor to RFS Funding Trust pursuant
to the Trust Receivable Purchase Agreement shall be deemed for all purposes
(including the reassignment obligations under Section 2.7 and this Section 6.1)
to have been sold by Transferor to Buyer pursuant to this Agreement as of the
day of such actual sale, as if this Agreement had been in effect on that day.


 


29

















 


(c)           Upon discovery by
Transferor or Buyer of a breach of any of the representations and warranties by
Transferor set forth in this Section 6.1, the party discovering
such breach shall give prompt written notice to the other.  Transferor agrees to cooperate with Buyer in
attempting to cure any such breach.


 


(d)           If any representation
or warranty of Transferor contained in Section 6.1(a)(ix), is not
true and correct in any material respect as of the date specified therein with
respect to any Transferred Receivable or any Account and as a result of such
breach any Transferred Receivables in the related Account become Charged-Off
Receivables or Buyer’s rights in, to or under such Transferred Receivables or
the proceeds of such Transferred Receivables are impaired or such proceeds are
not available for any reason to Buyer free and clear of any Lien other than
Permitted Encumbrances, unless cured within 60 days (or such longer period, not
in excess of 120 days, as may be agreed to by Buyer) after the earlier to occur
of the discovery thereof by Transferor or receipt by Transferor or a designee
of Transferor of notice thereof given by Buyer, then such Transferred Receivable
shall be designated an “Ineligible Receivable” provided that such
Transferred Receivables will not be deemed to be Ineligible Receivables but
will be deemed Eligible Receivables if, on any day prior to the end of such
60-day or longer period, (i) the relevant representation and warranty shall be
true and correct in all material respects as if made on such day and (ii)
Transferor shall have delivered an Officer’s Certificate describing the nature
of such breach and the manner in which the relevant representation and warranty
became true and correct.


 


(e)           On and after the date
of its designation as an Ineligible Receivable, each Ineligible Receivable
shall not be given credit in determining the Aggregate Principal Receivables
used to calculate the Note Trust Principal Balance and the Free Equity
Amount.  On the first Transfer Date
following the end of the Monthly Period in which any Transferred Receivable is
designated as an Ineligible Receivable, Transferor shall repurchase such
Ineligible Receivable from Buyer by paying Buyer a cash purchase price;
provided that no such payment need be made if the Free Equity Amount exceeds
the Minimum Free Equity Amount (after giving effect to the exclusion of such
Ineligible Receivables from the Aggregate Principal Receivables) on the date
such payment would otherwise be due. 
The purchase price for the Ineligible Receivables in any Account shall
equal the Outstanding Balance of the Principal Receivables in such Account,
plus the accrued Finance Charge Receivables in such Account as of the end of
the Monthly Period prior to the repurchase date.


 


(f)            If any representation
or warranty of Transferor contained in Section 6.1(a)(i), 6.1(a)(ii),
6.1(a)(iii) or 6.1(a)(iv) of this Agreement is not true and
correct in any material respect and such breach has a material adverse effect
on the Transferred Receivables transferred to Buyer by Transferor or the
availability of the proceeds thereof to Buyer, Transferor shall be obligated to
accept a reassignment of the Transferred Receivables if such breach and any
material adverse effect caused by such breach is not cured within 60 days of
such notice (or within such longer period, not in excess of 120 days, as may be
specified in such notice), on the terms set forth below; provided that
such Transferred Receivables will not be reassigned to Transferor if, on any
day prior to the end of such 60-day or longer period (i) the relevant
representation and warranty shall be


 


30

















 


true and
correct in all material respects as if made on such day and (ii) Transferor
shall have delivered an Officer’s Certificate describing the nature of such
breach and the manner in which the relevant representation and warranty became
true and correct.


 


Transferor shall
pay to Buyer in immediately available funds not later than 12:00 noon, New York
City time, on such Business Day as Buyer shall designate following the Monthly
Period in which such reassignment obligation arises, in payment for such
reassignment, an amount equal to the Aggregate Reassignment Amount. The payment
of such deposit amount in immediately available funds shall otherwise be
considered payment in full of all of the Transferred Receivables.


 


(g)           Upon the payment, if
any, required to be made to Buyer as provided in Section 6.1(e) or 6.1(f),
Buyer shall automatically and without further action be deemed to transfer,
assign, set over and otherwise convey to Transferor or its designee, without
recourse, representation or warranty, all the right, title and interest of
Buyer in and to the applicable Transferred Receivables, all moneys due or to
become due and all amounts received with respect thereto and all proceeds
thereof. Buyer shall execute such documents and instruments of transfer or
assignment and take such other actions as shall reasonably be requested by
Transferor to effect the conveyance of such Transferred Receivables pursuant to
this Section.


 


Section 6.2             Affirmative
Covenants of Transferor.  Transferor
covenants and agrees that, unless otherwise consented to by Buyer, from and
after the Closing Date and until the date after the Agreement Termination Date
when the Outstanding Balance of all Transferred Receivables have been reduced
to zero:


 


(a)           Account Allocations.  If Transferor is unable for any reason to
transfer Transferred Receivables to Buyer in accordance with the provisions of
this Agreement (including by reason of the application of the provisions of Section 5.1
or an order by any Governmental Authority that Transferor not transfer any
additional Principal Receivables to Buyer) then, in any such event:  (i) Transferor agrees to allocate and pay to
Buyer, after the date of such inability, all Collections with respect to
Principal Receivables, and all amounts which would have constituted Collections
with respect to Principal Receivables but for Transferor’s inability to
transfer such Transferred Receivables (up to an aggregate amount equal to the
amount of Principal Receivables held by Buyer on such date of inability); (ii)
Transferor agrees that such amounts shall be deemed Collections of Transferred
Receivables; and (iii) for only so long as all Collections and all amounts
which would have constituted Collections are allocated and applied in
accordance with clauses (i) and (ii), Principal Receivables (and
all amounts which would have constituted Principal Receivables, but for
Transferor’s inability to transfer Transferred Receivables to Buyer) that are
charged off as uncollectible in accordance with this Agreement shall continue
to be allocated in accordance with the Servicing Agreement, and all amounts
that would have constituted Principal Receivables, but for Transferor’s
inability to transfer Transferred Receivables to Buyer shall be deemed to be
Principal Receivables for the purpose of all calculations under the Related
Documents.  If Transferor is unable
pursuant to any Requirement of Law to allocate Collections as described above,
Transferor agrees that it shall allocate collections, charge-offs and other
incidents of the 


 


31

















 


receivables in
the Accounts between Transferred Receivables and other receivables outstanding
in the Accounts on a basis reasonably intended to approximate the actual
portions allocable to Transferred Receivables and other receivables
respectively.  The parties hereto agree
that Finance Charge Receivables, whenever created, accrued in respect of
Principal Receivables that have been conveyed to Buyer, or that would have been
conveyed to Buyer but for the above described inability to transfer such
Receivables, shall continue to be held by Buyer notwithstanding any cessation
of the transfer of additional Principal Receivables to Buyer.


 


(b)           Notice of Material
Event.  Transferor shall promptly
inform Buyer in writing of the occurrence of any of the following, in each case
setting forth the details thereof and what action, if any, Transferor proposes
to take with respect thereto:


 


(i)            any
Litigation commenced or threatened against Transferor or with respect to or in
connection with all or any substantial portion of the Transferred Assets or
developments in such Litigation, in each case, that Transferor believes has a
reasonable risk of being determined adversely and having a Material Adverse
Effect;


 


(ii)           the
commencement of a proceeding against Transferor seeking a decree or order in
respect of Transferor (A) under the Federal Deposit Insurance Act or any other
applicable federal, state or foreign bankruptcy or other similar law, (B)
appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator
(or similar official) for Transferor or for any substantial part of
Transferor’s assets, or (C) ordering the winding-up or liquidation of the
affairs of Transferor; or


 


(iii)          any
default by Transferor in performance of any of its obligations under this
Agreement, any notice received by Transferor from Originator relating to any
default by Originator in performance of its obligations under the Bank
Receivables Sale Agreement or any actual knowledge on the part of Transferor of
such Originator default.


 


(c)           Notice of Liens.  Transferor shall notify Buyer promptly after
becoming aware of any Lien on any Transferred Asset other than Permitted
Encumbrances.


 


(d)           Information for
Reports.  Transferor shall promptly
deliver any material written information, documents, records or reports with
respect to the Transferred Receivables that Buyer shall reasonably request.


 


(e)           Deposit of
Collections.  Transferor shall
transfer to Buyer or Servicer on its behalf, promptly, and in any event no
later than the Business Day after receipt thereof, all Collections it may
receive in respect of Transferred Assets.


 


(f)            Credit Card Program
Agreement and Policies.  Transferor
shall enforce Originator’s obligation under the Bank Receivables Sale Agreement
to comply with and perform its obligations under the Credit Card Program
Agreements and the Contracts relating to the Accounts and the Credit and
Collection Policies except insofar as any


 


32

















 


failure to
comply or perform would not materially or adversely affect the rights of
Buyer.  Transferor may permit Originator
to change the terms and provisions of the Credit Card Program Agreements, the
Contracts or the Credit and Collection Policies (including the reduction of the
required minimum monthly payment, the calculation of the amount, or the timing,
of charge offs and periodic finance charges and other fees assessed thereon),
but subject to Section 6.3(b) and only if such change is made
applicable to any comparable segment of the revolving credit card accounts
owned and serviced by Originator which have characteristics the same as, or
substantially similar to, the Accounts that are the subject of such change,
except as otherwise restricted by an endorsement, sponsorship or other
agreement between Originator and an unrelated third party or by the terms of
the Credit Card Program Agreements.


 


Section 6.3             Negative
Covenants of Transferor.  Transferor
covenants and agrees that, without the prior written consent of Buyer, from and
after the Closing Date and until the date after the Agreement Termination Date
when the Outstanding Balances of all Transferred Receivables transferred
hereunder prior to such Agreement Termination Date have been reduced to zero:


 


(a)           Liens.  Transferor shall not create, incur, assume
or permit to exist any Lien, other than Permitted Encumbrances, on or with
respect to the Transferred Assets.


 


(b)           Periodic Finance
Charges and Other Fees.  Except as
otherwise required by any Requirement of Law, or as is deemed by Originator to
be necessary in order for it to maintain its credit card business, based upon
Originator’s good faith assessment, in its sole discretion, of the nature of
the competition in the credit card business, Transferor shall not at any time
permit Originator to reduce the periodic finance charges assessed on any
Transferred Receivable or other fees on any Account if, as a result of such
reduction, Transferor’s reasonable expectation of the portfolio yield for any
series of notes secured, directly or indirectly, by the Transferred
Receivables, as of the date of such reduction would be less than the then base
rate for that series, as determined in accordance with the terms of that
series.  In any event, Transferor shall
not permit Originator to reduce the periodic finance charges assessed on any
Transferred Receivable or other fees on any Account without the consent of
Buyer, which consent Buyer shall provide unless the giving of such consent is
prohibited by any agreement to which Buyer is a party or if the reduction would
cause the Buyer to fail to make required payments under any such agreement.


 


(c)           UCC Matters.  Transferor shall not change its state of
organization or incorporation or its name such that any financing statement
filed to perfect Buyer’s interests under this Agreement would become seriously
misleading, unless Transferor shall have given Buyer not less than 30 days’
prior written notice of such change.


 


(d)           No Proceedings.  From and after the Closing Date and until
the date one year plus one day following the date on which all amounts due with
respect to securities rated by a Rating Agency that were issued by any entity
holding Transferred Assets have been paid in full in cash, Transferor shall
not, directly or indirectly, institute or cause to be instituted against Buyer
any bankruptcy, reorganization, arrangement, insolvency or


 


33

















 


liquidation
proceeding or other proceeding under any federal or state bankruptcy or similar
law; provided that the foregoing shall not in any way limit Transferor’s
right to pursue any other creditor rights or remedies that Transferor may have
under any applicable law.  Without
prejudice to the survival of any other agreement of the Transferor hereunder,
the agreements and obligations of the Transferor under this Section 6.3(d)
shall survive the termination to this Agreement.


 


(e)           Sale
Characterization.  For accounting
purposes, Transferor shall not account for the transactions contemplated by
this Agreement in any manner other than, with respect to the sale or
contribution of each Transferred Receivable, as a true sale and/or absolute
assignment of its full right, title and ownership interest in the related
Transferred Assets to Buyer.  Transferor
shall also maintain its records and books of account in a manner which clearly
reflects each such sale or contribution of the Transferred Receivables to
Buyer.


 


(f)            Amendment to Bank
Receivables Sale Agreement. 
Transferor shall not amend the Bank Receivables Sale Agreement if such
amendment would materially adversely affect the interests of the Buyer or any
of the Buyer’s creditors.


 


Section 6.4             No-Petition
Covenant of Buyer.  Buyer covenants
and agrees that, from and after the Closing Date and until the date one year
plus one day following the date on which all amounts due with respect to
securities rated by a Rating Agency that were issued by any entity holding
Transferred Assets have been paid in full in cash, Buyer shall not, directly or
indirectly, institute or cause to be instituted against Transferor any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding
or other proceeding under any federal or state bankruptcy or similar law; provided
that the foregoing shall not in any way limit Buyer’s right to pursue any other
creditor rights or remedies that Transferor may have under any applicable
law.  Without prejudice to the survival
of any other agreement of the Buyer hereunder, the agreements and obligations
of the Buyer under this Section 6.4 shall survive the termination
of this Agreement.


 


ARTICLE VII



MISCELLANEOUS


 


Section 7.1             Notices.  Except as otherwise provided herein,
whenever it is provided herein that any notice, demand, request, consent,
approval, declaration or other communication shall or may be given to or served
upon any of the parties by any other parties, or whenever any of the parties
desires to give or serve upon any other parties any communication with respect
to this Agreement, each such notice, demand, request, consent, approval,
declaration or other communication shall be in writing and shall be deemed to
have been validly served, given or delivered (a) upon the earlier of actual
receipt and three Business Days after deposit in the United States mail,
registered or certified mail, return receipt requested, with proper postage
prepaid, (b) upon transmission, when sent by telecopy or other similar
facsimile transmission (with such telecopy or facsimile promptly confirmed by
delivery of a copy by personal delivery or United States mail as otherwise
provided in this Section 7.1), (c) one Business Day after


 


34

















 


deposit with a
reputable overnight courier with all charges prepaid or (d) when delivered, if hand-delivered
by messenger, all of which shall be addressed to the party to be notified and
sent to the address or facsimile number set forth below or to such other
address (or facsimile number) as may be substituted by notice given as herein
provided.  The giving of any notice
required hereunder may be waived in writing by the party entitled to receive
such notice.  Failure or delay in
delivering copies of any notice, demand, request, consent, approval,
declaration or other communication to any Person (other than Buyer) designated
in any written communication provided hereunder to receive copies shall in no
way adversely affect the effectiveness of such notice, demand, request,
consent, approval, declaration or other communication.  Notwithstanding the foregoing, whenever it
is provided herein that a notice is to be given to any other party hereto by a
specific time, such notice shall be effective only if actually received by such
party prior to such time, and if such notice is received after such time or on
a day other than a Business Day, such notice shall be effective only on the
immediately succeeding Business Day.


 


If to Transferor:



RFS HOLDING, L.L.C.

1600 Summer Street, 6th Floor

Stamford, CT 06927

Attention:              Manager
Securitization

Telephone:            (203) 357-4756

Facsimile:               (203) 357-6796


 


with a copy
to:



GENERAL ELECTRIC CAPITAL CORPORATION

1600 Summer Street, 4th Floor

Stamford, CT  06927

Attention:              Portfolio
Manager

Telephone:            (203) 357-4328

Facsimile:               (203) 961-2953


 


If to Buyer:



GE CAPITAL CREDIT CARD MASTER NOTE TRUST

c/o The Bank of New York

101 Barclay Street

Floor 8 West (ABS Unit)

Attention:  Antonio Vayas

Telephone:  (212) 815-8322

Facsimile:  (212) 815-2493, or 3883


 


35

















 


with a copy to:



GENERAL ELECTRIC CAPITAL CORPORATION

1600 Summer Street, 4th Floor

Stamford, CT  06927

Attention:              Portfolio
Manager

Telephone:            (203) 357-4328

Facsimile:               (203) 961-2953


 


Section 7.2             No
Waiver; Remedies.  (a) Either
party’s failure, at any time or times, to require strict performance by the
other party hereto of any provision of this Agreement shall not waive, affect
or diminish any right of such party thereafter to demand strict compliance and
performance herewith or therewith.  Any
suspension or waiver of any breach or default hereunder shall not suspend,
waive or affect any other breach or default whether the same is prior or
subsequent thereto and whether of the same or a different type.  None of the undertakings, agreements,
warranties, covenants and representations of either party contained in this
Agreement, and no breach or default by either party hereunder or thereunder,
shall be deemed to have been suspended or waived by the other party unless such
waiver or suspension is by an instrument in writing signed by an officer of or
other duly authorized signatory of such party and directed to the defaulting
party specifying such suspension or waiver.


 


(b)           Each party’s rights and
remedies under this Agreement shall be cumulative and nonexclusive of any other
rights and remedies that such party may have under any other agreement,
including the other Related Documents, by operation of law or otherwise.


 


Section 7.3             Successors
and Assigns.  This Agreement shall
be binding upon and shall inure to the benefit of Transferor and Buyer and
their respective successors and permitted assigns, except as otherwise provided
herein.  Except as provided below and in
Sections 2.9 or 4.1 of this Agreement, neither Buyer nor
Transferor may assign, transfer, hypothecate or otherwise convey its rights,
benefits, obligations or duties hereunder, without (i) satisfying the Rating
Agency Condition and (ii) obtaining the prior express written consent of the
other party.  Any such purported
assignment, transfer, hypothecation or other conveyance by Transferor without
the prior express written consent of Buyer and the satisfaction of the Rating
Agency Condition (if applicable) shall be void.  Transferor acknowledges that under the Indenture Security Agreement,
Buyer will grant security interests in its rights granted hereunder to the
Indenture Trustee, and upon any exercise of remedies with respect to such
security interests, the Indenture Trustee shall have, to the extent of such
assignment, all rights of Buyer hereunder and such transferee may in turn
transfer such rights.  The terms and
provisions of this Agreement are for the purpose of defining the relative
rights and obligations of Transferor and Buyer with respect to the transactions
contemplated hereby and no Person shall be a third-party beneficiary of any of
the terms and provisions of this Agreement.


 


Section 7.4             Termination.  This Agreement shall create and constitute
the continuing obligations of the parties hereto in accordance with its terms,
and shall remain


 


36

















 


in full force
and effect until the earlier of (a) the termination of the Buyer as provided in
the Trust Agreement and (b) the date selected by Transferor upon prior notice
thereof to Buyer (such date the “Agreement Termination Date”).


 


Section 7.5             Survival.  Except as otherwise expressly provided
herein or in any other Related Document, no termination or cancellation
(regardless of cause or procedure) of any commitment made by Transferor under
this Agreement shall in any way affect or impair the obligations, duties and
liabilities of Transferor or the rights of Transferor relating to any unpaid
portion of any and all obligations of Transferor to Buyer, due or not due,
liquidated, contingent or unliquidated or any transaction or event occurring
prior to such termination, or any transaction or event, the performance of
which is required after the Agreement Termination Date.  Except as otherwise expressly provided
herein or in any other Related Document, all undertakings, agreements, covenants,
warranties and representations of or binding upon Transferor, and all rights of
Transferor hereunder shall not terminate or expire, but rather shall survive
any such termination or cancellation and shall continue in full force and
effect until the date after the Agreement Termination Date when the Outstanding
Balances of all Transferred Receivables transferred hereunder prior to such
Agreement Termination Date have been reduced to zero; provided, that the
rights and remedies pursuant to the provisions of Sections 2.5, 6.3(c),
7.3, 7.11 and 7.13 shall be continuing and shall survive
any termination of this Agreement.


 


Section 7.6             Complete
Agreement; Modification of Agreement. 
This Agreement constitutes the complete agreement between the parties with
respect to the subject matter hereof, supersedes all prior agreements and
understandings relating to the subject matter hereof and thereof, and may not
be modified, altered or amended except by written agreement of the parties
hereto.  The parties shall give prior
written notice of any material amendment of this Agreement to the Rating
Agencies.


 


Section 7.7             GOVERNING LAW; CONSENT TO JURISDICTION; WAIVER OF JURY
TRIAL.  (a) THIS AGREEMENT AND THE OBLIGATIONS ARISING HEREUNDER
SHALL IN ALL RESPECTS, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND
PERFORMANCE, BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE
INTERNAL LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO THE CONFLICT OF LAW
PROVISIONS THEREOF) AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA.


 


(b)           EACH PARTY HERETO HEREBY CONSENTS AND AGREES THAT THE
STATE OR FEDERAL COURTS LOCATED IN THE BOROUGH OF MANHATTAN IN NEW YORK CITY
SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES
BETWEEN THEM PERTAINING TO THIS AGREEMENT OR TO ANY MATTER ARISING OUT OF OR
RELATING TO THIS AGREEMENT; PROVIDED, THAT EACH PARTY HERETO
ACKNOWLEDGES THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY A COURT
LOCATED OUTSIDE OF THE BOROUGH OF MANHATTAN IN NEW YORK


 


37

















 


CITY;
PROVIDED  FURTHER,
THAT NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE BUYER
FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO
REALIZE ON THE RECEIVABLES OR ANY SECURITY FOR THE OBLIGATIONS OF TRANSFEROR
ARISING HEREUNDER OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF
BUYER.  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 7.1  AND
THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF SUCH PARTY’S
ACTUAL RECEIPT THEREOF OR THREE DAYS AFTER DEPOSIT IN THE UNITED STATES MAIL,
PROPER POSTAGE PREPAID.  NOTHING IN THIS
SECTION SHALL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE LEGAL PROCESS
IN ANY OTHER MANNER PERMITTED BY LAW.


 


BECAUSE
DISPUTES ARISING IN CONNECTION WITH COMPLEX FINANCIAL TRANSACTIONS ARE MOST
QUICKLY AND ECONOMICALLY RESOLVED BY AN EXPERIENCED AND EXPERT PERSON AND THE
PARTIES WISH APPLICABLE STATE AND FEDERAL LAWS TO APPLY (RATHER THAN
ARBITRATION RULES), THE PARTIES DESIRE THAT THEIR DISPUTES BE RESOLVED BY A
JUDGE APPLYING SUCH APPLICABLE LAWS. 
THEREFORE, 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.


 


Section 7.8             Counterparts.  This Agreement may be executed in any number
of separate counterparts, each of which shall collectively and separately
constitute one agreement.


 


38

















 


Section 7.9             Severability.  Wherever possible, each provision of this
Agreement shall be interpreted in such a manner as to be effective and valid
under applicable law, but if any provision of this Agreement shall be
prohibited by or invalid under applicable law, such provision shall be
ineffective only to the extent of such prohibition or invalidity without
invalidating the remainder of such provision or the remaining provisions of
this Agreement.


 


Section 7.10           Section Titles.  The section titles and table of
contents contained in this Agreement are provided for ease of reference only
and shall be without substantive meaning or content of any kind whatsoever and
are not a part of the agreement between the parties hereto.


 


Section 7.11           No
Setoff.  Transferor’s obligations
under this Agreement shall not be affected by any right of setoff,
counterclaim, recoupment, defense or other right Transferor might have against
Buyer, all of which rights are hereby expressly waived by Transferor.


 


Section 7.12           Confidentiality.  NOTWITHSTANDING ANYTHING TO THE CONTRARY SET
FORTH HEREIN, THE OBLIGATIONS OF CONFIDENTIALITY CONTAINED HEREIN, SHALL NOT
APPLY TO THE FEDERAL TAX STRUCTURE OR FEDERAL TAX TREATMENT OF THIS
TRANSACTION, AND EACH PARTY (AND ANY EMPLOYEE, REPRESENTATIVE, OR AGENT OF ANY
PARTY) MAY DISCLOSE TO ANY AND ALL PERSONS, WITHOUT LIMITATION OF ANY KIND, THE
FEDERAL TAX STRUCTURE AND FEDERAL TAX TREATMENT OF THIS TRANSACTION.  THE PRECEDING SENTENCE IS INTENDED TO CAUSE
THIS TRANSACTION TO BE TREATED AS NOT HAVING BEEN OFFERED UNDER CONDITIONS OF
CONFIDENTIALITY FOR PURPOSES OF SECTION 1.6011-4(B)(3) (OR ANY SUCCESSOR
PROVISION) OF THE TREASURY REGULATIONS PROMULGATED UNDER SECTION 6011 OF
THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, AND SHALL BE CONSTRUED IN A
MANNER CONSISTENT WITH SUCH PURPOSE.  IN
ADDITION, EACH PARTY ACKNOWLEDGES THAT IT HAS NO PROPRIETARY OR EXCLUSIVE
RIGHTS TO THE FEDERAL TAX STRUCTURE OF THIS TRANSACTION OR ANY FEDERAL TAX
MATTER OR FEDERAL TAX IDEA RELATED TO THIS TRANSACTION.


 


Section 7.13           Further
Assurances.  (a) Transferor shall,
at its sole cost and expense, upon request of Buyer, promptly and duly authorize,
execute and/or deliver, as applicable, any and all further instruments and
documents and take such further actions that may be necessary or desirable or
that Buyer may request to carry out more effectively the provisions and
purposes of this Agreement or to obtain the full benefits of this Agreement and
of the rights and powers herein granted, including authorizing and filing any
financing or continuation statements under the UCC with respect to the
ownership interests or Liens granted hereunder.  Transferor hereby authorizes Buyer to file any such financing or
continuation statements without the signature of Transferor to the extent
permitted by applicable law.  A carbon,
photographic or other reproduction of this Agreement or of any notice or financing
statement covering the Transferred Assets or


 


39

















 


any part
thereof shall be sufficient as a notice or financing statement where permitted
by law. If any amount payable under or in connection with any of the
Transferred Assets is or shall become evidenced by any instrument, such
instrument, other than checks and notes received in the ordinary course of
business, shall be duly endorsed in a manner satisfactory to Buyer immediately
upon Transferor’s receipt thereof and promptly delivered to or at the direction
of Buyer.


 


(b)           If Transferor fails to
perform any agreement or obligation under this Section 7.13, Buyer
may (but shall not be required to) itself perform, or cause performance of,
such agreement or obligation, and the reasonable expenses of Buyer incurred in
connection therewith shall be payable by Transferor upon demand of Buyer.


 


(c)           Transferor shall
deliver to Buyer (i) upon the execution and delivery of each amendment of this
Agreement, an Opinion of Counsel to the effect specified in Exhibit C;
(ii) on each Addition Cut-Off Date on which any Additional Accounts are to be
designated as Accounts pursuant to Section 2.6, an Opinion of
Counsel substantially in the form of Exhibit D; and (iii) on or before
March 31 of each year following the year in which the RFS Funding Trust
Termination Date occurs, an Opinion of Counsel substantially in the form of Exhibit
E.


 


Section 7.14           Accounting
Changes.  If any Accounting Changes
occur and such changes result in a change in the standards or terms used
herein, then the parties hereto agree to enter into negotiations in order to
amend such provisions so as to equitably reflect such Accounting Changes with
the desired result that the criteria for evaluating the financial condition of
such Persons and their Subsidiaries shall be the same after such Accounting
Changes as if such Accounting Changes had not been made.  If the parties hereto agree upon the
required amendments to this Agreement, then after appropriate amendments have
been executed and the underlying Accounting Change with respect thereto has
been implemented, any reference to GAAP contained herein shall, only to the
extent of such Accounting Change, refer to GAAP consistently applied after
giving effect to the implementation of such Accounting Change.  If such parties cannot agree upon the
required amendments within 30 days following the date of implementation of any
Accounting Change, then all financial statements delivered and all standards
and terms used herein shall be prepared, delivered and used without regard to
the underlying Accounting Change.


 


Section 7.15           No
Indirect or Consequential Damages.  NO PARTY TO THIS AGREEMENT SHALL BE RESPONSIBLE OR
LIABLE TO ANY OTHER PARTY TO THIS AGREEMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD
PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS
DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR
CONSEQUENTIAL DAMAGES THAT MAY BE ALLEGED AS A RESULT OF ANY TRANSACTION
CONTEMPLATED HEREUNDER.


 


Section 7.16           Limitation
of Liability of the Trustee. 
Notwithstanding anything contained herein to the contrary, this
instrument has been countersigned by The Bank of


 


40

















 


New York
(Delaware), not in its individual capacity but solely in its capacity as
Trustee of Buyer, and in no event shall The Bank of New York (Delaware), in its
individual capacity, or any beneficial owner of Buyer have any liability for
the representations, warranties, covenants, agreements or other obligations of
Buyer hereunder, as to all of which recourse shall be had solely to the assets
of Buyer.  For all purposes of this
Agreement, in the performance of any duties or obligations of Buyer thereunder,
the Trustee shall be subject to, and entitled to the benefits of, the terms and
provisions of Article VIII of the Trust Agreement.


 


41

















 


IN WITNESS
WHEREOF, Transferor and Buyer have caused this Transfer Agreement to be duly
executed by their respective officers as of the day and year first above
written.


 


 


	
   

  	
  RFS HOLDING, L.L.C., as Transferor

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Iain J. Mackay

  	
   

  
	
   

  	
  Name:

  	
  Iain J. Mackay

  	
   

  
	
   

  	
  Title: 

  	
  Chief Financial Officer and Manager

  	
   

  
	
   

  	
  GE CAPITAL CREDIT CARD MASTER NOTE TRUST,
  Buyer

  
	
   

  	
   

  
	
   

  	
  By:

  	
  THE BANK OF
  NEW YORK (DELAWARE), not in its individual capacity but solely as Trustee on
  behalf of the Buyer

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael
  Santino

  	
   

  
	
   

  	
  Name:

  	
  Michael
  Santino

  	
   

  
	
   

  	
  Title:

  	
  Senior Vice
  President

  	
   

  
								



 


S-1

















 


SCHEDULE 1


 


LIST OF ACCOUNTS


 


 


[Delivered Separately]**


 












*     The initial Account Schedule does
not identify the aggregate amount of receivables in the Accounts described
therein


 

















 


SCHEDULE 6.1(a)


 


TRANSFEROR’S UCC INFORMATION


 


Legal Name


 


RFS Holding,
L.L.C.


 


Jurisdiction
of Organization


 


Delaware


 


Address of
Chief Executive Officer


 


1600 Summer
Street, 6th Floor


Stamford, CT
06927


 


S-1

















 


EXHIBIT A


 


FORM OF ASSIGNMENT OF TRANSFERRED RECEIVABLES

IN ADDITIONAL ACCOUNTS


 


(As required by Section 2.6 of the Transfer Agreement)


 


ASSIGNMENT No.
        OF TRANSFERRED RECEIVABLES IN ADDITIONAL ACCOUNTS (this “Assignment”)
dated as of                     ,
20[__], by and among RFS HOLDING, LLC, a limited liability company organized
under the laws of the State of Delaware, as Transferor (“Transferor”)
and GE CAPITAL CREDIT CARD MASTER NOTE TRUST (“Buyer”), pursuant to the
Transfer Agreement referred to below.


 


W I T N E S S E T H :


 


WHEREAS,
Transferor and Buyer are parties to the Transfer Agreement, dated as of September 25,
2003 (as it may be amended and supplemented from time to time the “Agreement”);
and


 


WHEREAS,
pursuant to the Agreement, Transferor wishes to designate Additional Accounts
to be included as Accounts and to convey the Transferred Receivables in such
Additional Accounts that have been designated “Additional Accounts” pursuant to
the Agreement, whether now existing or hereafter created, to Buyer (as each
such term is defined in the Agreement); and


 


WHEREAS, Buyer
is willing to accept such designation and conveyance subject to the terms and
conditions hereof;


 


NOW,
THEREFORE, Transferor and Buyer hereby agree as follows:


 


1.             Defined Terms.  All terms defined in the Agreement and used
herein shall have such defined meanings when used herein, unless otherwise
defined herein.


 


“Addition Date” means, with respect to the Additional Accounts
designated hereby,
[                          ],
20[       ].


 


“Addition Cut-Off Date” means, with respect to Additional
Accounts designated hereby,
[              ],
20[   ].


 


“Notice Date” means, with respect to the Additional Accounts
designated hereby,
[                          ],
20[       ].


 


2.             Designation of
Additional Accounts.  The Accounts
listed on Schedule 1 to this Assignment have been designated
“Additional Accounts” pursuant to the Agreement.  Schedule 1 to this Assignment, as of the Addition
Date, shall supplement Schedule 1 to the Agreement as required by Section 2.1(c)
of the Agreement.


 


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3.             Conveyance of
Transferred Receivables.  (a)  Transferor does hereby transfer, assign, set
over and otherwise convey, without recourse except as set forth in this
Agreement, to Buyer, all its right, title and interest in, to and under the
Receivables in such Additional Accounts existing at the close of business on
the Addition Date and thereafter created from time to time until the Agreement
Termination Date, the Related Security and Collections with respect thereto,
together with all monies due or to become due and all amounts received or
receivable with respect thereto and Insurance Proceeds relating thereto and all
proceeds of the foregoing.  The
foregoing does not constitute and is not intended to result in the creation or
assumption by Buyer of any obligation of any Originator, Transferor or any
other Person in connection with the Accounts or the Transferred Receivables or
under any agreement or instrument relating thereto, including any obligation to
Obligors, merchant banks, Retailers, clearance systems or insurers.


 


(b)           Transferor
agrees to record and file, at its own expense, financing statements (and
continuation statements when applicable) with respect to the Transferred
Receivables in Additional Accounts existing on the Addition Date and thereafter
created meeting the requirements of applicable state law in such manner and in
such jurisdictions as are necessary to perfect, and maintain perfection of, the
sale and assignment of its interest in such Receivables to Buyer, and to
deliver a file-stamped copy of each such financing statement or other evidence
of such filing to Buyer within ten (10) days of the Addition Date.  Buyer shall be under no obligation
whatsoever to file such financing or continuation statements or to make any
other filing under the UCC in connection with such sale and assignment.


 


(c)           In
connection with such assignment, Transferor further agrees, at its own expense,
on or prior to the date of this Assignment, to indicate and cause Servicer to
indicate in the appropriate computer files that Receivables created in
connection with the Additional Accounts and designated hereby have been
conveyed to Buyer pursuant to the Agreement and this Assignment.


 


(d)           Transferor
does hereby grant to Buyer a security interest in all of its right, title and
interest, whether now owned or hereafter acquired, in and to the Receivables in
the Additional Accounts existing on the Addition Date and thereafter created,
the Related Security and Collections with respect thereto, together with all
monies due or to become due and all amounts received or receivable with respect
thereto and all Insurance Proceeds relating thereto and all proceeds of the
foregoing.  This Assignment constitutes
a security agreement under the UCC.


 


4.             Acceptance by
Buyer.  Buyer hereby acknowledges
its acceptance in trust of all right, title and interest to the property,
existing on the Addition Date and thereafter created, conveyed to Buyer
pursuant to Section 3(a) of this Assignment.  Buyer further acknowledges that, prior to or
simultaneously with the execution and delivery of this Assignment, Transferor
delivered to it the Account Schedule described in Section 2 of
this Assignment.


 


5.             Representations
and Warranties of Transferor. 
Transferor hereby represents and warrants to Buyer as of the Addition
Date:


 


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(a)           This
Assignment constitutes a legal, valid and binding obligation of Transferor
enforceable against Transferor in accordance with its terms, except as such
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws now or hereafter in effect
affecting the enforcement of creditors’ rights in general and the rights of
creditors of national banking associations and except as such enforceability
may be limited by general principles of equity (whether considered in a suit at
law or in equity);


 


(b)           each
of the Transferred Receivables satisfies the criteria for an Eligible
Receivable as of the Addition Cut-Off Date;


 


(c)           each
Additional Account is, as of the Addition Cut-Off Date, an Eligible Account,


 


(d)           no
selection procedures believed by Transferor to be materially adverse to the
interests of Buyer or any of its creditors were utilized in selection the
Additional Accounts from the available Eligible Accounts;


 


(e)           as
of the Addition Date, Transferor is solvent;


 


(f)            the
Account Schedule delivered pursuant to this Assignment, is an accurate and
complete listing in all material respects of all the Accounts as of the related
Addition Cut-Off Date, and the information contained therein with respect to
the identify of such Accounts and the Transferred Receivables existing in such
Accounts, is true and correct in all material respects as of the Addition
Cut-Off Date;


 


(g)           the
Agreement and this Assignment creates a valid and continuing security interest
in the Receivables in the Additional Accounts in and the Related Security and
Collection with respect thereto and, together with all monies due or to become
due and all amounts received or receivable with respect thereto and Insurance
Proceeds relating thereto and the proceeds thereof in favor of Buyer and is
enforceable against creditors of and purchasers of Transferor with respect to
the Receivables and the Related Security and Collections with respect thereto,
together with all monies due or to become due and all amounts received or
receivable with respect thereto and all Insurance Proceeds related thereto and
the proceeds thereof, as such enforceability may be limited by applicable Debtor
Relief Laws, now or hereafter in effect, and by general principles of equity
(whether considered in a suit at law or in equity) and (y) upon filing of the
financing statements described herein and, in the case of Transferred
Receivables thereafter created, upon the creation thereof, will be prior to all
other Liens (other than Permitted Encumbrances);


 


(h)           the
Transferred Receivables constitute “accounts” within the meaning of UCC
Section 9-102;


 


(i)            immediately
prior to the conveyance of the Receivables pursuant to this Agreement,
Transferor owns and has good and marketable title to, or has a valid security
interest in, the Receivables free and clear of any Lien, claim or encumbrance
of any Person, (other than Permitted Encumbrances); and


 


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(j)            subject
to Permitted Encumbrances, other than the transfer and assignment and the
security interest granted to Buyer pursuant to this Agreement, Transferor had
not pledged, assigned, sold, granted a security interest in, or otherwise
conveyed any of the Transferred Receivables. 
Transferor has not authorized the filing of and is not aware of any
financing statements against Transferor that included a description of collateral
covering the Transferred Receivables.


 


6.             Amendment of the
Agreement.  The Agreement is hereby
amended to provide that all references therein, to “this Agreement” and
“herein” shall be deemed from and after the Addition Date to be a dual
reference to the Agreement as supplemented by this Assignment.  Except as expressly amended hereby, all of
the representations, warranties, terms, covenants and conditions of the
Agreement shall remain unamended and shall continue to be, and shall remain, in
full force and effect in accordance with its terms.


 


7.             Counterparts.  This Assignment may be executed in two or
more counterparts (and by different parties on separate counterparts), each of
which shall be an original, but all of which together shall constitute one and
the same instrument.


 


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


 


9.             Limitation of
Liability of the Administrator. 
Notwithstanding anything contained herein to the contrary, this
instrument has been countersigned by General Electric Capital Corporation, not
in its individual capacity but solely in its capacity as Administrator of
Buyer, and in no event shall General Electric Capital Corporation, in its
individual capacity, or any beneficial owner of Buyer have any liability for
the representations, warranties, covenants, agreements or other obligations of
Buyer hereunder, as to all of which recourse shall be had solely to the assets
of Buyer.  For all purposes of this
Agreement, in the performance of any duties or obligations of Buyer thereunder,
the Administrator shall be subject to, and entitled to the benefits of, the
terms and provisions of Article [       ]
of the Administration Agreement.


 


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IN WITNESS
WHEREOF, the undersigned have caused this Assignment of Transferred Receivables
in Additional Accounts to be duly executed and delivered by their respective
duly authorized officers on the day and year first above written.


 


 


	
   

  	
  RFS HOLDING, L.L.C., Transferor

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GE CAPITAL CREDIT CARD MASTER NOTE TRUST,
  Buyer

  
	
   

  	
   

  
	
   

  	
  By: GENERAL ELECTRIC CAPITAL CORPORATION, not in its individual capacity but solely as Administrator
  on behalf of the Buyer

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
											



 


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Schedule I

to Assignment of Transferred Receivables

in Additional Accounts


 


 


ADDITIONAL ACCOUNTS


 


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EXHIBIT B


 


FORM OF REASSIGNMENT OF RECEIVABLES

IN REMOVED ACCOUNTS


 


(As required by Section 2.7 of the Transfer Agreement)


 


REASSIGNMENT
No.
                 
OF RECEIVABLES IN REMOVED ACCOUNTS dated as of
                 ,
20[   ], by and among RFS HOLDING, LLC, a limited liability
company organized under the laws of the State of Delaware, as Transferor (the “Transferor”),
and GE CAPITAL CREDIT CARD MASTER NOTE TRUST (the “Buyer”), pursuant to
the Transfer Agreement referred to below.


 


WITNESSETH:


 


WHEREAS
Transferor and Buyer are parties to the Transfer Agreement, dated as of
September 25, 2003 (as it may be amended and supplemented from time to
time the “Agreement”);


 


WHEREAS
pursuant to the Agreement, Transferor wishes to remove from Buyer all
Transferred Receivables owned by Buyer in certain designated Accounts and to
cause Buyer to reconvey the Transferred Receivables of such Removed Accounts,
whether now existing or hereafter created, from Buyer to Transferor; and


 


WHEREAS Buyer
is willing to accept such designation and to reconvey the Transferred
Receivables in the Removed Accounts subject to the terms and conditions hereof;


 


NOW,
THEREFORE, Transferor and Buyer hereby agree as follows:


 


1.             Defined Terms.  All terms defined in the Agreement and used
herein shall have such defined meanings when used herein, unless otherwise
defined herein.


 


“Removal
Date” means, with respect to the Removed Accounts designated hereby,                 ,
          .


 


“Removal
Notice Date” means, with respect to the Removed Accounts
                 ,
        .


 


2.             Designation of
Removed Accounts.  Schedule 1
to this Reassignment, as of the Removal Date, shall supplement Schedule 1
to the Agreement as required by Section 2.1(c) of the Agreement.


 


3.             Conveyance of
Transferred Receivables.  (a) Buyer
does hereby transfer, assign, set over and otherwise convey to Transferor,
without representation, warranty or recourse, on and after the Removal Date,
all right, title and interest of Buyer in, to and under the Transferred
Receivables existing at the close of business on the Removal Date and
thereafter created from time to time in the Removed Accounts designated hereby,
the


 


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Related
Security and Collections with respect thereto, together with all monies due or
to become due and all amounts received or receivable with respect thereto and
all Insurance Proceeds related thereto and all proceeds of the foregoing.


 


(b)           In connection with such
transfer, Buyer agrees to execute and deliver to Transferor on or prior to the
date this Reassignment is delivered, applicable termination statements prepared
by Transferor with respect to the Transferred Receivables existing at the close
of business on the Removal Date and thereafter created from time to time in the
Removed Accounts reassigned hereby and the proceeds thereof evidencing the
release by Buyer of its interest in the Transferred Receivables in the Removed
Accounts, and meeting the requirements of applicable state law, in such manner
and such jurisdictions as are necessary to terminate such interest.


 


4.             Representations
and Warranties of Transferor. 
Transferor hereby represents and warrants to Buyer as of the Removal
Date:


 


(a)           Legal Valid and
Binding Obligation.  This
Reassignment Agreement constitutes a legal, valid and binding obligation of
Transferor enforceable against Transferor in accordance with its terms, except
as such enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws now or hereafter in effect
affecting the enforcement of creditors’ rights in general and except as such
enforceability may be limited by general principles of equity (whether
considered in a suit at law or in equity);


 


(b)           Early Amortization
Event.  Transferor reasonably
believes that (i) the removal of the Transferred Receivables existing in the
Removed Accounts will not, based on the facts known to Transferor, then or
thereafter cause an Early Amortization Event to occur with respect to any
series, (ii) no selection procedure believed by Transferor to be materially
adverse to the interests of Buyer or any of its creditors has been used in
removing Removed Accounts from among any pool of Accounts of a similar type (it
being understood that Transferor will not be deemed to have used such an
adverse selection procedure in connection with any Involuntary Removal) as of
the Removal Date and (iii) Accounts (or administratively convenient groups of
Accounts, such as billing cycles) were chosen for removal on a random basis or
another basis that Transferor believes is consistent with achieving
derecognition of the Transferred Receivables under GAAP;


 


(c)           List of Removed
Accounts.  The list of Removed
Accounts attached hereto, is an accurate and complete listing in all material
respects of all the Accounts as of the Removal Date; and


 


(d)           Receivables Tests.  The Aggregate Outstanding Balance of
Principal Receivables in the Removed Accounts did not exceed the lesser of (i)
the Free Equity Amount over the Minimum Free Equity Amount or (ii) the excess
of the Note Trust Principal Balance over the Required Principal Balance, all
measured as of the end of the most recently ended Monthly Period.


 


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5.             Amendment of the
Agreement. The Agreement is hereby amended to provide that all references
therein to “this Agreement” and “herein” shall be deemed from and after the
Removal Date to be a dual reference to the Agreement as supplemented by this
Reassignment.  Except as expressly
amended hereby, all of the representations, warranties, terms and covenants and
conditions of the Agreement shall remain unamended and shall continue to be and
shall remain in full force and effect in accordance with its terms.


 


6.             Counterparts.  This Reassignment may be executed in two or
more counterparts, and by different parties on separate counterparts), each of
which shall be an original, but all of which shall constitute one and the same
instrument.


 


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


 


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IN WITNESS
WHEREOF, the undersigned have caused this Reassignment Agreement to be duly
executed and delivered by their respective duly authorized officers on the day
and year first above written.


 


 


	
   

  	
  RFS HOLDING, L.L.C., Transferor

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GE CAPITAL CREDIT CARD MASTER NOTE TRUST,
  Buyer

  
	
   

  	
   

  
	
   

  	
  By: GENERAL ELECTRIC CAPITAL CORPORATION, not in its individual capacity but solely as Administrator
  on behalf of the Buyer

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
								



 


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Schedule 1

to Reassignment Agreement


 


 


REMOVED ACCOUNTS


 


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EXHIBIT C


 


FORM OF OPINION OF COUNSEL WITH RESPECT

TO AMENDMENTS


 


(Provisions to be included in

Opinion of Counsel to be delivered pursuant

to Section 7.13(c)(i))


 


The opinions
set forth below may be subject to all the qualifications, assumptions,
limitations and exceptions taken or made in the Opinions Of Counsel delivered
on the RFS Funding Trust Termination Date.


 


(i)            The
amendment to this Agreement attached hereto as Schedule 1 (the “Amendment”),
has been duly authorized, executed and delivered by Transferor and constitutes
the legal, valid and binding agreement of Transferor enforceable in accordance
with its terms, except as such enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or other laws from time to
time in effect affecting creditors’ rights generally or the rights of creditors
of national banking associations.  The
enforceability of the obligations of Transferor is also subject to general
principles of equity (regardless of whether such enforceability is considered
in a proceeding in equity or at law)


 


(ii)           The
Amendment has been entered into in accordance with the terms and provisions of Section 7.2
of this Agreement.


 

















 


EXHIBIT D


 


FORM OF OPINION OF COUNSEL WITH RESPECT

TO ADDITION OF ADDITIONAL ACCOUNTS


 


(Provisions to be included in

Opinion of Counsel to be

delivered pursuant to

Section 7.13(c)(ii))


 


The opinions
set forth below may be subject to appropriate qualifications, assumptions,
limitations and exceptions.


 


1.             The provisions of the
Transfer Agreement are effective under the UCC to create in favor of Buyer a
valid security interest in Transferor’s rights in the Transferred Receivables
in such Additional Accounts and the identifiable proceeds thereof (the “Specified
Assets”).


 


2.             The security interest
in the Specified Assets created by the Transfer Agreement will be perfected by
the filing of the Financing Statements as described and defined in such
opinion.  Based solely upon our review
of the UCC Searches as described and defined in such opinion, such perfected
security interest in the Specified Assets is prior to any other security
interest granted by Originator that is perfected solely by filing of Financing
Statements in the Search Offices as described and defined in such opinion that
covers the Specified Assets.


 

















 


EXHIBIT E


 


PROVISIONS TO BE INCLUDED IN

ANNUAL OPINION OF COUNSEL

(To be delivered pursuant to Section 7.13(c)(iii))


 


The opinion
set forth below may be subject to certain qualification, assumptions,
limitations and exceptions taken or made in the opinion of counsel to otherwise
indicated, all capitalized terms used herein shall have the meanings ascribed
to them in the Transfer Agreement.


 


Assuming that
all relevant conditions specified in the Prior Opinion as described and defined
in such opinion addressing the security interest of Transferor remain with
respect to the Transferred Receivables in the Accounts and the proceeds thereof
(the “Specified Assets”) and the manner in which it is held still exists
and that no circumstance has occurred that would render the facts upon which
the Prior Opinion relied incorrect, we are of the opinion that no further
actions are necessary on the date hereof to perfect or continue the perfection
status of the security interest of Transferor in the Specified Assets.