EXHIBIT 4.6


 


RFS FUNDING TRUST, 

as Grantor,


 


 


DEUTSCHE BANK TRUST COMPANY AMERICAS,

as Indenture Trustee.


 


 


INDENTURE SECURITY AGREEMENT




Dated as of September 25, 2003


 


 


relating to


 


 


GE CAPITAL CREDIT CARD MASTER NOTE TRUST, 

as Issuer


 

















 


INDENTURE
SECURITY AGREEMENT, dated as of September 25, 2003
(this “Agreement” or this “Indenture Security Agreement”),
between RFS FUNDING TRUST, a Delaware statutory trust (the “Grantor”),
and Deutsche Bank Trust Company Americas, a New York banking corporation, as trustee
and not in its individual capacity (the “Indenture Trustee”).


 


GRANTING CLAUSE


 


The Grantor,
as security for the Issuer’s obligations under the Notes and the Indenture,
hereby Grants to Deutsche Bank Trust Company Americas, as the Indenture Trustee
for the benefit of the Noteholders and the Indenture Trustee, a security
interest in all of the Grantor’s right, title and interest in, to and under the
following, whether now existing or hereafter arising or acquired (collectively,
the “Collateral”):


 


(a)     the
Transferred Receivables;


 


(b)     Collections
related to and all money, instruments, investment property and other property
distributed or distributable in respect of (together with all earnings,
dividends, distributions, income, issues, and profits relating to) the
Transferred Receivables;


 


(c)     all
rights, remedies, powers, privileges and claims of the Grantor under or with
respect to the Servicing Agreement, the Trust Receivables Purchase Agreement
and the Bank Receivables Sale Agreement (whether arising pursuant to the terms
of the Servicing Agreement, the Trust Receivables Purchase Agreement or the
Bank Receivables Sale Agreement or otherwise available to the Grantor at law or
in equity), including the rights of the Grantor to enforce the Servicing Agreement
or the Trust Receivables Purchase Agreement, and to give or withhold any and
all consents, requests, notices, directions, approvals, extensions or waivers
under or with respect to the Servicing Agreement or the Trust Receivables
Purchase Agreement to the same extent as the Grantor could but for the
assignment and security interest granted to the Indenture Trustee for the
benefit of the Noteholders;


 


(d)     all
Insurance Proceeds;


 


(e)     all
money, accounts, general intangibles, chattel paper, instruments, goods
consisting of, arising from or related to the foregoing;


 


(f)      all
present and future claims, demands and causes in action in respect of any or
all of the foregoing and all payments on or under and all proceeds of every
kind and nature whatsoever in respect of any or all of the foregoing, including
all proceeds, products, rents, receipts or profits of the conversion, voluntary
or involuntary, into cash or other property, all cash and non-cash proceeds,
and other property consisting of, arising from or relating to all or any part
of any of the foregoing; and


 


(g)     any
proceeds of the foregoing.


 

















 


Deutsche Bank
Trust Company Americas, as Indenture Trustee on behalf of the Noteholders, (i)
acknowledges such Grant, and (ii) agrees to apply any proceeds of the
Collateral in accordance with the trusts under the Indenture in accordance with
the Indenture.


 


The Grantor
shall file, and hereby authorizes the Indenture Trustee to file, a UCC
financing statement with a collateral description covering the Collateral,
whether now existing or arising in the future.


 


ARTICLE I

DEFINITIONS


 


SECTION 1.1.        Definitions.  Except as otherwise specified or as the
context may otherwise require, the following capitalized terms only have the
meanings set forth below for all purposes of this Indenture Security Agreement.


 


“Account”
means, at any time, each credit card account then included as an “Account”
pursuant to (and as defined in) the Trust Receivables Purchase Agreement.


 


“Additional
Retailer” means any retailer for which Originator maintains a private label
credit card program, a dual card program or both, which is designated as an
“Additional Retailer” in accordance with the Trust Receivables Purchase
Agreement.


 


“Agreement” is defined in the preamble.


 


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


 


“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.


 


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


 


 “Collateral” is defined in the Granting
Clause of this Indenture Security Agreement.


 


“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 the
Originator or the 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) cash
proceeds of Related Security with respect to such Receivable and (c) any
in-store payments received by a Retailer, the Servicer or Originator with
respect to such Receivable.  Amounts
paid by Transferor pursuant to Section 2.5 of the Trust Receivables
Purchase Agreement shall be deemed to be


 


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Principal
Collections.  Amounts paid by Transferor
pursuant to Section 6.1(e) of the Trust Receivables Purchase Agreement
shall be deemed to be Principal Collections to the extent that they represent
the purchase price of Principal Receivables.


 


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


 


“Corporate
Trust Office” means the office of the Indenture Trustee from time to time
designated as the “Corporate Trust Office” pursuant to the Indenture.


 


 “Event of Default” is defined in 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.


 


“Funding
Agreement” means that certain Receivables Funding Agreement dated as of
June 27, 2003, between the Grantor and the lender specified therein, which
amends and restates that certain Third Amended and Restated Receivables Funding
and Servicing Agreement dated as of September 25, 1997 and amended and restated
as of July 22, 1998, as of March 22, 2001, and as of December 30, 2002, among
the Grantor, the same lender, the Servicer and GE Capital.


 


“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.


 


“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.


 


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


 


“Grant”
means to create and grant a Lien pursuant to this Indenture Security Agreement,
and other forms of the verb “to Grant” shall have correlative meanings.  A Grant with respect to the Collateral or
any other agreement or instrument shall include a grant of a Lien upon all
rights, powers and options (but none of the obligations) of the granting party
thereunder, including the right, upon the occurrence of a default and
declaration thereof by the party to whom such Grant is made, to claim for,
collect, receive and give receipt for principal and interest payments in
respect of the Collateral and all other amounts payable thereunder, to give and
receive notices and other communications, to make waivers or other agreements,
to exercise all rights and options, to bring Proceedings in the name of the
granting party or otherwise and generally to do and receive anything that the
granting party is or may be entitled to do or receive thereunder or with
respect thereto.


 


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


 


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“Indenture”
means the Indenture, dated as of September 25, 2003 between the Issuer 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
any 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, not in its individual
capacity but solely as Indenture Trustee under the Indenture and this
Agreement, or any successor Indenture Trustee under the Indenture and this
Agreement.


 


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


 


“Issuer”
means GE Capital Credit Card Master Note Trust, a Delaware statutory trust.


 


“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 Credit Card Bank of Georgia.


 


“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); provided, however, Permitted Encumbrances shall
not constitute a Lien.


 


“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.


 


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


 


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


 


“Note
Register” is defined in the Indenture.


 


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


 


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


 


“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.


 


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


 


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


 


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


 


“Principal
Collections” means Collections of Principal Receivables (after giving
effect to any recharacterization of Collections of Principal Receivables as
Collections of Finance Charge Receivables pursuant to Section 2.8 of the
Trust Receivables Purchase Agreement). 
Amounts paid by Transferor pursuant to Section 2.5 of the Trust
Receivables Purchase Agreement shall be deemed to be Principal
Collections.  Amounts paid by Transferor
pursuant to Section 6.1(e) of the Trust Receivables Purchase Agreement shall be
deemed to be Principal Collections to the extent that they represent the
purchase price of Principal Receivables.


 


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


 


“Proceeding”
means any suit in equity, action at law or other judicial or administrative
proceeding.


 


“Rating
Agency Condition” is defined in the Indenture.


 


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


 


“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 any Originator, the
Servicer, or Sub-Servicer with respect to the Transferred Receivables and the
Obligors thereunder.


 


“Related
Security” means with respect to any Receivable: (a) all of the 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


 


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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.


 


“Retailer”
means any of the Banana Republic Retailers; the Gap Retailers; the GECAF
Retailers; the JCPenney Retailers; the Lowe’s Retailers; Montgomery Ward &
Co., Incorporated; the Old Navy Retailers; the Sam’s Club Retailers; the
Wal-Mart Retailers and from time to time, any Additional Retailer.


 


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


 


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


 


“Servicer”
means Monogram, in its capacity as the Servicer under the Servicing Agreement,
or any other Person designated as a Successor Servicer pursuant to the
Servicing Agreement.


 


“Servicing
Agreement” means the Servicing Agreement dated as of June 27, 2003, among
the Servicer, the Grantor and, upon its accession as provided therein, the
Issuer.


 


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


 


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


 


“Successor
Servicer” means a successor to the initial Servicer as appointed under the
Servicing Agreement.


 


“Transferor”
means RFS Holding, L.L.C. or any additional transferor designated as a
“Transferor” pursuant to the Trust Receivables Purchase Agreement.


 


“Transferred
Receivable” means a Receivable that has been transferred by Transferor to
Grantor under the Trust Receivables Purchase Agreement.


 


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“Trust
Receivables Purchase Agreement” means the Receivables Purchase and
Contribution Agreement dated as of June 27, 2003 and as amended as of September
25, 2003 by the First Amendment to the Receivables Purchase and Contribution
Agreement, between Transferor and Grantor.


 


“Trustee”
means Deutsche Bank Trust Company Delaware, not in its individual capacity, but
solely as trustee of the Grantor.


 


“UCC”
means, unless the context otherwise requires, the Uniform Commercial Code as in
effect in the relevant jurisdiction.


 


“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 reference
in this Indenture Security Agreement shall have the defined meanings when used
in any certificate or other document delivered pursuant hereto unless otherwise
defined therein.  For purposes of this
Indenture Security Agreement, each and all such certificates and other
documents, unless the context otherwise requires: (a) accounting terms not
otherwise defined herein and accounting terms partly defined herein to the
extent not defined, shall have the respective meanings given to them under
generally accepted accounting principles; 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 Issuer’s fiscal calendar; (b) unless
defined in this Indenture Security Agreement or the context otherwise requires,
capitalized terms used in this Indenture Security Agreement which are defined
in the UCC shall have the meaning given such term in the UCC; (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 Indenture Security
Agreement (or the certificate or other document in which they are used) as a
whole and not to any particular provision of this Indenture Security Agreement
(or the certificate or other document in which reference is made); (e)
references to any Section, Schedule or Exhibit are references to Sections,
Schedules and Exhibits in or to this Indenture Security Agreement, 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.


 


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ARTICLE II

REPRESENTATIONS AND WARRANTIES


 


SECTION 2.1.        Perfection Representations and
Warranties.  The parties hereto
agree that the representations, warranties and covenants set forth in Schedule
1 shall be a part of this Indenture Security Agreement for all purposes.


 


ARTICLE III

REMEDIES


 


SECTION 3.1.        Remedies.  If an Event of Default shall have occurred
and be continuing under the Indenture with respect to any Series, and pursuant
to the Indenture the Indenture Trustee is entitled to cause the Grantor to sell
Transferred Receivables, then Grantor agrees that the Indenture Trustee shall
have the right to sell such Transferred Receivables.


 


SECTION 3.2.        Limitations and other Indenture
Provisions.  In exercising its
rights under this Indenture Security Agreement, the Indenture Trustee shall be
subject to the same limitations, and entitled to the same protections,
indemnity and immunity, as if such rights were exercised by the Indenture
Trustee directly against the Issuer pursuant to the Indenture.


 


ARTICLE IV

MISCELLANEOUS


 


SECTION 4.1.        Notices, etc., to the Indenture
Trustee and the Grantor.  Any
request, demand, authorization, direction, notice, consent or waiver, or other
documents provided or permitted by this Indenture Security Agreement, shall be
in writing and, if such request, demand, authorization, direction, notice,
consent or waiver is to be made upon, given or furnished to or filed with:


 


(a)           the Indenture Trustee
by the Grantor, shall be sufficient for every purpose hereunder if made, given,
furnished or filed in writing to or with the Indenture Trustee and received at
its Corporate Trust Office, or


 


(b)           the Grantor by the
Indenture Trustee, shall be sufficient for every purpose hereunder if in
writing and mailed, first-class, postage prepaid, to the Issuer addressed to
(and received at): RFS Funding Trust, c/o Deutsche Bank Trust Company Americas
Corporate Trust and Agencies Services - Structured Finance Services, 60 Wall
Street, 26th Floor, MS NYC60-2606, New York, New York 10005, with a
copy to General Electric Capital Corporation, as Administrator, 3001 Summer
Street, Stamford, CT  06927, Attention:
Program Manager, or at any other address previously furnished in writing to the
Indenture Trustee by the Grantor.


 


SECTION 4.2.        Successors and Assigns.  All covenants and agreements in this
Indenture Security Agreement by the Grantor shall bind its successors and
assigns, whether so expressed or not. 
All agreements of the Indenture Trustee in this Indenture Security
Agreement shall bind its successors, co-trustees and agents of the Indenture
Trustee, whether so expressed or not.


 


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SECTION 4.3.        Severability.  Any provision of this Indenture Security
Agreement that is prohibited or unenforceable in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate
or render unenforceable such provision in any other jurisdiction.


 


SECTION 4.4.        Governing Law.  (a)   THIS AGREEMENT AND THE OBLIGATIONS ARISING
HEREUNDER SHALL IN ALL RESPECTS, INCLUDING ALL MATTERS OF CONSTRUCTION,
VALIDITY AND PERFORMANCE, BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION
5-1401(1) OF THE GENERAL OBLIGATIONS LAW, BUT WITHOUT REGARD TO ANY OTHER
CONFLICT OF LAW PROVISIONS THEREOF) AND ANY APPLICABLE LAWS OF THE UNITED
STATES OF AMERICA.


 


(b)     EACH PARTY HERETO HEREBY CONSENTS AND AGREES THAT THE
STATE OR FEDERAL COURTS LOCATED IN THE BOROUGH OF MANHATTAN IN NEW YORK CITY
SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES
BETWEEN THEM PERTAINING TO THIS AGREEMENT OR TO ANY MATTER ARISING OUT OF OR
RELATING TO THIS AGREEMENT; PROVIDED, THAT EACH PARTY HERETO
ACKNOWLEDGES THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY A COURT
LOCATED OUTSIDE OF THE BOROUGH OF MANHATTAN IN NEW YORK CITY; PROVIDED, FURTHER,
THAT NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE THE
INDENTURE TRUSTEE FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER
JURISDICTION TO REALIZE ON THE COLLATERAL OR ANY OTHER SECURITY FOR THE NOTES,
OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF THE INDENTURE
TRUSTEE.  EACH PARTY HERETO SUBMITS AND
CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY
SUCH COURT, AND EACH PARTY HERETO HEREBY WAIVES ANY OBJECTION THAT SUCH PARTY
MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS
AND HEREBY CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS
DEEMED APPROPRIATE BY SUCH COURT.  EACH
PARTY HERETO HEREBY WAIVES PERSONAL SERVICE OF THE SUMMONS, COMPLAINT AND OTHER
PROCESS ISSUED IN ANY SUCH ACTION OR SUIT AND AGREES THAT SERVICE OF SUCH SUMMONS,
COMPLAINT AND OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL
ADDRESSED TO SUCH PARTY AT ITS ADDRESS DETERMINED IN ACCORDANCE WITH SECTION
4.1 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


 


9

















 


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 INDENTURE SECURITY AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY.


 


SECTION 4.5.        Counterparts.  This Indenture Security Agreement may be
executed in any number of counterparts, each of which when so executed shall be
deemed to be an original, but all such counterparts shall together constitute
but one and the same instrument. 
Executed counterparts may be delivered electronically.


 


SECTION 4.6.        Grantor Obligation.  No recourse may be taken, directly or
indirectly, with respect to the obligations of the Grantor under this Indenture
Security Agreement or any certificate or other writing delivered in connection
herewith or therewith, against (i) the Indenture Trustee or the Trustee in its
individual capacity, (ii) any owner of a beneficial interest in the Grantor or
(iii) any partner, owner, beneficiary, agent, officer, director, employee or
agent of the Indenture Trustee or the Trustee in its individual capacity, any
holder of a beneficial interest in the Grantor, the Trustee or the Indenture
Trustee or of any successor or assign of the Indenture Trustee or the Trustee
in its individual capacity, except as any such Person may have expressly agreed
(it being understood that the Indenture Trustee and the Trustee have no such
obligations in their individual capacity) and except that any such partner,
owner or beneficiary shall be fully liable, to the extent provided by
applicable law, for any unpaid consideration for stock, unpaid capital
contribution or failure to pay any installment or call owing to such
entity.  For all purposes of this
Indenture Security Agreement, the Trustee shall be subject to, and entitled to
the benefits of, the terms and provisions of Articles VI, VII and VIII
of the RFS Funding Trust Agreement.


 


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


 


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SECTION 4.7.        No Petition.  The Indenture Trustee hereby covenants and
agrees that it will not at any time institute against the Grantor, or solicit
or join or cooperate with or encourage any institution against the Grantor of,
any bankruptcy, reorganization, arrangement, insolvency or liquidation
proceedings, or other proceedings under any United States federal or state
bankruptcy or similar law, except as permitted by the Intercreditor Agreement
referred to in the Indenture.


 


SECTION 4.8.        Trust Receivables Purchase Agreement.  The Grantor will not consent to any
amendment or other modification to the Trust Receivables Purchase Agreement
that affects the meaning of any defined term used in this Agreement unless
consented to in writing by each party to this Agreement.


 


 


 [Signatures Follow]


 


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IN
WITNESS WHEREOF, the parties hereto have caused this
Indenture Security Agreement to be duly executed by their respective officers
duly authorized as of the day and year first above written.


 


 


	
   

  	
  RFS FUNDING TRUST

  
	
   

  	
   

  
	
   

  	
  By:  Deutsche Bank
  Trust Company Delaware, not in its individual capacity but solely as trustee

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Susan Barstock

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Susan Barstock

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice
  President

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  DEUTSCHE
  BANK TRUST COMPANY AMERICAS, not in its individual capacity but solely as
  Indenture Trustee

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Susan Barstock

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Susan Barstock

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice
  President

  	
   

  
							



 


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SCHEDULE 1


 


Perfection Representations and Warranties


 


1.               General.  This Agreement creates a valid and
continuing security interest (as defined in the applicable UCC) in the
Transferred Receivables and the proceeds thereof in favor of the Indenture
Trustee, which (a) in the case of existing Transferred Receivables and the
proceeds thereof, is enforceable upon execution of this Agreement against
creditors of and purchasers from the Grantor, and which will be enforceable
with respect to Transferred Receivables hereafter and thereafter created and
the proceeds thereof upon such creation, and (b) upon filing of the financing
statements described in clause 4 below and, in the case of Transferred
Receivables hereafter created, upon the creation thereof, will be prior to all
other Liens (other than Liens permitted pursuant to clause 3 below).


 


2.               General.  The Transferred Receivables constitute
“accounts” within the meaning of UCC Section 9-102.


 


3.               Creation.  Immediately prior to the grant of a security
interest of the Transferred Receivables pursuant to this Agreement, the Grantor
owns and has good and marketable title to the Transferred Receivables free and
clear of any Lien, claim or encumbrance of any Person, other than Permitted
Encumbrances.


 


4.               Perfection.   The Grantor has caused or will have caused,
within ten days of the date of this Agreement, 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 by the Grantor to the Indenture Trustee under this Agreement in the
Transferred Receivables.


 


5.               Priority.
 Other than the security interest
granted to the Indenture Trustee pursuant to this Agreement and the security
interest granted pursuant to the Funding Agreement, the Grantor has not
pledged, assigned, sold, granted a security interest in, or otherwise conveyed
any of the Transferred Receivables.  The
Grantor has not authorized the filing of and is not aware of any financing
statements against the Grantor that include a description of collateral
covering the Transferred Receivables other than any financing statement (i)
relating to the security interest granted to the Indenture Trustee hereunder or
the security interest granted under the Funding Agreement or (ii) that has been
terminated.  As a result of the terms of
an intercreditor agreement between the Indenture Trustee and the secured party
under the Funding Agreement, each of the security interest granted to the
Indenture Trustee pursuant to this Agreement and the security interest granted
pursuant to the Funding Agreement are first priority security interests,
ranking equally with one another.


 


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