EXHIBIT 4.1


 


GE CAPITAL CREDIT CARD MASTER NOTE TRUST, 

as Issuer


 


 


DEUTSCHE BANK TRUST COMPANY AMERICAS,

as Indenture Trustee.


 


 


MASTER


INDENTURE


 


Dated
as of September 25, 2003


 

















 


GE CAPITAL CREDIT CARD MASTER NOTE TRUST


 


Reconciliation
and Tie between this Indenture

dated as of September 25, 2003 and the

TIA of 1939, as amended


 


	
   

  	
  TIA Section

  	
   

  	
  Indenture Section

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  310(a)(1)

  	
   

  	
   

  	
  6.11

  	
   

  
	
   

  	
  (a)(2)

  	
   

  	
   

  	
  6.11

  	
   

  
	
   

  	
  (a)(3)

  	
   

  	
   

  	
  6.10(b)

  	
   

  
	
   

  	
  (a)(4)

  	
   

  	
  Not
  Applicable

  	
   

  
	
   

  	
  (b)

  	
   

  	
   

  	
  6.11

  	
   

  
	
   

  	
  (c)

  	
   

  	
  Not
  Applicable

  	
   

  
	
   

  	
  311(a)

  	
   

  	
   

  	
  6.13

  	
   

  
	
   

  	
  (b)

  	
   

  	
   

  	
  6.13

  	
   

  
	
   

  	
  312(a)

  	
   

  	
   

  	
  7.1

  	
   

  
	
   

  	
  (b)

  	
   

  	
   

  	
  7.2(b); 10.14

  	
   

  
	
   

  	
  (c)

  	
   

  	
   

  	
  7.2(c); 10.14

  	
   

  
	
   

  	
  313(a)

  	
   

  	
   

  	
  6.14; 6.6

  	
   

  
	
   

  	
  (b)(1)

  	
   

  	
   

  	
  6.14

  	
   

  
	
   

  	
  (b)(2)

  	
   

  	
   

  	
  6.14

  	
   

  
	
   

  	
  (c)

  	
   

  	
   

  	
  6.14

  	
   

  
	
   

  	
  (d)

  	
   

  	
   

  	
  6.14

  	
   

  
	
   

  	
  314(a)

  	
   

  	
   

  	
  7.3

  	
   

  
	
   

  	
  (b)

  	
   

  	
   

  	
  3.6; 8.8

  	
   

  
	
   

  	
  (c)(1)

  	
   

  	
   

  	
  8.7

  	
   

  
	
   

  	
  (c)(2)

  	
   

  	
   

  	
  8.7

  	
   

  
	
   

  	
  (c)(3)

  	
   

  	
   

  	
  8.7

  	
   

  
	
   

  	
  (d)

  	
   

  	
   

  	
  8.7

  	
   

  
	
   

  	
  (e)

  	
   

  	
   

  	
  10.1

  	
   

  
	
   

  	
  (f)

  	
   

  	
  Not
  Applicable

  	
   

  
	
   

  	
  315(a)

  	
   

  	
   

  	
  6.1

  	
   

  
	
   

  	
  (b)

  	
   

  	
   

  	
  6.5

  	
   

  
	
   

  	
  (c)

  	
   

  	
   

  	
  6.1

  	
   

  
	
   

  	
  (d)

  	
   

  	
   

  	
  6.7

  	
   

  
	
   

  	
  (e)

  	
   

  	
   

  	
  5.12

  	
   

  
	
   

  	
  316(a)
  (last sentence)

  	
   

  	
   

  	
  2.12

  	
   

  
	
   

  	
  (a)(1)(A)

  	
   

  	
   

  	
  5.10

  	
   

  
	
   

  	
  (a)(1)(b)

  	
   

  	
   

  	
  5.11

  	
   

  
	
   

  	
  (a)(2)

  	
   

  	
  Not
  Applicable

  	
   

  
	
   

  	
  317(a)(1)

  	
   

  	
   

  	
  5.3

  	
   

  
	
   

  	
  (a)(2)

  	
   

  	
   

  	
  5.3

  	
   

  
	
   

  	
  (b)

  	
   

  	
   

  	
  6.16

  	
   

  
	
   

  	
  318(a)

  	
   

  	
   

  	
  10.17

  	
   

  
	
   

  	
  (c)

  	
   

  	
   

  	
  10.17

  	
   

  



 

















 


TABLE OF CONTENTS


 


	
  ARTICLE I

  	
  Definitions and Incorporation by Reference

  	
   

  
	
   

  	
  SECTION 1.1.

  	
  Definitions

  	
   

  
	
   

  	
  SECTION 1.2.

  	
  Other Interpretive Matters

  	
   

  
	
   

  	
  SECTION 1.3.

  	
  Incorporation by Reference of TIA

  	
   

  
	
  ARTICLE II

  	
  The Notes

  	
   

  
	
   

  	
  SECTION 2.1.

  	
  Form

  	
   

  
	
   

  	
  SECTION 2.2.

  	
  Execution, Authentication and Delivery

  	
   

  
	
   

  	
  SECTION 2.3.

  	
  Temporary Notes

  	
   

  
	
   

  	
  SECTION 2.4.

  	
  Registration; Registration of Transfer and
  Exchange

  	
   

  
	
   

  	
  SECTION 2.5.

  	
  Mutilated, Destroyed, Lost or Stolen Notes

  	
   

  
	
   

  	
  SECTION 2.6.

  	
  Persons Deemed Owner

  	
   

  
	
   

  	
  SECTION 2.7.

  	
  Payment of Principal and Interest;
  Defaulted Interest

  	
   

  
	
   

  	
  SECTION 2.8.

  	
  New Issuances

  	
   

  
	
   

  	
  SECTION 2.9.

  	
  Cancellation

  	
   

  
	
   

  	
  SECTION 2.10.

  	
  Book-Entry Notes

  	
   

  
	
   

  	
  SECTION 2.11.

  	
  Notices to Clearing Agency

  	
   

  
	
   

  	
  SECTION 2.12.

  	
  Definitive Notes

  	
   

  
	
   

  	
  SECTION 2.13.

  	
  Treasury Notes

  	
   

  
	
   

  	
  SECTION 2.14.

  	
  CUSIP Numbers

  	
   

  
	
   

  	
  SECTION 2.15.

  	
  Perfection Representations and Warranties

  	
   

  
	
   

  	
  SECTION 2.17.

  	
  Redemption

  	
   

  
	
  ARTICLE III

  	
  Covenants

  	
   

  	
   

  
	
   

  	
  SECTION 3.1.

  	
  Payment of Principal and Interest

  	
   

  
	
   

  	
  SECTION 3.2.

  	
  Maintenance of Office or Agency

  	
   

  
	
   

  	
  SECTION 3.3.

  	
  Paying Agent’s Obligations

  	
   

  
	
   

  	
  SECTION 3.4.

  	
  Existence

  	
   

  
	
   

  	
  SECTION 3.5.

  	
  Protection of the Collateral; Further
  Assurances

  	
   

  
	
   

  	
  SECTION 3.6.

  	
  Opinions as to the Collateral

  	
   

  
	
   

  	
  SECTION 3.7.

  	
  Performance of Obligations; Servicing of
  Transferred Receivables

  	
   

  
	
   

  	
  SECTION 3.8.

  	
  Taxes

  	
   

  
					



 


i

















 


	
   

  	
  SECTION 3.9.

  	
  Annual Statement as to Compliance

  	
   

  
	
   

  	
  SECTION 3.10.

  	
  Negative Covenants

  	
   

  
	
   

  	
  SECTION 3.11.

  	
  Successor or Transferee

  	
   

  
	
   

  	
  SECTION 3.12.

  	
  Notice of Early Amortization Event and
  Events of Default

  	
   

  
	
   

  	
  SECTION 3.13.

  	
  Further Instruments and Acts

  	
   

  
	
  ARTICLE IV

  	
  Satisfaction and Discharge

  	
   

  
	
   

  	
  SECTION 4.1.

  	
  Satisfaction and Discharge of Indenture

  	
   

  
	
   

  	
  SECTION 4.2.

  	
  Application of Trust Funds

  	
   

  
	
  ARTICLE V

  	
  TRUST EARLY AMORTIZATION EVENTS, EVENTS OF
  DEFAULTS AND REMEDIES

  	
   

  
	
   

  	
  SECTION 5.1.

  	
  Trust Early Amortization Events

  	
   

  
	
   

  	
  SECTION 5.2.

  	
  Events of Default

  	
   

  
	
   

  	
  SECTION 5.3.

  	
  Acceleration of Maturity and Annulment;
  Remedies

  	
   

  
	
   

  	
  SECTION 5.4.

  	
  Collection of Indebtedness and Suits for
  Enforcement by the Indenture Trustee

  	
   

  
	
   

  	
  SECTION 5.5.

  	
  Limitation of Suits

  	
   

  
	
   

  	
  SECTION 5.6.

  	
  Unconditional Rights of Noteholders to
  Receive Principal and Interest

  	
   

  
	
   

  	
  SECTION 5.7.

  	
  Restoration of Rights and Remedies

  	
   

  
	
   

  	
  SECTION 5.8.

  	
  Rights and Remedies Cumulative

  	
   

  
	
   

  	
  SECTION 5.9.

  	
  Delay or Omission Not a Waiver

  	
   

  
	
   

  	
  SECTION 5.10.

  	
  Control by Noteholders

  	
   

  
	
   

  	
  SECTION 5.11.

  	
  Waiver of Past Defaults

  	
   

  
	
   

  	
  SECTION 5.12.

  	
  Undertaking for Costs

  	
   

  
	
   

  	
  SECTION 5.13.

  	
  Waiver of Stay or Extension Laws

  	
   

  
	
   

  	
  SECTION 5.14.

  	
  Action on Notes

  	
   

  
	
   

  	
  SECTION 5.15.

  	
  Performance and Enforcement of Certain
  Obligations

  	
   

  
	
   

  	
  SECTION 5.16.

  	
  Sale of Collateral

  	
   

  
	
   

  	
  SECTION 5.17.

  	
  Aggregate Reassignment Amount

  	
   

  
	
  ARTICLE VI

  	
  THE INDENTURE TRUSTEE AND THE PAYING AGENT

  	
   

  
	
   

  	
  SECTION 6.1.

  	
  Duties of the Indenture Trustee

  	
   

  
					



 


ii

















 


	
   

  	
  SECTION 6.2.

  	
  Rights of the Indenture Trustee

  	
   

  
	
   

  	
  SECTION 6.3.

  	
  Individual Rights of the Indenture Trustee

  	
   

  
	
   

  	
  SECTION 6.4.

  	
  Funds Held in Trust

  	
   

  
	
   

  	
  SECTION 6.5.

  	
  Notice of Early Amortization Events or
  Events or Defaults

  	
   

  
	
   

  	
  SECTION 6.6.

  	
  Reports by Indenture Trustee to the
  Noteholders

  	
   

  
	
   

  	
  SECTION 6.7.

  	
  Compensation and Indemnity

  	
   

  
	
   

  	
  SECTION 6.8.

  	
  Resignation and Removal; Appointment of
  Successor

  	
   

  
	
   

  	
  SECTION 6.9.

  	
  Successor Indenture Trustee by Merger

  	
   

  
	
   

  	
  SECTION 6.10.

  	
  Appointment of Co-Trustee or Separate
  Trustee

  	
   

  
	
   

  	
  SECTION 6.11.

  	
  Eligibility; Disqualification

  	
   

  
	
   

  	
  SECTION 6.12.

  	
  Acceptance by Indenture Trustee

  	
   

  
	
   

  	
  SECTION 6.13.

  	
  Preferential Collection of Claims Against
  the Issuer

  	
   

  
	
   

  	
  SECTION 6.14.

  	
  Reports by Indenture Trustee to
  Noteholders

  	
   

  
	
   

  	
  SECTION 6.15.

  	
  Representations and Warranties

  	
   

  
	
   

  	
  SECTION 6.16.

  	
  The Paying Agent

  	
   

  
	
  ARTICLE VII

  	
  NOTEHOLDERS LISTS AND REPORTS

  	
   

  
	
   

  	
  SECTION 7.1.

  	
  The Issuer to Furnish the Indenture Trustee
  Names and Addresses of Noteholders

  	
   

  
	
   

  	
  SECTION 7.2.

  	
  Preservation of Information; Communications
  to Noteholders

  	
   

  
	
   

  	
  SECTION 7.3.

  	
  Reports by the Issuer

  	
   

  
	
   

  	
  SECTION 7.4.

  	
  List of Noteholders

  	
   

  
	
  ARTICLE VIII

  	
  Accounts, Disbursements and Releases

  	
   

  
	
   

  	
  SECTION 8.1.

  	
  Collection of Amounts Due

  	
   

  
	
   

  	
  SECTION 8.2.

  	
  Trust Accounts

  	
   

  
	
   

  	
  SECTION 8.3.

  	
  Rights of Noteholders

  	
   

  
	
   

  	
  SECTION 8.4.

  	
  Collections and Allocations

  	
   

  
	
   

  	
  SECTION 8.5.

  	
  Shared Principal Collections

  	
   

  
	
   

  	
  SECTION 8.6.

  	
  Excess Finance Charge Collections

  	
   

  
	
   

  	
  SECTION 8.7.

  	
  Release of Collateral

  	
   

  
	
   

  	
  SECTION 8.8.

  	
  Opinion of Counsel

  	
   

  
					



 


iii

















 


	
  ARTICLE IX

  	
  Supplemental Indentures

  	
   

  
	
   

  	
  SECTION 9.1.

  	
  Supplemental Indentures Without Consent of
  Noteholders

  	
   

  
	
   

  	
  SECTION 9.2.

  	
  Supplemental Indentures With Consent of
  Noteholders

  	
   

  
	
   

  	
  SECTION 9.3.

  	
  Execution of Supplemental Indentures

  	
   

  
	
   

  	
  SECTION 9.4.

  	
  Effect of Supplemental Indenture

  	
   

  
	
   

  	
  SECTION 9.5.

  	
  Reference in Notes to Supplemental
  Indentures

  	
   

  
	
   

  	
  SECTION 9.6.

  	
  Conformity with Trust Indenture Act

  	
   

  
	
  ARTICLE X

  	
  Miscellaneous

  	
   

  
	
   

  	
  SECTION 10.1.

  	
  Compliance Certificates and Opinions, etc

  	
   

  
	
   

  	
  SECTION 10.2.

  	
  Form of Documents Delivered to the
  Indenture Trustee

  	
   

  
	
   

  	
  SECTION 10.3.

  	
  Acts of Noteholders

  	
   

  
	
   

  	
  SECTION 10.4.

  	
  Notices, etc., to the Indenture Trustee,
  the Issuer and Rating Agencies

  	
   

  
	
   

  	
  SECTION 10.5.

  	
  Notices to Noteholders; Waiver

  	
   

  
	
   

  	
  SECTION 10.6.

  	
  Alternate Payment and Notice Provisions

  	
   

  
	
   

  	
  SECTION 10.7.

  	
  Successors and Assigns

  	
   

  
	
   

  	
  SECTION 10.8.

  	
  Severability

  	
   

  
	
   

  	
  SECTION 10.9.

  	
  Benefits of Indenture

  	
   

  
	
   

  	
  SECTION 10.10.

  	
  Legal Holidays

  	
   

  
	
   

  	
  SECTION 10.11.

  	
  Governing Law

  	
   

  
	
   

  	
  SECTION 10.12.

  	
  Counterparts

  	
   

  
	
   

  	
  SECTION 10.13.

  	
  The Issuer Obligation

  	
   

  
	
   

  	
  SECTION 10.14.

  	
  Communication by Noteholders with Other
  Noteholders

  	
   

  
	
   

  	
  SECTION 10.15.

  	
  Agents of the Issuer

  	
   

  
	
   

  	
  SECTION 10.16.

  	
  Survival of Representations and
  Warranties

  	
   

  
	
   

  	
  SECTION 10.17.

  	
  Conflict with Trust Indenture Act

  	
   

  
	
   

  	
  SECTION 10.18.

  	
  Subordination

  	
   

  
	
   

  	
  SECTION 10.19.

  	
  Limitation of Liability of the Trustee

  	
   

  
	
   

  	
  SECTION 10.20.

  	
  Instructions to Indenture Trustee

  	
   

  
					



 


iv

















 


EXHIBITS


 


	
  EXHIBIT A

  	
  Form of Section 3.9 Officers’
  Certificate

  
	
   

  	
   

  
	
  SCHEDULE 1

  	
  Perfection Representations and Warranties

  



 


v

















 


INDENTURE, dated as of September 25, 2003, between
GE CAPITAL CREDIT CARD MASTER NOTE TRUST, a Delaware statutory trust (the “Issuer”),
and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, as
trustee and not in its individual capacity (the “Indenture Trustee”).  This Indenture may be supplemented at any
time and from time to time by an indenture supplement in accordance with Article IX
(an “Indenture Supplement,” and together with this Indenture and any
amendments, the “Agreement”).  If
a conflict exists between the terms and provisions of this Indenture and any
Indenture Supplement, the terms and provisions of the Indenture Supplement
shall be controlling with respect to the related Series.


 


NOW,
THEREFORE, THIS INDENTURE WITNESSETH:


 


For and in consideration of
the premises and the purchase of the Notes by the holders thereof, it is
mutually covenanted and agreed, for the benefit of all Noteholders, as follows:


 


GRANTING CLAUSE


 


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


 


(a)               the Note Trust Certificate;


 


(b)              from and after the RFS Funding Trust
Termination Date, the Transferred Receivables;


 


(c)               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 pursuant to the terms of this Indenture and any Indenture
Supplement;


 


(d)              all funds, Financial Assets, Investment
Property or other property on deposit from time to time in or credited to the
Trust Accounts, including the proceeds thereof and income thereon;


 


(e)               all Insurance Proceeds;


 


(f)                 all proceeds of any derivative contracts
between the Issuer or, to the extent assigned to the Issuer, the Transferor and
a counterparty, as described in any Indenture Supplement;


 


(g)              all present and future claims, demands, causes
and causes in action in respect of any or all of the property described in the
foregoing clauses (a) through (f) and all payments on, under or
in respect of any or all of the foregoing, including all proceeds of the
conversion, voluntary or involuntary, into cash or other liquid property, all
cash proceeds, Trust Accounts, promissory notes, drafts, acceptances, chattel
paper, checks,


 

















 


deposit
accounts, insurance proceeds, condemnation awards, rights to payment of any and
every kind and other forms of obligations and receivables, instruments and
other property that at any time constitute all or part of or are included in
the proceeds of any and all of the foregoing;


 


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


 


(i)                  all general intangibles relating to or
arising out of any of the property described in the foregoing clauses (a)
through (h);


 


(j)                  all proceeds of any of the property described
in the foregoing clauses (a) through (i); and


 


(k)               all other personal property of the Issuer, of
whatever kind or nature and wherever located.


 


Such Grant is made in trust
to the Indenture Trustee.


 


Deutsche Bank Trust Company
Americas, as Indenture Trustee on behalf of the Noteholders, (i) acknowledges
such Grant, and (ii) accepts the trusts under this Indenture in accordance with
this Indenture and agrees, subject to the terms and conditions hereof, to perform
its duties required in this Indenture to the best of its ability to the end
that the interests of the Noteholders may be adequately and effectively
protected.


 


The Issuer shall file, and
hereby authorizes the Indenture Trustee to file, a UCC financing statement with
a collateral description covering all of the Issuer’s personal property,
wherever located, whether now existing or arising in the future.


 


ARTICLE I


DEFINITIONS AND INCORPORATION BY REFERENCE


 


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.


 


“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 on or prior to the
RFS


 


2

















 


Funding Trust Termination
Date and thereafter pursuant to (and as defined in) the Transfer Agreement.


 


“Act” is defined in Section 10.3(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 the
Transfer Agreement.


 


“Adverse Effect”
means, with respect to any action, that such action will (a) result in the
occurrence of an Early Amortization Event or an Event of Default or (b)
materially and adversely affect the amount or timing of distributions to be
made to the Noteholders of any Series or Class pursuant to the Related
Documents.


 


“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
Interest, minus the Borrowing Base (as defined in the RFS Funding Trust
Agreement) for that Monthly Period; provided that for the 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.


 


“Agreement” is defined in the preamble.


 


“Allocation Percentage”
is defined, for any Series, with respect to Principal Collections, Finance
Charge Collections and Charged-Off Receivables, in the related Indenture
Supplement.


 


“Amortization Period”
means, as to any Series or any Class within a Series, any period specified in
the related Indenture Supplement during which a share of principal collections
is used or set aside to repay the outstanding principal amount of that Series.


 


“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 administrator of such trust
specifically authorized in resolutions of the Board of Directors of such
corporation or by the governing documents or agreements of such


 


3

















 


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 the Transferor.


 


“Bankruptcy Code”
means the provisions of Title 11 of the United States Code, 11 U.S.C. §§ 101
et seq.


 


“Benefit Plan” means
(i) an “employee benefit plan” as defined in Section 3(3) of ERISA, which
is subject to Title I of ERISA, (ii) a “plan” as defined in Section 4975
of the Code, (iii) an entity whose underlying assets include plan assets by
reason of investment by an employee benefit plan or plans in such entity, or
(iv) a governmental plan subject to applicable law that is substantially
similar to the fiduciary responsibility provisions of ERISA or
Section 4975 of the Code.


 


“Book-Entry Notes”
means a beneficial interest in the Notes of a particular Class, ownership and
transfers of which shall be made through book entries by a Clearing Agency as
described in Section 2.10.


 


“Business Day” means
any day that is not a Saturday, a Sunday or a day on which banks are required
or permitted to be closed in the State of New York or the State of Connecticut,
the State of Georgia (or, with respect to any Series, any additional city
specified by the related Indenture Supplement).


 


“Certificated Security”
has the meaning assigned to such term in Section 8-102 of
Article 8 of the UCC.


 


“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.


 


“Chattel Paper” has
the meaning assigned thereto in Section 9-102 of Article 9 of
the UCC.


 


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


 


4

















 


“Clearing Agency”
means an organization registered as a “clearing agency” pursuant to
Section 17A of the Securities Exchange Act that has been designated as the
“Clearing Agency” for purposes of this Indenture.


 


“Clearing Agency
Participant” means a broker, dealer, bank, other financial institution or
other Person for whom from time to time a Clearing Agency effects book-entry
transfers and pledges of securities deposited with the Clearing Agency.


 


“Closing Date” means,
with respect to any Series, the closing date specified in the Indenture
Supplement for such Series.


 


“Code” means the
Internal Revenue Code of 1986, as amended from time to time, and Treasury
Regulations promulgated thereunder.


 


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


 


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


 


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


 


“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 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 with
respect to such Receivable.  Amounts
paid by Transferor pursuant to Section 2.5 of either of the Trust
Receivables Purchase Agreement or the Transfer Agreement shall be deemed to be
Principal Collections.  Amounts paid by
Transferor pursuant to Section 6.1(e) of either of the Trust
Receivables Purchase Agreement or the Transfer Agreement and amounts paid by
the Servicer pursuant to Section 2.6 of the Servicing Agreement
shall be deemed to be Principal Collections to the extent that they represent
the purchase price of Principal Receivables and shall be deemed to be Finance
Charge Collections to the extent that they represent the purchase price of
Finance Charge Receivables. Recoveries shall be treated as Collections of
Finance Charge Receivables.


 


“Commission” means
the Securities and Exchange Commission.


 


“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.


 


“Corporate Trust Office”
means, (a) with respect to the Indenture Trustee, the principal office of the
Indenture Trustee at which at any particular time its corporate trust business
shall be administered, which office at the date of this Indenture is located at
60 Wall Street, 26th Floor MS NYC60-2606, New York, New York 10005,
Attention: Corporate Trust & Agency Services (facsimile no.(212) 797-8606);
or at such other address as the Indenture Trustee may designate


 


5

















 


from time to time by notice
to the Noteholders and the Issuer, or the principal corporate trust office of
any successor Indenture Trustee (the address of which the successor Indenture
Trustee will notify the Noteholders and the Issuer) and (b) with respect to the
Trustee, the principal office of the Trustee at which at any particular time
its corporate trust business shall be administered, which office at the date of
this Indenture is located at 101 Barclay Street, Floor 8 West (ABS Unit), New
York, New York,  10286, Attention:
Antonio Vayas (facsimile no. (212) 815-2493 or 3993);.


 


“Credit and Collection
Policies” means with respect to each credit card program from which
Accounts are drawn, the Issuer’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.


 


“Custody and Control
Agreement” means the Custody and Control Agreement, dated as of
September 25, 2003, among the Issuer, Deutsche Bank Trust Company
Americas, as custodian, and the Indenture Trustee.


 


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


 


“Debtor Relief Law”
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.


 


“Default” means any
occurrence that is, or with notice or the lapse of time or both would become,
an Event of Default.


 


“Definitive Notes” is
defined in Section 2.10.


 


“Delivery” means,
when used with respect to Trust Account Property:


 


(i)                                     with respect to any such Trust Account
Property that constitutes a Certificated Security, transfer of possession of
such Certificated Security to the Indenture Trustee or its nominee or custodian
by physical delivery to the Indenture Trustee or its nominee or custodian,
endorsed to, or registered in the name of, the Indenture Trustee or its nominee
or custodian or endorsed in blank (and, in the case of delivery to any nominee
of or custodian for the Indenture Trustee, such nominee or custodian shall have
acknowledged in writing that it is holding possession thereof on behalf of and
for the Indenture Trustee); and


 


(ii)                                  with respect to any such Trust Account
Property that constitutes an Uncertificated Security (including any investments
in money market mutual funds, but excluding any Federal Book-Entry Security),
satisfaction of the requirements for obtaining “control” pursuant to Section 8-106(c)(2)
of Article 8 of the UCC.


 


6

















 


“Determination Date”
means, unless otherwise specified in any Indenture Supplement with respect to
the related Series, the second Business Day preceding each Payment Date.


 


“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 establishments or in its
catalogue sales business and a general purpose credit line for use elsewhere.


 


“Early Amortization Event”
means, as to any Series, each event, if any, specified in the relevant
Indenture Supplement as an Early Amortization Event for that Series or a Trust
Early Amortization Event.


 


“Eligible Deposit Account”
means: (a) a segregated deposit account maintained with a depository
institution or trust company whose short term unsecured debt obligations are
rated at least, if rated by S&P, 
A-1+ by S&P, if rated by Moody’s, P-1 by Moody’s, and, if rated by
Fitch, F-1+ by Fitch, (b) a segregated account which is either (i) maintained
in the corporate trust department of the Indenture Trustee or (ii) maintained
with a depository institution or trust company whose long term unsecured debt
obligations are rated at least, if rated by S&P,  AA- by S&P, if rated by Moody’s, Baa3 by Moody’s and, if
rated by Fitch, BBB- by Fitch or (c) a segregated trust account maintained in
the corporate trust department of a federally or state chartered depository
institution whose long-term unsecured debt obligations are rated at least, if
rated by S&P,  BBB- by S&P, if
rated by Moody’s,  Baa3 by Moody’s and,
if rated by Fitch, BBB- by Fitch, subject to regulations regarding fiduciary
funds on deposit substantially similar to 12 C.F.R. §9.10(b) in effect on the
date hereof.


 


“Enhancement Agreement” means
any agreement, instrument or document governing the terms of any Series
Enhancement or pursuant to which any Series Enhancement is issued.


 


“Entitlement
Order” has the meaning assigned thereto in Section 8-102(a) of
Article 8 of the UCC.


 


“ERISA” means the Employee
Retirement Income Security Act of 1974, as amended.


 


“Event of Default” is
defined in Section 5.2.


 


“Excess Allocation Series”
means a Series that, pursuant to the Indenture Supplement therefor, is entitled
to receive Excess Finance Charge Collections, as set forth in such Indenture
Supplement.  If so specified in the
Indenture Supplement for a Group of Series, such Series may be an Excess
Allocation Series only for the Series in such Group.


 


“Excess Finance Charge
Collections” means all amounts that any Indenture Supplement designates as
“Excess Finance Charge Collections.”


 


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


 


“FASIT” means a
financial asset securitization investment trust within the meaning of
Section 860L of the Code.


 


7

















 


“FDIC” means the
Federal Deposit Insurance Corporation.


 


“Federal Book-Entry
Regulations” means (a) the Federal regulations listed on Appendix A to
Operating Circular No.7 issued by the Federal Reserve Banks and (b) the Federal
regulations published at 25 C.F.R. Part 350.


 


“Federal Book-Entry
Security” means a marketable security (a) issued in electronic form by (i)
the United States Government, (ii) the Federal Home Loan Mortgage Corporation,
the Federal National Mortgage Association or the Government National Mortgage
Association or (iii) any direct obligation of any other agency or
instrumentality of the United States Government that is fully guaranteed as to
timely payment or principal and interest by the United States of America and
(b) that the Federal Reserve Banks have determined is eligible to be held in an
account at a Federal Reserve Bank containing securities of such type pursuant
to the Federal Book-Entry Regulations.


 


“Finance Charge
Collections” means Collections of Finance Charge 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 or the Transfer Agreement).


 


“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.


 


“Finance Charge
Shortfalls” is defined, as to any Series, in the related Indenture
Supplement.


 


“Financial Asset” has
the meaning assigned thereto in Section 8-102 of Article 8 of
the UCC.


 


“Fitch” means Fitch
Inc.


 


“Free Equity Amount”
means, on any date of determination, the result of (a) the Note Trust Principal
Balance, minus (b) the aggregate of the Collateral Amounts for all Outstanding
Series of Notes.


 


“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.


 


8

















 


“Governmental Authority”
means any nation or government, any state, county, city, town, district, board,
bureau, office commission, any other municipality or other political
subdivision thereof (including any educational facility, utility or other
Person operated thereby), and any agency, department or other entity exercising
executive, legislative, judicial, regulatory or administrative functions of or
pertaining to government.


 


“Grant” means to
create and grant a Lien pursuant to this Indenture, 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.


 


“Group” means, with
respect to any Series, the group of Series, if any, in which the related
Indenture Supplement specifies such Series is to be included.


 


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


 


“Indenture Servicer
Default” means:


 


(a)                                  failure on the part of the Servicer duly to
observe or perform in any material respect any covenant or agreement of the
Servicer set forth in the Servicing Agreement which has a material adverse
effect on the Noteholders, which continues unremedied for a period of 60 days
after there shall have been given, by registered or certified mail, to the
Issuer by the Indenture Trustee or to the Issuer and the Indenture Trustee by
the Noteholders of at least 25% of the Outstanding Principal Balance of the
Notes of such Series a written notice of default specifying such default and
requiring the same to be remedied; or the Servicer shall assign or delegate its
duties under the Servicing Agreement except as permitted by the Servicing Agreement,
and such delegation continues unremedied for 15 days after the date on which
written notice thereof, requiring the same to be remedied, shall have been
given to the Issuer by the Indenture Trustee; or


 


(b)                                 any representation, warranty or certification
made by the Servicer in the Servicing Agreement or in any certificate delivered
pursuant to the Servicing Agreement shall prove to have been incorrect when
made, which has a material adverse effect on the rights of the Noteholders and
which continues to be incorrect in any material respect for a period of 60 days
after there shall have been given, by registered or certified mail, to the
Issuer by the Indenture Trustee or to the Issuer and the Indenture Trustee by
the Noteholders of at least 25% of the Outstanding Principal Balance of the
Notes of such


 


9

















 


Series a written notice of
default specifying such default and requiring the same to be remedied.


 


“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 this 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 this
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 this Indenture, or any successor Indenture
Trustee under this Indenture.


 


“Independent” means,
with respect to any specified Person, any such Person who (a) does not have any
direct financial interest, or any material indirect financial interest in any
Originator, the Servicer, the Transferor, the Issuer, or any Affiliate of any
thereof and (b) is not connected with any Originator, the Servicer, the
Transferor, the Issuer, or any Affiliate of any thereof, as an officer,
employee, promoter, underwriter, trustee, partner, director or Person
performing similar functions; provided, however, that a Person
shall not fail to be Independent of any Originator, the Servicer, the
Transferor, the Issuer, or any Affiliate of any thereof merely because such
Person is the beneficial owner of 1% or less of any class of securities issued
by the Issuer, any Originator, the Servicer, or any Affiliate thereof, as the
case may be.


 


“Independent Certificate”
means a certificate or opinion to be delivered to the Indenture Trustee under
the circumstances described in, and otherwise complying with, the applicable
requirements of Section 10.1 made by an Independent appraiser or
other expert appointed by an Issuer Order, and such opinion or certificate
shall state that the signer has read the definition of “Independent” in this
Indenture and that the signer is Independent within the meaning thereof.


 


“Initial Closing Date”
means September 25, 2003.


 


“Insolvency Event”
means, with respect to a specified Person: 
(a) the commencement by a court having jurisdiction in the premises of
an involuntary action seeking: (i) a decree or order for relief in respect of
such Person a case or proceeding under any applicable federal or state
bankruptcy, insolvency, reorganization, or other similar law,  (ii) the appointment of a custodian,
receiver, liquidator, assignee, trustee, sequestrator, or other similar
official of such Person or (iii) the winding up or liquidation of such Person’s
affairs, and notwithstanding the objection by such Person any such action shall
have remained undischarged or unstayed for a period of 90 consecutive days or
any order or decree providing the sought after relief, remedy or other action
shall have been entered; or (b) the commencement by such Person of a voluntary
case or proceeding under any applicable federal or state bankruptcy,
insolvency, reorganization, or other similar law or of any other case or
proceeding to be adjudicated a bankrupt or insolvent, or the consent by it to
the entry of a decree or order for relief in respect of such Person in an
involuntary case or proceeding under any applicable federal or state
bankruptcy, insolvency,


 


10

















 


reorganization or other
similar law or to the commencement of any bankruptcy or insolvency case or
proceeding against it, or the filing by it of a petition or answer or consent
seeking reorganization or relief under any applicable federal or state law, or
the consent by it to the filing of such petition or to the appointment of or
taking possession by a custodian, receiver, liquidator, assignee, trustee,
sequestrator, or similar official of such Person or of any substantial part of
its property, or the making by it of an assignment for the benefit of
creditors, or such Person’s failure to pay its debts generally as they become
due, or the taking of corporate action by such Person in furtherance of any
such action.


 


“Intercreditor Agreement”
means the Intercreditor Agreement, dated as of September 25, 2003, among
Edison Asset Securitization, L.L.C., RFS Funding Trust and the Indenture
Trustee.


 


“Instruments” has the
meaning assigned thereto in Section 9-102 of Article 9 of the
UCC.


 


“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.


 


“Investment Company Act”
means the Investment Company Act of 1940.


 


“Investment Property”
has the meaning assigned thereto in Section 9-102 of Article 9
of the UCC.


 


“Issuer” means GE
Capital Credit Card Master Note Trust, a Delaware statutory trust, until a
successor replaces it and, thereafter, means the successor and, for purposes of
any provision contained in this Indenture and required by the TIA, each other
obligor on the Notes.


 


“Issuer Order” and “Issuer
Request” means a written order or request, respectively, signed in the name
of the Issuer by any one of its Authorized Officers and delivered to the
Indenture Trustee.


 


“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 conditional sale, any lease or
title retention agreement, or 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.


 


11

















 


“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.


 


“Minimum Free Equity
Amount” means, as of any date of determination, (a) the product of (i) the
Aggregate Principal Receivables and (ii) the highest of the Minimum Free Equity
Percentages specified in each Indenture Supplement effective on the date of determination.  Unless otherwise specified in the related
Indenture Supplement for a Series the Minimum Free Equity Percentage for such
Series shall be zero.


 


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


 


“Moody’s” means
Moody’s Investors Service, Inc.


 


“New Issuance” is
defined in Section 2.8(a).


 


“Note” means one of
the notes issued by the Issuer pursuant to the Indenture and an Indenture
Supplement, substantially in the form attached to the related Indenture
Supplement.


 


“Note Depository
Agreement” means the agreement among the Issuer, the Indenture Trustee and
The Depository Trust Company, as the initial Clearing Agency, to be dated on or
around the Closing Date of the first Series that contains Book-Entry Notes.


 


“Note Owner” means,
with respect to a Book-Entry Note, the Person who is the owner of such
Book-Entry Note, as reflected on the books of the Clearing Agency, or on the
books of a Person maintaining an account with the Clearing Agency (directly as
a Clearing Agency Participant or as an indirect participant, in each case in
accordance with the rules of the Clearing Agency).


 


“Note Register” and “Note
Registrar” have the respective meanings specified in Section 2.4.


 


“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 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 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.


 


12

















 


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


 


“Notice of Default”
is defined in Section 5.2(c).


 


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


 


“Officers’ 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, except as otherwise expressly
provided in this Agreement, be an employee of or counsel to the Issuer or an
Affiliate of the Issuer), which counsel and opinion shall be acceptable to the
Indenture Trustee, or the Rating Agencies, as applicable.


 


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


 


“Other Assets” is
defined in Section 10.18.


 


“Outstanding” means,
as of the date of determination, all Notes theretofore authenticated and
delivered under this Indenture except:


 


(a)                                  Notes theretofore canceled by the Note
Registrar or delivered to the Note Registrar for cancellation;


 


(b)                                 Notes or portions thereof the payment for
which funds in the necessary amount have been theretofore deposited with the
Indenture Trustee or any Paying Agent in trust for the Noteholders (provided,
however, that if such Notes are to be redeemed, notice of such
redemption has been duly given pursuant to this Indenture); and


 


(c)                                  Notes in exchange for or in lieu of other
Notes that have been authenticated and delivered pursuant to this Indenture
unless proof satisfactory to the Indenture Trustee is presented that any such
Notes are held by a protected purchaser;


 


provided, that in determining whether the Noteholders
of the requisite Outstanding Principal Balance of the Notes have given any
request, demand, authorization, direction, notice, consent or waiver hereunder
or under any Related Document, Notes owned by the Issuer or any Affiliate
thereof shall be disregarded and deemed not to be Outstanding, except that, in
determining whether the Indenture Trustee shall be protected in relying upon
any such request, demand, authorization, direction, notice, consent or waiver,
only Notes that a Responsible Officer of the


 


13

















 


Indenture Trustee actually
knows to be so owned shall be so disregarded. Notes so owned that have been
pledged in good faith may be regarded as Outstanding if the pledgee establishes
to the satisfaction of the Indenture Trustee the pledgee’s right so to act with
respect to such Notes and that the pledgee is not the Issuer or any Affiliate
thereof.


 


“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 the Issuer’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 of either the
Trust Receivables Purchase Agreement or Transfer Agreement; 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.


 


“Outstanding Principal Balance”
means the aggregate principal amount of all Notes Outstanding at the date of
determination.


 


“Participation Interest”
is defined in the Transfer Agreement.


 


“Paying Agent” means
with respect to the Notes, initially the Indenture Trustee or any other Person
that meets the eligibility standards for the Indenture Trustee specified in Section 6.11
and is authorized by the Issuer to make the payments from the Trust Accounts,
including payment of principal of or interest on the Notes on behalf of the
Issuer; provided, that if the Indenture Supplement for a Series so
provides, a separate or additional Paying Agent may be appointed with respect
to such Series.


 


“Payment Date” means,
with respect to any Series, the date specified in the related Indenture Supplement.


 


“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, Issuer.


 


“Permitted Investments”
means one or more of the following:


 


(a)                                  obligations of, or guaranteed as to the full
and timely payment of principal and interest by, the United States or
obligations of any agency or instrumentality thereof, when such obligations are
backed by the full faith and credit of the United States;


 


(b)                                 repurchase agreements on obligations
specified in clause (a); provided, that the short-term debt
obligations of the party agreeing to repurchase are rated on the date of
acquisition at least, if rated by S&P, A-1+ by S&P and, if rated by
Moody’s,  P-1 by Moody’s, and, if rated
by Fitch, F1+ by Fitch;


 


(c)                                  federal
funds, certificates of deposit, time deposits and bankers’ acceptances (which
shall each have an original maturity of not more than 90 days or, in


 


14

















 


the
case of bankers’ acceptances, shall in no event have an original maturity of
more than 365 days) of any United States depository institution or trust
company incorporated under the laws of the United States or any State thereof
or of any United States branch or agency of a foreign commercial bank; provided, that the short-term debt obligations of such depository institution or
trust company are rated on the date of acquisition at least, if rated by
S&P, A-1+ by S&P and, if rated by Moody’s,  P-1 by Moody’s,
and, if rated by Fitch, F1+ by Fitch;


 


(d)                                 commercial paper (having original maturities
of not more than 30 days) which on the date of acquisition are rated at least,
if rated by S&P,  A-1+ by S&P
and, if rated by Moody’s, P-1 by Moody’s, and, if rated by Fitch, F1+ by Fitch;


 


(e)                                  securities of money market funds rated on the
date of acquisition at least, if rated by S&P,  A-1+ by S&P and , if rated by Moody’s, P-1 by Moody’s, and,
if rated by Fitch, F1+ by Fitch; and


 


(f)                                    any other investment permitted by each of the
Rating Agencies as set forth in writing delivered to the Indenture Trustee; provided,
that investments described in clauses (e) and (f) shall be made
only if there shall have been delivered to the Indenture Trustee an Opinion of
Counsel to the effect that making such investments will not require the Issuer
to register as an investment company under the Investment Company Act or impair
the Issuer’s status as a qualifying special purpose entity under Statement of
Accounting Standards No. 140.


 


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


 


“Predecessor Note”
means, with respect to any particular Note in a Series, every previous Note in
such Series evidencing all or a portion of the same debt as that evidenced by
such particular Note, and, for the purpose of this definition, any Note in a
Series authenticated and delivered under Section 2.5 in lieu of a
mutilated, lost, destroyed or stolen Note in such Series shall be deemed to
evidence the same debt as the mutilated, lost, destroyed or stolen Note.


 


“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 or the Transfer Agreement).


 


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


 


“Principal Sharing Series”
means a Series that, pursuant to the Indenture Supplement therefor, is entitled
to receive Shared Principal Collections.


 


“Principal Shortfalls”
is defined, as to any Series, in the related Indenture Supplement.


 


15

















 


“Principal Terms”
means, with respect to any Series, the following information related
thereto:  (a) the name or designation
and Closing Date for such Series; (b) the initial principal amount (or method
for calculating such amount) and the Collateral Amount; (c) the note interest
rate for each Class of Notes of such Series (or method for the determination
thereof); (d) the payment date or dates and the date or dates from which
interest shall accrue; (e) the method for allocating Collections to Noteholders
of such Series; (f) the designation of any Series Accounts and the terms
governing the operation of any such Series Accounts; (g) the Series Servicing
Fee Percentage; (h) the terms of any form of Series Enhancement with respect
thereto; (i) the terms, if any, on which the Notes of such Series may be
exchanged for Notes of another Series, repurchased by the Transferor or remarketed
to other investors; (j) the Series Maturity Date; (k) the number of Classes of
Notes of such Series and, if more than one Class, the rights and priorities of
each such Class; (l) the extent to which the Notes of such Series will be
issuable in temporary or permanent global form (and, in such case, the
depositary for such global note or notes, the terms and conditions, if any,
upon which such global note or notes may be exchanged, in whole or in part, for
Definitive Notes, and the manner in which any interest payable on a temporary
or global note will be paid); (m) whether the Notes of such Series may be
issued in bearer form and any limitations imposed thereon; (n) the priority of
such Series with respect to any other Series; (o) whether such Series will be
part of a Group; (p) whether such Series will be a Principal Sharing Series;
(q) whether such Series will be an Excess Allocation Series; (r) the applicable
Payment Dates; (s) the legal final maturity date on which the rights of the
Noteholders of such Series to receive payments from the Issuer will terminate;
and (t) whether such Series will or may act as a paired series with another
existing Series and the Series, with which it will be paired, if applicable.


 


“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.


 


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


 


“Rating Agency”
means, as to each Series, the rating agency or agencies, if any, specified in
the related Indenture Supplement.


 


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


 


“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, RFS Funding Trust
and (b) on and after the RFS Funding Trust Termination Date, the Issuer.


 


16

















 


“Record Date” means,
with respect to a Payment Date, unless otherwise specified for a Series in the
Indenture Supplement for such Series, the close of business on the last
Business Day of the calendar month immediately preceding such Payment Date.


 


“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.


 


“Recoveries” means
(a) so long as the 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 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 Transferred Receivable after charge off; and (ii) any
proceeds from such a sale or other disposition by Transferor of such Transferred
Receivable, in each of clauses (i) and (ii) net of expenses of recovery.


 


“Redemption Date”
means, with respect to any Series, the date or dates specified in this
Indenture or the related Indenture Supplement.


 


“Redemption Price”
means, with respect to any Series, the price specified in the Indenture
Supplement.


 


“Related Documents”
means the Transfer Agreement, the Trust Receivables Purchase Agreement, the
Servicing Agreement, the Indenture Security Agreement, the Administration
Agreement, the Notes, the Trust Agreement, the Custody and Control Agreement,
this Indenture, any Indenture Supplement, the Bank Receivables Sale Agreement,
the Note Trust Certificate, the RFS Funding Trust Agreement and including 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. 
Any reference in the foregoing documents to a Related Document shall
include all Annexes, Exhibits and Schedules thereto, and all amendments,
restatements, supplements or other modifications thereto, and shall refer to
such Related Documents as the same may be in effect at any and all times such
reference becomes operative.


 


“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 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) of the Transfer Agreement.


 


“Required Principal
Balance” means, as of any date of determination, the sum of the numerators
used at such date to calculate the Allocation Percentages with respect to
Principal Collections for all Series outstanding on such date.


 


17

















 


“Responsible Officer”
means, with respect to the Issuer, the Administrator or a Responsible Officer
of the Trustee.  With respect to the
Indenture Trustee, the term “Responsible Officer” means any officer assigned to
the Corporate Trust Office, including any vice president, assistant vice
president, assistant treasurer, or any other officer of the Indenture Trustee customarily
performing functions similar to those performed by any of the above designated
officers and having direct responsibility for the administration of the
applicable Related Documents, and also, with respect to a particular matter,
any other officer, to whom such matter is referred because of such officer’s
knowledge of and familiarity with the particular subject.  With respect to the Trustee, the term
“Responsible Officer” means any officer within the Corporate Trust Office of
the Trustee with direct responsibility for the administration of the Issuer, or
any other officer to whom such matter is referred because of such officer’s
knowledge of and familiarity with the particular subject.  The term “Responsible Officer”, when used
herein with respect to any Person other than the Issuer, the Indenture Trustee
or the Trustee, means an officer or employee of such Person corresponding to
any officer or employee described in the preceding sentence.


 


“Retailer” means any
of 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.  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) of the RFS Funding Trust Agreement or the
Transfer Agreement 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 Account pursuant to Section 2.7(b) of the RFS Funding
Trust Agreement or the Transfer Agreement, effective at the time that the
repurchase of the related Transferred Receivables is completed.


 


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


 


“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, and as amended and
restated on June 27, 2003 among Transferor, RFS Holding, Inc. (as assignee
of General Electric Capital Services, Inc.) and Deutsche Bank Trust Company
Delaware, as trustee.


 


“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 the Issuer.


 


“S&P” means
Standard & Poor’s Ratings Services, a division of The McGraw-Hill
Companies, Inc.


 


“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.


 


18

















 


“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.


 


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


 


“Securities Act”
means the provisions of the Securities Act of 1933, 15 U.S.C. Sections 77a et seq., and any regulations promulgated
thereunder.


 


“Securities Intermediary”
is defined in Section 8-102 of Article 8 of the UCC.


 


“Securities Exchange Act”
means the provisions of the Securities Exchange Act of 1934 15 U.S.C. Sections
78a et  seq., and any regulations promulgated thereunder.


 


“Securities Intermediary”
is defined in Section 8-102 of Article 8 of the UCC.


 


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


 


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


 


“Series Enhancement”
means the rights and benefits provided to the Issuer or the Noteholders of any
Series or Class pursuant to any letter of credit, surety bond, cash collateral
account, collateral interest, spread account, reserve account, cash collateral
guaranty, insurance policy, tax protection agreement, interest rate swap
agreement, interest rate cap agreement, cross support feature or other similar
arrangement.  The subordination of any
Series or Class to another Series or Class shall be deemed to be a Series
Enhancement.


 


“Series Enhancer”
means the Person or Persons providing any Series Enhancement, other than
(except to the extent otherwise provided with respect to any Series in the
Indenture Supplement for such Series) any account or deposits therein or the
Noteholders of any Series or Class which is subordinated to another Series or
Class.


 


“Series Maturity Date”
means, with respect to any Series, the maturity date for such Series specified
in the Indenture Supplement for such Series.


 


“Series Servicing Fee
Percentage” is defined, as to any Series, in the related Indenture
Supplement.


 


“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.


 


“Servicer Default” is
defined in Section 5.1 of the Servicing Agreement.


 


19

















 


“Servicer Guaranty”
means that certain Servicer Performance Guaranty dated as of June 27, 2003
by GE Capital, as servicer performance guarantor.


 


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


 


“Shared Principal Collections”
means all amounts that any Indenture Supplement designates as “Shared Principal
Collections.”


 


“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.


 


“State” means any one
of the 50 states of the United States of America or the District of Columbia.


 


“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.


 


“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.


 


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


 


“Tax Opinion” means,
with respect to any action, an Opinion of Counsel to the effect that, for
Federal income tax purposes, (a) such action will not adversely affect the tax
characterization as debt of Notes of any outstanding Class with respect to
which an Opinion of Counsel was delivered at the time of their issuance that
such Notes would be characterized as debt, (b) such actions will not cause the
Issuer to be classified as an association (or publicly traded partnership)
taxable as a corporation, (c) such action will not cause or constitute an event
in which gain or loss would be recognized by any Noteholder and (d) and with
respect to a New Issuance, unless otherwise specified in the Indenture
Supplement, the Notes of the new Series will be treated as debt.


 


“TIA” or the “Trust
Indenture Act” means the Trust Indenture Act of 1939, as in force on the
date of this Indenture unless otherwise specifically provided, provided  however,
that in the event the Trust Indenture Act of 1939 is amended after such date,
“TIA” or “Trust Indenture


 


20

















 


Act” means to the extent
required by such an amendment, the Trust Indenture Act of 1939 as so amended.


 


“Transfer Date” means
the Business Day preceding each Payment Date.


 


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


 


“Transferor” means
RFS Holding, L.L.C. or any additional transferor designated as a “Transferor”
(a) prior to the RFS Funding Trust Termination Date, pursuant to the Trust
Receivables Purchase Agreement or (b) thereafter pursuant to the Transfer
Agreement.


 


“Transferor Interest”
means the interest of the Transferor or its assigns in the Issuer and the
Receivables, which entitles the Transferor or its assigns to receive the
various amounts specified in the Related Documents to be paid or transferred to
the holder(s) of the Transferor Interest.


 


“Transferor Percentage”
means as to Finance Charge Collections, Charged-Off Receivables and Principal
Collections, 100% less the sum of the applicable Allocation Percentages for all
outstanding Series.


 


“Transferred Assets”
is defined in Section 2.1 of the Transfer Agreement.


 


“Transferred Receivable”
means a Receivable that has been transferred by Transferor to RFS Funding Trust
under the Trust Receivables Purchase Agreement or the Issuer under the Transfer
Agreement.


 


“Treasury Regulations”
means regulations, including proposed or temporary regulations, promulgated
under the Code.  References to specific
provisions of proposed or temporary regulations shall include analogous
provisions of final Treasury Regulations or other successor Treasury
Regulations.


 


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


 


“Trust Account Property”
means the Trust Accounts, all amounts, Financial Assets, Investment Property
and other investments or other property held from time to time in or credited
to any Trust Account and all Proceeds of the foregoing.


 


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


 


“Trust Early Amortization
Event” is defined in Section 5.1.


 


“Trust Estate” means
all right, title and interest of the Issuer in and to the property and rights
assigned to the Issuer pursuant to the Transfer Agreement, all monies,
investment property, instruments and other property on deposit from time to
time in a Trust Account and all


 


21

















 


other property of the Issuer
from time to time, including any rights of the Trustee and the Issuer pursuant
to the Related Documents.


 


“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, its successors in interest and
any successor Trustee under the Trust Agreement.


 


“Uncertificated Security”
has the meaning assigned thereto in Section 8-102 of Article 8
of the UCC.


 


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


 


“Variable Interest”
means any Note that is designated as a variable funding note in the related
Indenture Supplement.


 


“Wal-Mart Program
Agreement” means that certain Consumer Credit Card Program Agreement dated
as of August 26, 1999, by and among 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 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
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 or the
context otherwise requires, capitalized terms used in this Indenture which are
defined in the UCC shall have the meaning given such term in the UCC; (c) any
reference to each Rating Agency shall only apply to any specific rating agency
if such rating agency is then rating any outstanding Series; (d) references to
any amount as on deposit or outstanding on any particular date means such
amount at the close of business on such day; (e) the words “hereof,” “herein”
and “hereunder” and words of similar import refer to this Indenture (or the
certificate or other document in which they are used) as a whole and not to any
particular provision of this Indenture (or the certificate or other document in
which reference is made); (f) references to any Section, Schedule or
Exhibit are references to Sections, Schedules and Exhibits in or to this
Indenture, 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; (g)
the term “including” means “including without limitation”; (h) 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; (i) references to any
agreement refer to that agreement as from time to time amended, restated or
supplemented or as the terms of


 


22

















 


such agreement are waived or
modified in accordance with its terms; and (j) references to any Person include
that Person’s successors and permitted assigns.


 


SECTION 1.3.  Incorporation by Reference
of TIA.  Whenever this Indenture
refers to a provision of the TIA, the provision is incorporated by reference in
and made a part of this Indenture.  The
following terms, where used in the TIA shall have the following meanings for
the purposes hereof:


 


“indenture securities” means
the Notes.


 


“indenture security holder”
means a Noteholder.


 


“indenture to be qualified”
means this Indenture.


 


“indenture trustee” or
“institutional trustee” means the Indenture Trustee.


 


“obligor” on the indenture
securities means the Issuer.


 


All other TIA terms used in
this Indenture that are defined by the TIA, defined by TIA reference to another
statute or defined by Commission rule have the meanings assigned to them by
such definitions.


 


ARTICLE II

THE NOTES


 


SECTION 2.1.  Form.  With respect to any Series, the Notes
related thereto, together with the Indenture Trustee’s certificate of
authentication, shall be in substantially the form of an exhibit to the
Indenture Supplement for such Series, with such appropriate insertions,
omissions, substitutions and other variations as are required or permitted by
this Indenture or such Indenture Supplement, and may have such letters, numbers
or other marks of identification and such legends or endorsements placed
thereon, as may, consistently herewith, be determined by the officers executing
such Notes, as evidenced by their execution of such Notes.  Any portion of the text of any Note may be
set forth on the reverse thereof, with an appropriate reference thereto on the
face of the Note.


 


The Notes shall be
typewritten, printed, lithographed or engraved or produced by any combination
of these methods (with or without steel engraved borders), all as determined by
the officers executing such Notes, as evidenced by their execution of such
Notes.


 


Each Note shall be dated the
date of its authentication.  The terms
of the Notes set forth in an exhibit to the related Indenture Supplement are
part of the terms of this Indenture.


 


Except as otherwise
specified in the related Indenture Supplement, the Notes of each Series shall
be issuable only in registered form and only in minimum denominations of at
least $1,000; provided, that the foregoing shall not restrict or prevent
the registration or transfer in accordance with Section 2.4 of any
Note having an Outstanding Principal Balance of other than an integral multiple
of $1,000, or the issuance of a single Note of each Class with a denomination
less than $1,000.


 


23

















 


SECTION 2.2.  Execution, Authentication and Delivery.  (a) 
Each Note shall be executed by manual or facsimile signature on behalf
of the Issuer by a Responsible Officer of the Trustee.


 


(b)  Notes bearing the manual or facsimile
signature of individuals who were at the time of signature a Responsible
Officer of the Trustee shall bind the Issuer, notwithstanding that such
individuals or any of them have ceased to hold such offices prior to the
authentication and delivery of such Notes or did not hold such offices at the
date of such Notes.


 


(c)  No Note shall be entitled to any benefit
under this Indenture or the related Indenture Supplement or be valid or
obligatory for any purpose, unless there appears on such Note a certificate of
authentication substantially in the form provided for herein or in the related
Indenture Supplement executed by the Indenture Trustee by the manual signature
of one of its authorized signatories, and such certificate of authentication
shall be conclusive evidence, and the only evidence, that such Note has been
duly authenticated and delivered hereunder.


 


(d)  From time to time when permitted hereunder,
the Issuer shall execute and deliver Notes to the Indenture Trustee for
authentication together with an Issuer Request to the Indenture Trustee
directing the authentication and delivery of such Notes and thereupon the same
shall be authenticated and delivered by the Indenture Trustee in accordance
with such Issuer Request.


 


SECTION 2.3.  Temporary Notes.  Pending the preparation of Definitive Notes,
when permitted hereunder, the Issuer shall execute, and upon receipt of an Issuer
Order, the Indenture Trustee shall authenticate and deliver, temporary Notes of
the tenor of the Definitive Notes in lieu of which they are issued and with
such variations not inconsistent with this Indenture as the Issuer may
determine, as evidenced by their execution of such Notes.


 


If temporary Notes are
issued, the Issuer will cause Definitive Notes to be prepared without
unreasonable delay.  After the
preparation of Definitive Notes, the temporary Notes shall be exchangeable for
Definitive Notes upon surrender of the temporary Notes at the office or agency
of the Issuer to be maintained as provided in Section 3.2, without
charge to the Noteholder.  Upon
surrender for cancellation of any one or more temporary Notes, the Issuer shall
execute and the Indenture Trustee shall authenticate and deliver in exchange
therefor a like principal amount of Definitive Notes of authorized
denominations.  Until so exchanged, the
temporary Notes shall in all respects be entitled to the same benefits under
this Indenture and the applicable Indenture Supplement as if they were
Definitive Notes.


 


SECTION 2.4.  Registration; Registration of Transfer
and Exchange.  (a)  The Issuer shall cause to be kept a register
(the “Note Register”) in which, subject to such reasonable regulations
as it may prescribe, the Issuer shall provide for the registration of Notes and
the registration of transfers of Notes. 
The Issuer hereby appoints the Indenture Trustee as registrar (in such
capacity, the “Note Registrar”) for the purpose of registering Notes and
transfers of Notes as herein provided and the Indenture Trustee hereby accepts
such appointment.  Upon any


 


24

















 


resignation of any Note
Registrar, the Issuer shall promptly appoint a successor or, if it cannot make
such an appointment, assume the duties of Note Registrar.


 


If a Person other than the
Indenture Trustee is appointed by the Issuer as the Note Registrar, the Issuer
will give the Indenture Trustee prompt written notice of the appointment of
such Note Registrar and of the location, and any change in the location, of the
Note Register.  The Indenture Trustee
shall have the right to inspect the Note Register at all reasonable times, to
obtain copies thereof and to rely upon a certificate executed on behalf of the
Note Registrar by an officer thereof as to the names and addresses of the
Noteholders and the principal amounts and number of such Notes.


 


(b)  Subject to Section 2.4(a), upon
surrender for registration of transfer of any Note at the Corporate Trust
Office of the Indenture Trustee to be maintained as provided in Section 3.2,
if the requirements of Section 8-401(1) of the UCC are met, the
Issuer shall execute, the Indenture Trustee shall authenticate and the
Noteholder shall obtain from the Indenture Trustee, in the name of the
designated transferee or transferees, one or more new Notes of the same Series
and Class in any authorized denominations of a like aggregate principal
amount.  At the option of a Noteholder,
its Notes may be exchanged for other new Notes of the same Series or Class in
any authorized denominations of a like aggregate principal amount, upon
surrender of the Notes to be exchanged at such office or agency. Whenever any
Notes are so surrendered for exchange, if the requirements of Section 8-401(1)
of the UCC are met, the Issuer shall execute, the Indenture Trustee shall
authenticate and the Noteholder shall obtain from the Indenture Trustee, the
Notes that the Noteholder making the exchange is entitled to receive.  The Indenture Trustee shall make a notation
on any such new Note of the amount of principal, if any, that has been paid on
such Note.


 


(c)  All Notes issued upon any registration of
transfer or exchange of Notes shall be the valid obligations of the Issuer,
evidencing the same debt and entitled to the same benefits under this Indenture
and the related Indenture Supplement as the Notes surrendered upon such
registration of transfer or exchange.


 


(d)  Every Note presented or surrendered for
registration of transfer or exchange shall (if so required by the Issuer or the
Indenture Trustee) be duly endorsed by, or be accompanied by a written
instrument of transfer in form satisfactory to the Issuer and the Indenture
Trustee duly executed by, the Noteholder thereof or such Noteholder’s attorney
duly authorized in writing, with such signature guaranteed by an “eligible
guarantor institution” meeting the requirements of the Note Registrar, which
requirements include membership or participation in the Securities Transfer
Agent’s Medallion Program (“STAMP”) or such other “signature guarantee program”
as may be determined by the Note Registrar in addition to, or in substitution
for, STAMP, all in accordance with the Securities Exchange Act.


 


(e)  By acquiring a Note, each purchaser and
transferee shall be deemed to represent and warrant that either (i) it is not
acquiring the Note with the plan assets of a Benefit Plan or (ii) the
acquisition and holding of the Note will not give rise to a non-


 


25

















 


exempt prohibited
transaction under Section 406 of ERISA or Section 4975 of the Code
(or, in the case of a governmental plan, any substantially similar applicable
law).


 


(f)  The registration of transfer of any Note
shall be subject to the additional requirements, if any, set forth in the
Indenture Supplement related to such Note.


 


(g)  No service charge shall be made to a
Noteholder for any registration of transfer or exchange of Notes, but the
Issuer or the Indenture Trustee may require the payment by such Noteholder of a
sum sufficient to cover any tax or other governmental charge that may be
imposed in connection with any registration of transfer or exchange of Notes,
other than exchanges pursuant to Section 2.3 or 9.5.


 


(h)  If and so long as any Series of Notes are
listed on the Luxembourg Stock Exchange and such exchange shall so require, the
Issuer shall appoint a co-transfer agent and co-registrar in Luxembourg or
another European city.  Any reference in
this Indenture to Note Registrar shall include any co-transfer agent and
co-registrar unless the context otherwise requires.  The Indenture Trustee will enter into any appropriate agency
agreement with any co-transfer agent and co-registrar not a party to this
Indenture, which will implement the provisions of this Indenture that relate to
such agent.


 


SECTION 2.5.  Mutilated, Destroyed, Lost or Stolen
Notes.  (a)  If: 
(i) any mutilated Note is surrendered to the Indenture Trustee, or the
Indenture Trustee receives evidence to its satisfaction of the destruction,
loss or theft of any Note, and (ii) there is delivered to the Indenture Trustee
such security or indemnity as may be required by the Indenture Trustee and the
Issuer to hold the Indenture Trustee and the Issuer, respectively, harmless,
then, in the absence of notice to the Issuer, the Note Registrar or the
Indenture Trustee that such Note has been acquired by a protected purchaser,
and provided, that the requirements of Section 8-405 of the
UCC are met, the Issuer shall execute, and upon its request the Indenture
Trustee shall authenticate and deliver, in exchange for or in lieu of any such
mutilated, destroyed, lost or stolen Note, a replacement Note of the same
Class, Series and principal amount and bearing a number not contemporaneously
outstanding; provided, however, that if any such destroyed, lost
or stolen Note, but not a mutilated Note, shall have become, or within seven
days shall be, due and payable, or shall have been called for redemption,
instead of issuing a replacement Note, the Issuer may pay such destroyed, lost
or stolen Note when so due or payable or upon the Redemption Date without
surrender thereof.  If, after the
delivery of such replacement Note (or payment of a destroyed, lost or stolen
Note pursuant to the proviso to the preceding sentence), a protected purchaser
of the original Note in lieu of which such replacement Note was issued presents
for payment such original Note, the Issuer and the Indenture Trustee shall be
entitled to recover such replacement Note (or such payment) from the Person to
whom it was delivered or any Person taking such replacement Note from such
Person to whom such replacement Note was delivered (or payment made) or any
assignee of such Person, except a protected purchaser, and shall be entitled to
recover upon the security or indemnity provided therefor to the extent of any
loss, damage, cost or expense incurred by the Issuer or the Indenture Trustee
in connection therewith.


 


(b)  Upon the issuance of any replacement Note
under this Section, the Issuer or the Indenture Trustee shall require the
payment by such Noteholder of a sum sufficient to


 


26

















 


cover any tax or other
governmental charge that may be imposed in relation thereto and any other
reasonable expenses (including the fees and expenses of the Indenture Trustee)
connected therewith.


 


(c)  Every replacement Note issued pursuant to
this Section in replacement of any mutilated, destroyed, lost or stolen
Note shall constitute an original additional contractual obligation of the
Issuer, whether or not the mutilated, destroyed, lost or stolen Note shall be
at any time enforceable by anyone, and shall be entitled to all the benefits of
this Indenture equally and proportionately with any and all other Notes of the
same Class and Series duly issued hereunder.


 


(d)  The provisions of this Section are
exclusive and shall preclude (to the extent lawful) all other rights and
remedies with respect to the replacement or payment of mutilated, destroyed,
lost or stolen Notes.


 


SECTION 2.6.  Persons Deemed Owner.  Prior to due presentment for registration of
transfer of any Note, the Issuer, the Indenture Trustee and any agent of the
Issuer or the Indenture Trustee may treat the Person in whose name any Note is
registered (as of the day of determination) as the owner of such Note for the
purpose of receiving payment on such Note pursuant to the terms of the
applicable Indenture Supplement and for all other purposes whatsoever, whether
or not such Note be overdue, and neither the Issuer, the Indenture Trustee nor
any agent of the Issuer or the Indenture Trustee shall be affected by notice to
the contrary.


 


SECTION 2.7.  Payment of Principal and Interest;
Defaulted Interest.  (a)   Any installment of interest or principal,
if any, payable on any Note that is punctually paid or duly provided for by the
Issuer on the applicable Payment Date shall be paid to the Person in whose name
such Note (or one or more Predecessor Notes) is registered on the Record Date
by check mailed first-class, postage prepaid, to such Person’s address as it
appears on the Note Register on such Record Date unless otherwise specified in
the applicable Indenture Supplement.  However,
with respect to Notes registered on the Record Date in the name of the nominee
of the Clearing Agency (initially, such nominee to be Cede & Co.), payment
will be made by wire transfer in immediately available funds to the account
designated by such nominee. Notwithstanding the above, the final installment of
principal payable with respect to such Note (and except for the Redemption
Price for any Note called for redemption pursuant to Section 2.17)
shall be payable as provided in clause (b)(ii). The funds represented by
any such checks returned undelivered shall be held in accordance with Section 6.16.


 


(b)  (i)                          The principal of each Note shall be payable in installments on each
applicable Payment Date in an amount set forth in the related Indenture
Supplement, for such Payment Date.


 


(ii)  Notwithstanding the foregoing, the entire
Outstanding Principal Balance of any affected Series shall be due and payable
on: (A) the date on which an Event of Default described in paragraph (a), (b)
or (c) of Section 5.2 shall have occurred and be continuing with
respect to such Series if the Indenture Trustee or the Noteholders representing
not less than a majority of the Outstanding Principal Balance of the Notes of
such Series have declared the Notes to be immediately


 


27

















 


due and payable in the
manner provided in Section 5.3, (B) the date on which an Event of
Default described in paragraph (d) of Section 5.2 shall have
occurred and be continuing and (C) if the Notes in any Series remain
Outstanding, the Series Maturity Date for such Series.


 


(iii)  The Issuer shall notify the Indenture
Trustee, and the Indenture Trustee shall subsequently notify the Person in
whose name a Note is registered at the close of business on the Record Date
preceding the Payment Date, of the date on which the Issuer expects that the
final installment of principal of and interest on such Note will be paid. Such
notice shall be mailed no later than the fifth day of the calendar month for
such final Payment Date and shall specify that such final installment will be
payable only upon presentation and surrender of such Note and shall specify the
place where such Note may be presented and surrendered for payment of such
installment.


 


(c)  All reductions in the principal amount of a
Note effected by payments of installments of principal made on any Payment Date
shall be binding upon all Noteholders of such Note and of any Note issued upon
the registration of transfer thereof or in exchange therefor or in lieu
thereof, whether or not such payment is noted on such Note. All payments on the
Notes shall be made without any requirement of presentment but each Noteholder
of any Note shall be deemed to agree, by its acceptance of the same, to
surrender such Note at the Corporate Trust Office against payment of the final
installment of principal of such Note.


 


SECTION 2.8.  New Issuances.


 


(a)  Pursuant to one or more Indenture
Supplements, the Issuer may issue one or more new Series of Notes (a “New
Issuance”).  The Notes of all
outstanding Series shall be equally and ratably entitled as provided herein to
the benefits of this Indenture without preference, priority or distinction, all
in accordance with the terms and provisions of this Indenture and the related
Indenture Supplement except, with respect to any Series or Class, as provided
in the Indenture Supplement related to such Series.  Interest on and principal of the Notes of each outstanding Series
shall be paid as specified in the Indenture Supplement relating to such
outstanding Series.


 


(b)  On or before the Closing Date relating to
any New Issuance, the parties hereto will execute and deliver an Indenture
Supplement which will specify the Principal Terms of the new Series to be
issued.  The terms of such Indenture
Supplement may modify or amend the terms of this Indenture solely as applied to
such new Series.  The obligation of the
Issuer to execute the Notes of any Series and of the Indenture Trustee to
authenticate such Notes (other than any Series issued pursuant to an Indenture
Supplement dated as of the date hereof) and to execute and deliver the related
Indenture Supplement is subject to the satisfaction of the following
conditions:


 


(i)  on or before the fifth Business Day
immediately preceding the applicable Closing Date (unless a shorter period
shall be acceptable to the Indenture Trustee and each applicable Rating
Agency), the Issuer shall have given 


 


28

















 


the Indenture Trustee and
each Rating Agency notice (unless such notice requirement is otherwise waived)
of such New Issuance and the Closing Date; provided, however, no
such notice shall be required with respect to a New Issuance on the Initial
Closing Date;


 


(ii)  the Issuer shall have delivered to the
Indenture Trustee any related Indenture Supplement, in form satisfactory to the
Issuer and the Indenture Trustee, executed by each party hereto;


 


(iii)  the Issuer shall have delivered to the
Indenture Trustee any Series Enhancement Agreement to be entered into in
connection with such New Issuance executed by the Series Enhancer;


 


(iv)  the Rating Agency Condition shall have been
satisfied with respect to such issuance;


 


(v)  such New Issuance will not have an Adverse
Effect as of the applicable Closing Date (after giving effect to such New
Issuance) and the Transferor shall have delivered an Officer’s Certificate to
the effect that based upon the facts known to the officer, the New Issuance
will not have an Adverse Effect as of the applicable Closing Date (after giving
effect to such New Issuance);


 


(vi)  the Free Equity Amount shall not be less
than the Minimum Free Equity Amount as of the applicable Closing Date after
giving effect to such New Issuance;


 


(vii)  the Note Trust Principal Balance shall not
be less than the Required Principal Balance as of the applicable Closing Date
after giving effect to such New Issuance; and


 


(viii)  the Issuer shall have delivered to the
Indenture Trustee (with a copy to each Rating Agency) a Tax Opinion, dated the
Closing Date with respect to such issuance.


 


(c)  Upon satisfaction of the above conditions,
pursuant to Section 2.2, the Issuer, shall execute and the
Indenture Trustee shall, upon receipt of an Issuer Request, authenticate and
deliver the Notes of such Series as provided in this Indenture and the
applicable Indenture Supplement.


 


SECTION 2.9.  Cancellation.  All Notes surrendered for payment,
registration of transfer, exchange or redemption shall, if surrendered to any
Person other than the Indenture Trustee, be delivered to the Indenture Trustee
and shall be promptly canceled by the Indenture Trustee.  The Issuer may at any time deliver to the
Indenture Trustee for cancellation any Notes previously authenticated and
delivered hereunder that the Issuer may have acquired in any manner whatsoever,
and all Notes so delivered shall be promptly canceled by the Indenture
Trustee.  No Notes shall be
authenticated in lieu of or in exchange for any Notes canceled as provided in
this Section except as expressly permitted by this Indenture.  All canceled Notes may be held or


 


29

















 


disposed of by the Indenture
Trustee in accordance with its standard retention or disposal policy as in
effect at the time unless the Issuer shall direct by an Issuer Order that they
be returned to it; provided, that such Issuer Order is timely and the
Notes have not been previously disposed of by the Indenture Trustee.


 


SECTION 2.10.  Book-Entry Notes.  Unless otherwise provided in any related
Indenture Supplement, the Notes of each Series and Class, upon original
issuance, will be issued in the form of typewritten Notes representing the
Book-Entry Notes to be delivered to the depository specified in such Indenture
Supplement which shall be the Clearing Agency or its custodian, by or on behalf
of the Issuer.  The Notes of each Series
and Class shall, unless otherwise provided in the related Indenture Supplement,
initially be registered in the Note Register in the name of the nominee of the
Clearing Agency for such Book-Entry Notes and shall be delivered to the
Indenture Trustee or, pursuant to such Clearing Agency’s instructions held by
the Indenture Trustee’s agent as custodian for the Clearing Agency.


 


Unless and until definitive
fully registered Notes (the “Definitive Notes”) are issued under the
circumstances described in Section 2.12 or any applicable Indenture
Supplement, no Note Owner shall be entitled to receive a Definitive Note
representing such Note Owner’s interest in such Note.  Unless and until Definitive Notes have been issued to the Note
Owners pursuant to Section 2.12 or any applicable Indenture
Supplement:


 


(i)  the provisions of this Section shall be
in full force and effect with respect to each such Series;


 


(ii)  the Issuer, the Note Registrar and the
Indenture Trustee, and their officers, directors, employees and agents may deal
with the Clearing Agency for all purposes (including the payment of principal
of and interest on the Notes of each such Series) as the authorized
representative of the respective Note Owners;


 


(iii)  to the extent that this
Section conflicts with any other provisions of this Indenture, this
Section shall control with respect to each such Series;


 


(iv)  the rights of the respective Note Owners of
each such Series shall be exercised only through the Clearing Agency and the
Clearing Agency Participants and shall be limited to those established by law
and agreements between such respective Note Owners and the Clearing Agency
and/or the Clearing Agency Participants. 
Pursuant to the Note Depository Agreement applicable to a Series, unless
and until Definitive Notes of such Series are issued pursuant to Section 2.12,
the initial Clearing Agency will make book-entry transfers among the Clearing
Agency Participants and receive and transmit payments of principal of and
interest on the related Notes to such Clearing Agency Participants; and


 


(v)  whenever this Indenture or any applicable
Indenture Supplement requires or permits actions to be taken based upon
instructions, directions, or the consent of Noteholders evidencing a specified
percentage of the Outstanding Principal Balance of the Notes or of a particular
Series or Class of Notes, the Clearing Agency shall be deemed to represent such
percentage only to the extent


 


30

















 


that it has received
instructions to such effect from Note Owners and/or Clearing Agency
Participants owning or representing, respectively, such required percentage of
the beneficial interest in such Notes, Series or Class, as applicable, and has
delivered such instructions to the Indenture Trustee.


 


SECTION 2.11.  Notices to Clearing Agency.  Whenever a notice or other communication to
any Noteholder is required under this Indenture, unless and until Definitive
Notes have been issued to the related Note Owners, the Indenture Trustee shall
give all such notices and communications to the Clearing Agency.


 


SECTION 2.12.  Definitive Notes.  (a) 
If: (i) the Issuer advises the Indenture Trustee in writing that the
Clearing Agency is no longer willing or able to properly discharge its
responsibilities under the Note Depository Agreement with respect to the Notes
of a given Series, and the Issuer is unable to locate a qualified successor,
(ii) circumstances change so that the book-entry system through the Clearing
Agency is less advantageous due to economic or administrative burden or if the
use of the book-entry system becomes unlawful with respect to such Series and
the Issuer notifies the Indenture Trustee in writing that because of such
changes in circumstances it is terminating such book-entry system through the
Clearing Agency with respect to such Series or (iii) after the occurrence of an
Event of Default, Note Owners representing beneficial interests aggregating at
least a majority of the Outstanding Principal Balance of the Notes (or such
other percentage as specified in the related Indenture Supplement) of such
Series advise the Clearing Agency in writing that the continuation of a
book-entry system through the Clearing Agency is no longer in the best
interests of the Note Owners of such Series, then the Clearing Agency has
undertaken to notify all Note Owners of such Series and the Indenture Trustee
of the occurrence of any such event and of the availability of Definitive Notes
to Note Owners of such Series requesting the same.  Upon surrender to the Indenture Trustee of the typewritten Notes
of such Series representing the Book-Entry Notes by the Clearing Agency,
accompanied by registration and transfer instructions from the Clearing Agency
for registration, the Issuer shall execute, and the Indenture Trustee shall
authenticate, the Definitive Notes of such Series in accordance with the
instructions of the Clearing Agency and shall recognize registered holders of
such Definitive Notes as Noteholders under this Indenture.  None of the Issuer, the Note Registrar or
the Indenture Trustee shall be liable for any delay in delivery of such
instructions and may conclusively rely on, and shall be protected in relying
on, such instructions.  Upon the issuance
of Definitive Notes of such Series, all references herein to obligations
imposed upon or to be performed by the Clearing Agency with respect to such
Series shall be deemed to be imposed upon and performed by the Issuer, to the
extent applicable with respect to such Definitive Notes, and the Issuer shall
recognize the holders of the relevant Definitive Notes of such Series as
Noteholders hereunder.


 


(b)  Definitive Notes will not be eligible for
clearing or settlement through the Clearing Agency.


 


SECTION 2.13.  Treasury Notes.  In determining whether the Noteholders of
the required Outstanding Principal Balance of Notes of a given Series have
concurred in any direction, waiver or consent, any such Notes owned by the
Issuer or an Affiliate of the Issuer shall be considered as though not
Outstanding, except that for the purposes of determining whether the Indenture


 


31

















 


Trustee shall be protected
in relying on any such direction, waiver or consent, only Notes which a
Responsible Officer actually knows are so owned shall be so disregarded.


 


SECTION 2.14.  CUSIP Numbers.  The Issuer in issuing the Notes may use
“CUSIP” numbers (if then generally in use), and, if so, the Indenture Trustee
shall indicate the “CUSIP” numbers of the Notes in notices of redemption and
related materials as a convenience to Noteholders; provided, that any
such notice may state that no representation is made as to the correctness of
such numbers either as printed on the Notes or as contained in any notice of
redemption and related materials.


 


SECTION 2.15.  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 for all purposes.


 


SECTION 2.16.  Notes to Constitute
Indebtedness.  The parties hereto
agree that it is their mutual intent that, for all applicable tax purposes, the
Notes will constitute indebtedness. 
Further, each party hereto and each Noteholder (by accepting and holding
a Note) hereby covenants to every other party hereto and to every other
Noteholder to treat the Notes as indebtedness for all applicable tax purposes
in all tax filings, reports and returns and otherwise, and further covenants
that neither it nor any of its Affiliates will take, or participate in the
taking of or permit to be taken, any action that is inconsistent with the
treatment of the Notes as indebtedness for tax purposes.  All successors and assignees of the parties
hereto shall be bound by the provisions hereof.


 


SECTION 2.17.  Redemption.  If so specified in the applicable Indenture
Supplement, the Notes of each Series shall be subject to redemption in
connection with exercise by the Transferor of its rights under Section 10.1
of the Trust Agreement relating to the Collateral Amount for that Series.  The terms of any such redemption shall be
specified in the applicable Indenture Supplements.


 


ARTICLE III

COVENANTS


 


SECTION 3.1.  Payment of Principal and Interest.  (a) 
The Issuer will duly and punctually pay the principal of and interest,
if any, on the Notes in accordance with the terms of the Notes, as specified in
the Indenture Supplement related to such Notes.


 


(b)  The Noteholders of any Series as of the
Record Date in respect of a Payment Date shall be entitled to the interest
accrued and payable and principal payable on such Payment Date with respect to
such Series as specified in the related Indenture Supplement.  All payment obligations under a Note are
discharged to the extent such payments are made to the Noteholder of record.


 


SECTION 3.2.  Maintenance of Office or Agency.  The Issuer will maintain an office or agency
where Notes may be surrendered for registration of transfer or exchange and
where notices and demands to or upon the Issuer in respect of the Notes and
this Indenture may be served.  The
Issuer hereby initially appoints the Indenture Trustee at its Corporate Trust
Office to serve as its agent for the foregoing purposes.  The Issuer will not change the location of
such


 


32

















 


offices or its jurisdiction
of organization, as defined in the UCC, without giving the Indenture Trustee at
least 30 days prior written notice thereof.


 


SECTION 3.3.  Paying Agent’s Obligations.  The Issuer will cause each Paying Agent to
comply with the obligations of the Paying Agent set forth in Section 6.16.


 


SECTION 3.4.  Existence.  (a)  The Issuer will keep
in full effect its existence, rights and franchises as a Delaware statutory
trust.


 


(b)  The Issuer shall at all times observe and
comply in all material respects with (i) all laws applicable to it, and (ii)
all requisite and appropriate organizational and other formalities in the
management of its business and affairs and the conduct of the transactions
contemplated hereby.


 


SECTION 3.5.  Protection of the Collateral; Further
Assurances.  The Issuer will from
time to time execute and deliver all such supplements and amendments hereto and
all such writings of further assurance and other writings, and will take such
other action necessary or advisable to:


 


(a)  more effectively make a Grant over all or
any portion of the Collateral;


 


(b)  maintain or preserve the Lien (and the
priority thereof) of this Indenture or carry out more effectively the purposes
hereof;


 


(c)  perfect, publish notice of or protect the
validity of any Grant made or to be made by this Indenture and perfect the Lien
contemplated hereby in favor of the Indenture Trustee;


 


(d)  enforce or cause the Servicer to enforce any
of the Collateral; or


 


(e)  preserve and defend against the claims of
all Persons and parties, (i) title to the Collateral (including the right to
receive all payments due or to become due with respect to the Transferred
Receivables) and the interests in the property included in the Collateral and
(ii) the rights of the Indenture Trustee and the Noteholders with respect to
such Collateral (including the right to receive all payments due or to become
due with respect to the Transferred Receivables) and interests with respect to
the property included in the Collateral.


 


The Issuer hereby designates
the Indenture Trustee as its agent and attorney-in-fact to file and/or execute
any financing statement, continuation statement, writing of further assurance
or other writing required to be executed and/or filed to accomplish the
foregoing; provided, however, that nothing in this paragraph
shall obligate the Indenture Trustee to file or execute any financing statement
or continuation statement or to take any other action hereunder.


 


SECTION 3.6.  Opinions as to the Collateral.  (a) 
On the Closing Date relating to the first Series of Notes, the Issuer
shall furnish to the Indenture Trustee an Opinion of Counsel either stating
that, in the opinion of such counsel, such action has been taken with respect
to the recording and filing of this Indenture, any indentures supplemental
hereto and any other requisite


 


33

















 


documents, and with respect
to the execution and filing of any financing statements and continuation
statements, as are necessary to perfect and make effective the Lien created by
this Indenture and reciting the details of such action, or stating that, in the
opinion of such counsel, no such action is necessary to perfect and make
effective such Lien.


 


(b)  On or before March 31 in each calendar
year, beginning in 2005, the Issuer shall furnish to the Indenture Trustee an
Opinion of Counsel either stating that, in the opinion of such counsel, such
action has been taken with respect to the recording, filing, re-recording and
refiling of this Indenture, any indentures supplemental hereto and any other
requisite documents, and with respect to the execution and filing of any
financing statements and continuation statements, as is necessary to maintain
the Lien of this Indenture and reciting the details of such action, or stating
that in the opinion of such counsel no such action is necessary to maintain
such Lien.  Such Opinion of Counsel
shall also describe the recording, filing, re-recording and refiling of this
Indenture, any Indenture Supplements, any indentures supplemental hereto and
any other requisite documents, and the execution and filing of any financing
statements and continuation statements, that will, in the opinion of such
counsel, be required to maintain the Lien of this Indenture until March 31
in the following calendar year.


 


SECTION 3.7.  Performance of Obligations; Servicing of
Transferred Receivables.  (a)  The Issuer will not take any action and will
use commercially reasonable efforts not to permit any action to be taken by
others that would release any Person from any material covenants or obligations
under any instrument or agreement included in the Collateral or that would
result in the amendment, hypothecation, subordination, termination or discharge
of, or impair the validity or effectiveness of, any such instrument or
agreement, except as expressly provided in this Indenture, any applicable
Indenture Supplement, the Transfer Agreement, the Servicing Agreement or such
other instrument or agreement.


 


(b)  The Issuer will punctually perform and
observe all of its obligations and agreements contained in this Indenture, any
applicable Indenture Supplement, the other Related Documents and in the instruments
and agreements included in the Collateral, including filing or causing to be
filed all UCC financing statements and continuation statements required to be
filed by this Indenture, any applicable Indenture Supplement, the Transfer
Agreement, and the Servicing Agreement in accordance with and within the time
periods provided for herein and therein.


 


(c)  The Issuer hereby covenants and agrees that
it will enforce the obligations of the Transferor under the Transfer Agreement.


 


(d)  The Issuer hereby covenants and agrees that
it will enforce the obligations of the Servicer under the Servicing Agreement
and if a Servicer Default shall arise from the failure of the Servicer to
perform any of its duties or obligations under the Servicing Agreement with
respect to the Transferred Receivables, the Issuer shall take all reasonable
actions available to it to remedy such failure; provided, however,
that any Servicer Default other than a Servicer Default arising under Section 5.1(a)
of the Servicing Agreement may be waived by the Issuer upon consent of the
Noteholders of


 


34

















 


not less than 66 2/3%
of the Outstanding Principal Balance for the Notes for all Series to which the
Servicer Default relates.


 


(e)  The Issuer hereby covenants and agrees that
it shall deliver a notice to the Servicer of any Servicer Default if directed
to do so by the Indenture Trustee or by the Noteholders of not less than 25% of
the Outstanding Principal Balance of the Notes for all Series; provided,
however, with respect to any Servicer Default that does not relate to
all Series, the Issuer shall deliver a notice to the Servicer of such Servicer
Default if directed to do so by the Noteholders of 25% of the Outstanding
Principal Balance of the Notes for all Series to which the Servicer Defaults
relates; provided, however, that if the Servicer breaches its
covenants in Section 2.6 of the Servicing Agreement, upon discovery
by the Issuer, the Issuer shall provide prompt written notice of such breach to
the Servicer in accordance with Section 2.6 of the Servicing
Agreement.  The Issuer hereby covenants
and agrees that it shall: (i) upon the occurrence of a Servicer Default set
forth in Section 5.1(e) of the Servicing Agreement, promptly
exercise its rights to terminate the Servicer pursuant to Section 5.1
of the Servicing Agreement and (ii) prior to exercising its rights to terminate
the Servicer pursuant to Section 5.1 of the Servicing Agreement due
to the occurrence of a Servicer Default set forth in Sections 5.1(a), (b),
(c) or (d) of the Servicing Agreement, obtain the consent of the
Noteholders representing a majority of the Outstanding Principal Balance of
each affected Series of Notes.  Within
thirty (30) days after the giving of notice of termination to the Servicer of
the Servicer’s rights and powers pursuant to Section 5.1 of the
Servicing Agreement, the Issuer shall appoint a Successor Servicer, such
appointment to be reflected by a written assumption in a form acceptable to the
Indenture Trustee.  In the event that a
Successor Servicer has not been appointed and accepted its appointment at the
time when the previous Servicer ceases to act as Servicer, the Indenture
Trustee without further action shall automatically be appointed the Successor Servicer,
subject to all the responsibilities, duties and liabilities relating thereto
placed on the Servicer by the terms and provisions hereof, provided, however,
that the Indenture Trustee shall not be liable for any actions of any Servicer
prior to the Indenture Trustee’s appointment as Successor Servicer.  Notwithstanding the preceding sentence, the
Indenture Trustee shall, if it is legally unable to so act or if the majority
of Noteholders so request in writing to the Indenture Trustee, appoint, or petition
a court of competent jurisdiction to appoint, any servicing institution
established in servicing trade receivables substantially similar to the
Transferred Receivables as the successor to the Servicer hereunder in the
assumption of all or any part of the responsibilities, duties or liabilities of
the Servicer hereunder.  The Indenture
Trustee may resign as the Servicer by giving written notice of such resignation
to the Issuer and in such event will be released from such duties and
obligations, such release not to be effective until the date a Successor
Servicer enters into a servicing agreement with the Issuer as provided
below.  Upon delivery of any such notice
to the Issuer, the Issuer shall obtain a new servicer as the Successor Servicer
under the Servicing Agreement.  Any
Successor Servicer other than the Indenture Trustee shall: (i) be an
established financial institution having a net worth of not less than
$500,000,000 and whose regular business includes the servicing of receivables
and (ii) enter into a servicing agreement with the Issuer having substantially
the same provisions as the provisions of the Servicing Agreement applicable to
the Servicer.  If within 30 days after
the delivery of the notice of termination of the Servicer’s right and powers
referred to above, the


 


35

















 


Issuer shall not have
obtained such a Successor Servicer, the Indenture Trustee may appoint, or may
petition a court of competent jurisdiction to appoint, a Successor Servicer.  In connection with any such appointment, the
Indenture Trustee may make such arrangements for the compensation of such
Successor Servicer as it and such Successor Servicer shall agree, subject to
the limitations set forth below and in the Servicing Agreement, and in
accordance with Section 6.2 of the Servicing Agreement, the Issuer
shall enter into an agreement with such Successor Servicer for the servicing of
the Transferred Receivables (such agreement to be in form and substance
satisfactory to the Indenture Trustee). 
If the Indenture Trustee shall succeed to the previous Servicer’s duties
as servicer of the Transferred Receivables as provided herein, it shall do so
in its individual capacity and not in its capacity as Indenture Trustee and,
accordingly, the provisions of Article VI shall be inapplicable to
the Indenture Trustee in its duties as the Successor Servicer and the servicing
of the Transferred Receivables.  In case
the Indenture Trustee shall become the Successor Servicer under the Servicing
Agreement, the Indenture Trustee shall be entitled to appoint as Servicer any
one of its Affiliates; provided, that it shall be fully liable for the
actions and omissions of such Affiliate in its capacity as Successor Servicer.


 


(f)  Upon any termination of the Servicer’s
rights and powers pursuant to the Servicing Agreement, the Issuer shall
promptly notify the Indenture Trustee. 
As soon as a Successor Servicer is appointed, the Issuer shall notify
the Indenture Trustee of such appointment, specifying in such notice the name
and address of such Successor Servicer.


 


(g)  The Issuer shall provide to the Indenture
Trustee or its respective designees access to the documentation regarding the
Accounts and the Transferred Receivables in such cases where the Indenture
Trustee or such designee is required in connection with the enforcement of the
rights of the Indenture Trustee, or by applicable statutes or regulations to
review such documentation, such access being afforded without charge but only
(i) upon reasonable request, (ii) during normal business hours, (iii) subject
to the Issuer’s normal security and confidentiality procedures and (iv) at
offices designated by the Issuer. 
Nothing in this section shall derogate from the obligation of any
Person to observe any applicable law prohibiting disclosure of information
regarding the Obligors, and the failure of the Issuer to provide access as
provided in this section as a result of such obligation shall not
constitute a breach of this Section.


 


(h)  Upon a merger or consolidation of the
Servicer or an Originator, the Issuer shall provide prompt written notice to
the Rating Agencies.


 


(i)  The Issuer shall promptly deliver to the
Rating Agencies the reports furnished to the Issuer pursuant to Section 2.9
of the Servicing Agreement unless such delivery would be prohibited by the
terms of any agreement between the Servicer and the accounting firm preparing
such report.


 


SECTION 3.8.  Taxes.  The Issuer shall contest or pay all taxes when due and payable or
levied against its assets, properties or income, including any property that is
part of the Collateral.


 


36

















 


SECTION 3.9.  Annual Statement as to Compliance.  The Issuer will deliver to the Indenture
Trustee, within 120 days after the end of each fiscal year of the Issuer
(commencing with the fiscal year 2003), an Officers’ Certificate, substantially
in the form of Exhibit A, stating that:


 


(i)  a review of the activities of the Issuer
during such year and of performance under this Indenture has been made under
such Authorized Officers’ supervision; and


 


(ii)  to the best of such Authorized Officers’
knowledge, based on such review, the Issuer has complied with all conditions
and covenants under this Indenture throughout such year or, if there has been a
default in the compliance of any such condition or covenant, specifying each
such default known to such Authorized Officers and the nature and status
thereof.


 


SECTION 3.10.  Negative Covenants.  So long as any Notes are Outstanding, the
Issuer shall not:


 


(a)  sell, transfer, exchange or otherwise
dispose of any of the properties or assets of the Issuer, including those
included in the Collateral, except as expressly permitted by this Indenture and
any Indenture Supplement, Trust Receivables Purchase Agreement or Transfer
Agreement;


 


(b)  claim any credit on, or make any deduction
from the principal or interest payable in respect of, the Notes (other than
amounts properly withheld from such payments under the Code or applicable State
law) or assert any claim against any present or former Noteholder by reason of
the payment of the taxes levied or assessed upon any part of the Collateral;


 


(c)  engage in any business or activity other
than in connection with, or relating to the financing, purchasing, owning,
selling and servicing of, the Transferred Receivables and the interests in the
property constituting the Collateral, the issuance of the Notes, and the
specific transactions contemplated by the Issuer’s limited liability company
agreement and the Related Documents and activities incidental thereto;


 


(d)  issue, incur, assume, or allow to remain
outstanding any indebtedness, or guaranty any indebtedness or otherwise become
liable, directly or indirectly for any indebtedness of any Person, other than
the Notes, except as contemplated by this Indenture and the other Related
Documents;


 


(e)  seek dissolution or liquidation or wind up
its affairs in whole or in part, or reorganize its business or affairs;


 


(f)  (i) permit the validity or effectiveness of
this Indenture to be impaired, or permit the Lien of this Indenture to be
amended, hypothecated, subordinated, terminated or discharged, or permit any
Person to be released from any covenants or obligations with respect to the Notes
under this Indenture except as may be expressly permitted hereby, (ii) permit
any Lien to be created on or extend to or otherwise arise upon or burden the


 


37

















 


Collateral or any part
thereof or any interest therein or the proceeds thereof or (iii) permit the
Lien of this Indenture not to constitute a valid first priority (other than
with respect to any tax lien, mechanics’ lien or other lien not considered a
Lien) “security interest” (as such term is defined in Section 1-201 of
Article 1 of the UCC) in the Collateral;


 


(g)  make any loan or advance to any Affiliate of
the Issuer or to any other Person;


 


(h)  make any expenditure (by long-term or
operating lease or otherwise) for capital assets (either realty or personalty);


 


(i)  directly or indirectly: (i) pay any dividend
or make any distribution (by reduction of capital or otherwise), whether in
cash, property, securities or a combination thereof, with respect to any
ownership or equity interest or security in or of the Issuer, (ii) redeem,
purchase, retire or otherwise acquire for value any such ownership or equity
interest or security or (iii) set aside or otherwise segregate any amounts for
any such purpose or (iv) make payments to or from the Collection Account, in
each case, except in accordance with this Indenture and the Related Documents;


 


(j)  consolidate or merge with or into any other
Person or convey or transfer any of its properties or assets, including those
included in the Collateral, to any Person unless:


 


(i)  such Person shall be a United States citizen
or a Person organized and existing under the laws of the United States of
America or any State,


 


(ii)  such Person shall expressly assume, by an
indenture supplemental hereto, executed and delivered to the Indenture Trustee,
in form satisfactory to the Indenture Trustee, the due and punctual payment of
the principal of and interest on all Notes and the performance or observance of
every agreement and covenant of this Indenture on the part of the Issuer to be
performed or observed, all as provided herein,


 


(iii)  immediately after giving effect to such
transaction, no Event of Default shall have occurred and be continuing;


 


(iv)  the Rating Agency Condition shall have been
satisfied with respect to such transaction;


 


(v)  the Issuer shall have received a Tax Opinion
(and shall have delivered copies thereof to the Indenture Trustee);


 


(vi)  such Person is not subject to regulation
under the Investment Company Act;


 


(vii)  in the case of a sale of the Issuer’s
business, such Person expressly agrees by an indenture supplement hereto that
(A) all right, title and interest so conveyed by the Issuer will be subject and
subordinate to the rights of the Noteholders, (B) such Person will mail all
filings with the Commission required


 


38

















 


by the Securities Exchange
Act in connection with the Notes and (c) such Person expressly agrees to
indemnify the Indenture Trustee for any loss, liability or expense arising
under the Indenture and the Notes;


 


(viii)  any action that is necessary to maintain the
Lien created by this Indenture and the priority thereof shall have been taken;


 


(ix)  the Issuer shall have delivered to the
Indenture Trustee an Officers’ Certificate and an Opinion of Counsel each
stating that such consolidation or merger or such conveyance or transfer, as
the case may be, and such supplemental indenture comply with this Article and
that all conditions precedent herein provided for relating to such transaction
have been complied with (including any filing, if any, required by the
Securities Exchange Act) and the supplemental indenture is duly authorized,
executed and delivered and is valid, binding and enforceable;


 


(k)  amend the Transfer Agreement or the
Servicing Agreement or consent to any amendment of the Trust Receivables
Purchase Agreement unless (i) the amendment (A) is being entered into to cure
any ambiguity or correct or supplement any provision of or to add or change any
provisions concerning matters or questions raised under the Transfer Agreement,
Servicing Agreement or Trust Receivables Purchase Agreement and does not
materially adversely affect the interest of the Noteholders; (B) the Rating
Agency Condition is satisfied and (C) the Transferor has delivered an Officer’s
Certificate to the Issuer certifying the amendment will not cause an Adverse
Effect, (ii) the Rating Agency Condition is satisfied and the amendment is
being entered into to add, modify or eliminate provisions necessary or
advisable in order to enable (A) a FASIT election to be made with respect to
all or part of RFS Funding Trust or the Issuer, (B) so long as a FASIT Election
is in effect, all or part of RFS Funding Trust or the Issuer to qualify as a
FASIT under the code, (C) the termination of a FASIT election with respect to
all or part of RFS Funding Trust or the Issuer or (D) the Issuer to avoid the
imposition of state or local income or franchise taxes on the Issuer’s property
or its income or (iii) the Issuer obtains the consent of Noteholders
representing more than 66 2/3% of Outstanding
Principal Balance of each Series affected by the amendment for which the
Transferor has not delivered an Officers’ Certificate required under clause
(i).  Notwithstanding the foregoing,
the Issuer will not enter into any amendment of the Transfer Agreement, the
Servicing Agreement or consent to any amendment of the Trust Receivables
Purchase Agreement if the amendment reduces (i) the amount of, or delays the
timing of (A) distributions to the Noteholders of any Series or (B) the amount
available under any Series Enhancement; provided, however,
changes in Early Amortization Events or Events of Default that decrease the
likelihood of the occurrence of those events will not be considered delays in
the timing of distributions or deposits of amounts to be distributed or the
amount available under any Enhancement Agreement, in each case without the
consent of each affected Noteholder, (ii) changes the manner of calculating the
interest of any Noteholder without the consent of each affected Noteholder,
(iii) reduces the percentage of the Outstanding Principal Balance of the Notes
required to consent to any amendment, without the consent of each affected
Noteholder or (iv) adversely affects the ratings of any Series or Class by each
Rating


 


39

















 


Agency without the consent
of the Noteholders representing more than 66 2/3% of the Outstanding
Principal Balance of each affected Series or Class; and


 


(l)  consent to any reduction in periodic finance
charge assessed on any Transferred Receivable under the Transfer Agreement
without the consent of the Noteholders representing more than a majority of the
Outstanding Principal Balance of each affected Series of Notes if such
reduction would cause the Issuer to fail to make required payments under this
Indenture on any Payment Date.


 


SECTION 3.11.  Successor
or Transferee.  (a)  Upon any consolidation or merger of the
Issuer in accordance with Section 3.10(j), the Person formed by or
surviving such consolidation or merger (if other than the Issuer) shall succeed
to, and be substituted for, and may exercise every right and power of and have
every obligation of, the Issuer under this Indenture with the same effect as if
such Person had been named as the original Issuer.


 


(b)  Upon a conveyance or transfer of all the
assets and properties of the Issuer pursuant to Section 3.10(j),
the Issuer will be released from every covenant and agreement of this Indenture
to be observed or performed on the part of the Issuer with respect to the Notes
immediately upon the delivery of written notice to the Indenture Trustee
stating that the Issuer is to be so released.


 


SECTION 3.12.  Notice
of Early Amortization Event and Events of Default.  (a) 
The Issuer shall give the Indenture Trustee and the Rating Agencies
prompt written notice of each Early Amortization Event and Event of Default
hereunder and each Servicer Default (and, in the case of a Servicer Default,
shall specify in such notice the action, if any, the Issuer is taking with
respect to such Servicer Default).


 


(b)  The Issuer shall deliver to the Indenture
Trustee, within five days after the Issuer obtains actual knowledge thereof,
written notice in the form of an Officers’ Certificate of any event that, with
the giving of notice or the lapse of time or both, would become an Early
Amortization Event or an Event of Default under Article V, its status and
what action the Issuer is taking or proposes to take with respect thereto.


 


SECTION 3.13.  Further
Instruments and Acts.  Upon request
of the Indenture Trustee, the Issuer will execute and deliver such further
instruments and do such further acts as may be reasonably necessary to carry
out more effectively the provisions of this Indenture.


 


ARTICLE IV

SATISFACTION AND DISCHARGE


 


SECTION 4.1.  Satisfaction
and Discharge of Indenture. 
(a)  This Indenture shall cease
to be of further effect except as to: (i) rights of registration of transfer
and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes,
(iii) rights of Noteholders to receive payments of principal thereof and
interest thereon, (iv) Section 3.2, (v) the rights, obligations and
immunities of the Indenture Trustee hereunder


 


40

















 


(including the rights of the
Indenture Trustee under Section 6.7 and the obligations of the
Indenture Trustee under Section 4.2) and (vi) the rights of
Noteholders as beneficiaries hereof with respect to the property so deposited
with the Indenture Trustee payable to all or any of them, and the Indenture
Trustee, on demand of and at the expense of the Issuer, shall execute proper
instruments acknowledging satisfaction and discharge of this Indenture with
respect to the Notes, when:


 


(A)  either:


 


(1)  all Notes theretofore authenticated and
delivered (other than: (i) Notes that have been destroyed, lost or stolen and
that have been replaced or paid as provided in Section 2.5 and (ii)
Notes for whose payment funds have theretofore been deposited in trust or
segregated and held in trust by the Issuer and thereafter repaid to the Issuer
or discharged from such trust, as provided in Section 6.16) have
been delivered to the Indenture Trustee for cancellation; or


 


(2)  all Notes not theretofore delivered to the
Indenture Trustee for cancellation:


 


(i)  have become due and payable,


 


(ii)  will become due and payable on the Series
Maturity Date therefor within one year, or


 


(iii)  are to be called for redemption within one
year under arrangements satisfactory to the Indenture Trustee for the giving of
notice of redemption by the Indenture Trustee on behalf, and at the expense, of
the Issuer;


 


and the Issuer, in the case
of clause (2)(i), (ii) or (iii), has irrevocably deposited
or caused to be irrevocably deposited with the Indenture Trustee cash or direct
obligations of or obligations guaranteed by the United States of America (which
will mature prior to the date such amounts are payable), in trust for such
purpose, in an amount sufficient to pay and discharge the entire indebtedness
on such Notes not theretofore delivered to the Indenture Trustee for
cancellation when due to the Series Maturity Date for such Class or Series of
Notes or the Redemption Date (if Notes shall have been called for redemption
pursuant to the related Indenture Supplement), as the case may be;


 


(B)  the Issuer has paid or caused to be paid all
other sums payable hereunder by the Issuer; and


 


(C)  the Issuer has delivered to the Indenture
Trustee an Officers’ Certificate, an Opinion of Counsel and (if required by the
TIA or the Indenture Trustee) an Independent Certificate from a firm of
certified


 


41

















 


public accountants, each
meeting the applicable requirements of Section 10.1(a) and, subject
to Section 10.2, each stating that all conditions precedent herein provided
for relating to the satisfaction and discharge of this Indenture have been
complied with.


 


At
such time, the Indenture Trustee shall deliver to the Issuer or, upon an Issuer
Order, its assignee, all cash, securities and other property held by it as part
of the Collateral other than funds deposited with the Indenture Trustee
pursuant to Section 4.1(a)(A)(2), for the payment and discharge of
the Notes.


 


(b)  Notwithstanding the satisfaction and
discharge of this Indenture, the obligations of the Issuer to the Indenture
Trustee under Section 6.7, and if funds shall have been deposited
with the Indenture Trustee pursuant to Section 4.1(a)(A)(2), the
obligations of the Indenture Trustee under Sections 4.2 and 6.7
(in its capacity as Paying Agent) shall survive.


 


SECTION 4.2.  Application
of Trust Funds.  All funds deposited
with the Indenture Trustee pursuant to Section 4.1 shall be held in
trust and applied by it, in accordance with the provisions of the Notes, this
Indenture and the applicable Indenture Supplement, to the payment, either
directly or through any Paying Agent, as the Indenture Trustee may determine,
to the Noteholders of the particular Notes for the payment or redemption of
which such funds have been deposited with the Indenture Trustee, of all sums
due and to become due thereon for principal and interest; but such funds need
not be segregated from other funds except to the extent required herein or as
required by law.


 


ARTICLE V

TRUST EARLY AMORTIZATION EVENTS, EVENTS OF DEFAULTS AND REMEDIES


 


SECTION 5.1.  Trust Early Amortization Events.  If any one of the following events (each, a
“Trust Early Amortization Event”) shall occur:


 


(a)  the occurrence of an Insolvency Event
relating to Originator or Transferor;


 


(b)  Originator shall become unable for any
reason to transfer Receivables to Transferor pursuant to the Bank Receivables
Sale Agreement or Transferor shall become unable for any reason to transfer
Receivables (i) prior to the RFS Funding Trust Termination Date, to RFS Funding
Trust pursuant to the Trust Receivables Purchase Agreement or (ii) thereafter
to the Issuer pursuant to the Transfer Agreement; or


 


(c)  RFS Funding Trust or the Issuer shall become
subject to regulation by the Commission as an “investment company” within the
meaning of the Investment Company Act;


 


then an Early Amortization
Event with respect to all Series of Notes shall occur without any notice or
other action on the part of the Indenture Trustee or the Noteholders
immediately upon the occurrence of such event.


 


42

















 


Upon the occurrence of an
Early Amortization Event, payment on the Notes of each Series will be made in
accordance with the terms of the related Indenture Supplement.


 


SECTION 5.2.  Events of Default.  “Event of Default,” wherever used
herein, means, with respect to any Series, any one of the following events
(whatever the reason for such Event of Default and whether it shall be
voluntary or involuntary or be effected by operation of law or pursuant to any
judgment, decree or order of any court or any order, rule or regulation of any
administrative or governmental body):


 


(a)  default in the payment of any interest on
any Note of that Series when the same becomes due and payable, and such default
shall continue for a period of thirty-five days;


 


(b)  default in the payment of the principal of
any Note of that Series, if and to the extent not previously paid, when the
same becomes due and payable on its Series Maturity Date;


 


(c)  default in the observance or performance of
any covenant or agreement of the Issuer made in this Indenture in respect of
the Notes of such Series (other than a covenant or agreement a default in the
observance or performance of which is elsewhere in this
Section specifically dealt with) (all such covenants and agreements in the
Indenture which are not expressly stated to be for the benefit of a particular
Series being deemed to be in respect of the Notes of all Series for this
purpose) and such default shall continue or not be cured for a period of 60
days after there shall have been given, by registered or certified mail, to the
Issuer by the Indenture Trustee or to the Issuer and the Indenture Trustee by
the Noteholders of at least 25% of the Outstanding Principal Balance of the
Notes of such Series, a written notice specifying such default and requiring it
to be remedied and stating that such notice is a “Notice of Default” hereunder
and, as a result of such default, the interests of the Noteholders are
materially and adversely affected and continue to be materially and adversely
affected during the sixty-day period;


 


(d)  the occurrence of an Insolvency Event
relating to the Issuer; or


 


(e)  any additional events specified in the
Indenture Supplement related to such Series.


 


SECTION 5.3.  Acceleration of Maturity and Annulment;
Remedies.  (a)  If an Event of Default shall have occurred
and be continuing with respect to any Series, and the Notes of such Series have
been accelerated pursuant to Section 5.3(b) or (c), the
Indenture Trustee may do one or more of the following:


 


(i)  institute Proceedings in its own name and as
trustee of an express trust for the collection of all amounts then payable on
the Notes of the affected Series or under this Indenture with respect thereto,
whether by declaration or otherwise, enforce any judgment obtained, and collect
from the Issuer and any other obligor upon such Notes moneys adjudged due;


 


43

















 


(ii)  take any other appropriate action to protect
and enforce the rights and remedies of the Indenture Trustee and the
Noteholders of the affected Series;


 


(iii)  cause the Receivables Trust to sell randomly
selected Principal Receivables (or interests therein) in an amount equal to the
Collateral Amount of the accelerated Series and the related Finance Charge
Receivables in accordance with Section 5.16;


 


provided, however, that the Indenture Trustee
may not exercise the remedy described in subparagraph (iii) above unless (A)
(1) the Noteholders representing 100% of the Outstanding Principal Balance of
the Notes of the affected Series consent in writing thereto, (2) the Indenture
Trustee determines that any proceeds of such exercise distributable to the
Noteholders of the affected Series are sufficient to discharge in full all
amounts then due and unpaid upon the Notes for principal and interest and is
directed to exercise this remedy by Noteholders representing more than a
majority of the Outstanding Principal Balance of the Notes of such Series, or
(3) the Indenture Trustee determines that the Collateral may not continue to
provide sufficient funds for the payment of principal of and interest on the
Notes as they would have become due if the Notes had not been declared due and
payable, and the Indenture Trustee obtains the consent of the Noteholders
representing at least 66 2/3% of the Outstanding Principal Balance of the
Notes of each Class of such Series and (B) the Indenture Trustee has been
provided with an Opinion of Counsel to the effect that the exercise of such
remedy complies with applicable federal and state securities laws.  In determining such sufficiency or insufficiency
with respect to clauses (A)(2) and (A)(3), the Indenture Trustee
may, but need not, obtain and conclusively rely upon an opinion of an
Independent investment banking or accounting firm of national reputation as to
the feasibility of such proposed action and as to the sufficiency of the Collateral
for such purpose.


 


(b)  If an Event of Default described in paragraph
(a), (b) or (c) of Section 5.2 should occur and
be continuing with respect to a Series, then the Indenture Trustee or the
Noteholders representing not less than a majority of the Outstanding Principal
Balance of the Notes of such Series may declare all the Notes of such Series to
be immediately due and payable, by a notice in writing to the Issuer, and upon
any such declaration the Outstanding Principal Balance of such Notes, together
with accrued and unpaid interest thereon through the date of acceleration,
shall become immediately due and payable;


 


(c)  If an Event of Default described in
paragraph (d) of Section 5.2 should occur and be continuing, then
the unpaid principal of the Notes, together with accrued and unpaid interest
thereon through the date of acceleration, shall automatically become due and
payable.


 


(d)  At any time after a declaration of
acceleration of maturity of an affected Series has been made and before a
judgment or decree for payment of the amount due has been obtained by the
Indenture Trustee as hereinafter in this Article V provided, the
Noteholders of Notes representing not less than a majority of the Outstanding
Principal Balance of such Series, by written notice to the Issuer and the
Indenture Trustee may rescind and annul such declaration and its consequences
if:


 


44

















 


(i)  the Issuer has paid or deposited with the
Indenture Trustee a sum sufficient to pay:


 


(A)  all payments of principal of and interest on
all Notes of such Series and all other amounts that would then be due hereunder
or upon such Notes if the Event of Default giving rise to such acceleration had
not occurred; and


 


(B)  all sums paid or advanced by the Indenture
Trustee hereunder and the reasonable compensation, expenses, disbursements and
advances of the Indenture Trustee and its agents and counsel, and all other
amounts due to the Indenture Trustee pursuant to Section 6.7; and


 


(ii)  all Events of Default, other than the
nonpayment of the principal of the Notes that have become due solely by such
acceleration, have been cured or waived as provided in Section 5.11.


 


No such rescission shall
affect any subsequent Event of Default or impair any right consequent thereto.


 


(e)  If the Indenture Trustee collects any money
or property pursuant to this Article V following the acceleration of the
Notes of the affected Series pursuant to this Section 5.3 (so long
as such a declaration shall not have been rescinded or annulled), it shall pay
out the money or property in the following order:


 


FIRST:                                                  to the Indenture Trustee for amounts due
pursuant to Section 6.7; and


 


SECOND:                                   unless otherwise specified in the related
Indenture Supplement, for application and payment in accordance with the
related Indenture Supplement with such amounts being deemed to be Principal
Collections and Finance Charge Collections in the same proportion as (x) the
Outstanding Principal Balance of the Notes bears to (y) the sum of the accrued
and unpaid interest on the Notes and other fees and expenses payable in
connection therewith under the applicable Indenture Supplement, including the
amounts payable under any Series Enhancements with respect to such Series.


 


(f)  The Indenture Trustee may, upon notification
to the Issuer, fix a record date and payment date for any payment to
Noteholders of the affected Series pursuant to this Section.  At least fifteen days before such record
date, the Indenture Trustee shall mail or send by facsimile, at the expense of
the Issuer, to each such Noteholder a notice that states the record date, the
payment date and the amount to be paid.


 


(g)  In addition to the application of money or
property referred to in Section 5.5(b) for an accelerated Series,
amounts then held in the Collection Account, Excess Funding Account or any
Series Accounts for such Series and any amounts available


 


45

















 


under the Series Enhancement
for such Series shall be used to make payments to the Noteholders of such
Series and the Series Enhancement Provider for such Series in accordance with
the terms of this Indenture, the related Indenture Supplement and the Series
Enhancement for such Series.  Following
the sale of any Principal Receivables and related Finance Charge Receivables
pursuant to Section 5.3(a)(iii) (or interests therein) for a Series
and the application of the proceeds of such sale to such Series and the
application of the amounts then held in the Collection Account, the Excess
Funding Account and any Series Accounts for such Series as are allocated to
such Series and any amounts available under the Series Enhancement for such
Series, such Series shall no longer be entitled to any allocation of
Collections or other property constituting the Collateral under this Indenture.


 


(h)  The Indenture Trustee and each Noteholder by
its acceptance of a Note covenants that it will not directly or indirectly
institute or cause to be instituted against the Issuer any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceeding or other proceeding under any
Federal or state bankruptcy law unless Noteholders of not less than
66 2/3% of the Outstanding Principal Amount of each Class of each Series
has approved such filing and it will not directly or indirectly institute or
cause to be institute against RFS Funding Trust or the Transferor any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding
or other proceeding under any Federal or state bankruptcy law in any instance; provided,
that the foregoing shall not in anyway limit the Noteholder’s rights to pursue
any other creditor rights or remedies that the Noteholders may have for claims
against the Issuer.


 


(i)  The remedies provided in this Section are
the exclusive remedies provided to the Noteholders with respect to the
Collateral and each of the Noteholders (by their acceptance of their respective
interests in the Notes) or the Indenture Trustee hereby expressly waive any
other remedy that might have been available under the applicable UCC.


 


SECTION 5.4.  Collection of Indebtedness and Suits for
Enforcement by the Indenture Trustee.


 


(a)  In case (i) there shall be pending, relative
to the Issuer or any Person having or claiming an ownership interest in the
Collateral, Proceedings under Title 11 of the United States Code or any other
applicable Federal or State bankruptcy, insolvency or other similar law, or
(ii) a receiver, assignee, trustee in bankruptcy or reorganization, liquidator,
sequestrator or similar official shall have been appointed for or taken
possession of the Issuer or its property or such other Person, or (iii) of any
other comparable judicial Proceedings relative to the Issuer, or to the
creditors or property of the Issuer, then the Indenture Trustee (irrespective
of whether the principal of any Notes shall then be due and payable as therein
expressed or by declaration or otherwise and irrespective of whether the
Indenture Trustee shall have made any demand pursuant to this Section), shall be entitled and empowered to, and
at the written direction of the requisite Noteholders pursuant to Section 5.10
shall, by intervention in such Proceedings or otherwise:


 


46

















 


(A)  file and prove a claim or claims for the
whole amount of principal and interest owing and unpaid in respect of the Notes
of such Series and to file such other papers or documents as may be necessary
or advisable in order to have the claims of the Indenture Trustee (including
any claim for reasonable compensation to the Indenture Trustee and each
predecessor the Indenture Trustee, and their respective agents, attorneys and
counsel, and for reimbursement of all expenses and liabilities incurred, and
all advances made, by the Indenture Trustee and each predecessor Indenture
Trustee, except as a result of negligence, willful misconduct or bad faith, and
all other amounts due to the Indenture Trustee pursuant to Section 6.7)
and of the Noteholders of such Series allowed in such Proceedings;


 


(B)  unless prohibited by applicable law or
regulations, vote on behalf of the Noteholders of such Series in any election
of a trustee, a standby trustee or any Person performing similar functions in
any such Proceedings;


 


(C)  collect and receive any amounts or other
property payable or deliverable on any such claims and to distribute all
amounts received with respect to the claims of the Noteholders of such Series
and of the Indenture Trustee on their behalf; and


 


(D)  file such proofs of claim and other papers
or documents as may be necessary or advisable in order to have the claims of
the Indenture Trustee or the Noteholders of such Series allowed in any judicial
Proceedings relative to the Issuer, its creditors and its property;


 


and any trustee, receiver,
liquidator, assignee, custodian, sequestrator or other similar official in any
such Proceeding is hereby authorized by each of such Noteholders to make
payments to the Indenture Trustee, and, in the event that the Indenture Trustee
shall consent to the making of payments directly to such Noteholders, to pay to
the Indenture Trustee such amounts as shall be sufficient to cover reasonable
compensation to the Indenture Trustee, each predecessor Indenture Trustee and
their respective agents, attorneys and counsel, and all other expenses and
liabilities incurred, and all advances made, by the Indenture Trustee and each
predecessor Indenture Trustee except as a result of negligence, willful
misconduct or bad faith, and all other amounts due to the Indenture Trustee
pursuant to Section 6.7.


 


(b)  Nothing herein contained shall be deemed to
authorize the Indenture Trustee to authorize or consent to or vote for or
accept or adopt on behalf of any Noteholder any plan of reorganization,
arrangement, adjustment or composition affecting the Notes or the rights of any
Noteholder thereof or to authorize the Indenture Trustee to vote in respect of
the claim of any Noteholder in any such proceeding except, as aforesaid, to
vote for the election of a trustee in bankruptcy or similar Person.


 


(c)  All rights of action and of asserting claims
under this Indenture, or under any of the Notes, may be enforced by the
Indenture Trustee without the possession of any of the Notes or the production
thereof in any trial or other Proceedings relative thereto, and any such action
or Proceedings instituted by the Indenture Trustee shall be brought in its


 


47

















 


own name and as trustee of
an express trust, and any recovery of judgment, subject to the payment of the
expenses, disbursements and compensation of the Indenture Trustee, each
predecessor Indenture Trustee and their respective agents and attorneys, shall
be for the ratable benefit of the Noteholders of the affected Series as
provided herein.


 


(d)  In any Proceedings brought by the Indenture
Trustee (and also any Proceedings to which the Indenture Trustee is a party
involving the interpretation of any provision of this Indenture), the Indenture
Trustee shall be held to represent all the Noteholders of the affected Series,
and it shall not be necessary to make any such Noteholder a party to any such
Proceedings.


 


SECTION 5.5.  Limitation of Suits.  No Noteholder shall have any right to
institute any Proceeding, with respect to this Indenture or any Indenture
Supplement, or for the appointment of a receiver or trustee, or for any other
remedy hereunder or thereunder, unless:


 


(i)  such Noteholder has previously given written
notice to the Indenture Trustee of a continuing Event of Default;


 


(ii)  the Noteholder(s) of not less than 25% of
the Outstanding Principal Balance of the Notes of each affected Series have
made written request to the Indenture Trustee to institute such Proceeding in
its own name as the Indenture Trustee hereunder;


 


(iii)  such Noteholder or Noteholders has offered
to the Indenture Trustee indemnity satisfactory to it against the costs,
expenses and liabilities to be incurred in complying with such request;


 


(iv)  the Indenture Trustee for 60 days after its
receipt of such request and offer of indemnity has failed to institute such
Proceeding; and


 


(v)  no direction inconsistent with such written
request has been given to the Indenture Trustee during such 60-day period by
the Noteholders of more than a majority of the Outstanding Principal Balance of
the Notes of such Series;


 


it being understood and
intended that no one or more Noteholder(s) of the affected Series shall have
any right in any manner whatever by virtue of, or by availing of, any provision
of this Indenture to affect, disturb or prejudice the rights of any other
Noteholder of such Series or to obtain or to seek to obtain priority or
preference over any other Noteholder(s) of such Series or to enforce any right
under this Indenture, except in the manner herein provided and for the equal
and ratable benefit of all the other Noteholders of the same Series.  Nothing in this Section shall be
construed as limiting the rights of otherwise qualified Noteholders to petition
a court for the removal of an Indenture Trustee pursuant to Section 6.8.


 


In the event the Indenture
Trustee shall receive conflicting or inconsistent requests and indemnity from
two or more groups of Noteholders of an affected Series, each representing less
than a majority of the Outstanding Principal Balance of the Notes of such
Series, the Indenture Trustee in its sole discretion may determine what action,
if any, shall be taken, notwithstanding any other provisions of this Indenture.


 


48

















 


SECTION 5.6.  Unconditional Rights of Noteholders to
Receive Principal and Interest. 
Notwithstanding any other provisions in this Indenture, each Noteholder
shall have the right, which is absolute and unconditional, to receive payment
of the principal of and interest, if any, on such Note on or after the
respective due dates thereof expressed in such Note or in the applicable
Indenture Supplement (or, in the case of redemption, on or after the applicable
Redemption Date) and to institute suit for the enforcement of any such payment,
and such right shall not be impaired without the consent of such Noteholder.


 


SECTION 5.7.  Restoration of Rights and Remedies.  If the Indenture Trustee or any Noteholder
has instituted any Proceeding to enforce any right or remedy under this
Indenture and such Proceeding has been discontinued or abandoned for any reason
or has been determined adversely to the Indenture Trustee or to such
Noteholder, then and in every such case the Issuer, the Indenture Trustee and
the Noteholders shall, subject to any determination in such Proceeding, be
restored severally and respectively to their former positions hereunder, and
thereafter all rights and remedies of the Indenture Trustee and the Noteholders
shall continue as though no such Proceeding had been instituted.


 


SECTION 5.8.  Rights and Remedies Cumulative.  Except as otherwise provided with respect to
the replacement or payment of mutilated, destroyed, lost, or stolen Notes in Section 2.5(d),
no right or remedy herein conferred upon or reserved to the Indenture Trustee
or to the Noteholders is intended to be exclusive of any other right or remedy,
and every right and remedy shall, to the extent permitted by law, be cumulative
and in addition to every other right and remedy given hereunder or now or
hereafter existing at law or in equity or otherwise.  The assertion or employment of any right or remedy hereunder, or
otherwise, shall not prevent the concurrent assertion or employment of any
other appropriate right or remedy.


 


SECTION 5.9.  Delay or Omission Not a Waiver.  No delay or omission of the Indenture
Trustee or any Noteholder to exercise any right or remedy accruing upon any
Event of Default shall impair any such right or remedy or constitute a waiver
of any such Event of Default or an acquiescence therein.  Every right and remedy given by this Article or
by law to the Indenture Trustee or to the Noteholders may be exercised from
time to time, and as often as may be deemed expedient, by the Indenture Trustee
or by the Noteholders, as the case may be.


 


SECTION 5.10.  Control by Noteholders.  Upon the occurrence and continuation of an
Event of Default, except as otherwise expressly provided in this
Indenture or any Indenture Supplement, the Noteholders of not less than a
majority of the Outstanding Principal Balance of the Notes of any affected
Series shall have the right to direct the time, method and place of conducting
any Proceeding for any remedy available to the Indenture Trustee with respect
to such Series; provided, that such direction shall not be in conflict
with any rule of law or with this Indenture; provided, further,
that, subject to Section 6.1, the Indenture Trustee need not take
any action that it determines might subject it to liability for which it is not
indemnified to its satisfaction or might materially adversely affect the rights
of any Noteholder(s) of an affected Series not consenting to such action.  The Indenture Trustee may take any other
action deemed proper by the Indenture Trustee that is not inconsistent with
such direction.


 


SECTION 5.11.  Waiver of Past Defaults.  Prior to the acceleration of the maturity of
any Series of Notes pursuant to Section 5.3, and subject to Section 5.3(b),
the Noteholders of not less


 


49

















 


than a majority of the
Outstanding Principal Balance of the Notes of the affected Series (or with
respect to any Series with two or more Classes, each Class) may waive any past
Event of Default and its consequences except an Event of Default: (a) in
payment of principal of or interest on any of the Notes of such Series or (b)
in respect of a covenant or provision hereof that cannot be modified or amended
without the consent of each Noteholder of such Series. In the case of any such
waiver, the Issuer, the Indenture Trustee and the Noteholders of the affected
Series shall be restored to their former positions and rights hereunder,
respectively; but no such waiver shall extend to any subsequent or other Event
of Default or impair any right consequent thereto.


 


Upon any such waiver, such
Event of Default shall cease to exist and be deemed to have been cured and not
to have occurred, and any Event of Default arising therefrom shall be deemed to
have been cured and not to have occurred, for every purpose of this Indenture;
but no such waiver shall extend to any subsequent or other Event of Default or
impair any right consequent thereto.


 


SECTION 5.12.  Undertaking for Costs.  All parties to this Indenture agree (and
each Noteholder by such Noteholder’s acceptance thereof shall be deemed to have
agreed) that any court may in its discretion require, in any suit for the
enforcement of any right or remedy under this Indenture, or in any suit against
the Indenture Trustee for any action taken, suffered or omitted by it as the
Indenture Trustee, the filing by any party litigant in such suit of an
undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorney’s fees,
against any party litigant in such suit, having due regard to the merits and
good faith of the claims or defenses made by such party litigant; but the
provisions of this Section shall not apply to: (a) any suit instituted by
the Indenture Trustee, (b) any suit instituted by any Noteholder(s) holding in
the aggregate more than 10% of the Outstanding Principal Balance of the Notes
of the affected Series or (c) any suit instituted by any Noteholder for the
enforcement of the payment of principal of or interest on any Note on or after
the respective due dates expressed in such Notes and the related Indenture
Supplement (or, in the case of redemption, on or after the applicable
Redemption Date).


 


SECTION 5.13.  Waiver of Stay or
Extension Laws.  The Issuer
covenants (to the extent that it may lawfully do so) that it will not at any
time insist upon, or plead or in any manner whatsoever, claim or take the
benefit or advantage of, any stay or extension law wherever enacted, now or at
any time hereafter in force, that may adversely affect the covenants or the
performance of this Indenture; and the Issuer (to the extent that it may
lawfully do so) hereby expressly waives all benefit or advantage of any such
law, and covenants that it will not hinder, delay or impede the execution of
any power herein granted to the Indenture Trustee, but will suffer and permit
the execution of every such power as though no such law had been enacted.


 


SECTION 5.14.  Action on Notes.  The Indenture Trustee’s right to seek and
recover judgment on the Notes or under this Indenture shall not be affected by
the seeking, obtaining or application of any other relief under or with respect
to this Indenture.  Neither the Lien of
this Indenture nor any rights or remedies of the Indenture Trustee or the
Noteholders shall be impaired by the recovery of any judgment by the Indenture
Trustee against the Issuer or by the levy of any execution under such judgment
upon any portion of the Collateral.  Any
funds or other property collected by the Indenture Trustee shall be applied in
accordance with the applicable Indenture Supplement.


 


50

















 


SECTION 5.15.  Performance and
Enforcement of Certain Obligations. 
Promptly following a request from the Indenture Trustee to do so and at
the Issuer’s expense, the Issuer shall take all such lawful action to compel or
secure the performance and observance by the Servicer of its obligations to the
Issuer under or in connection with the Servicing Agreement or by the Transferor
of its obligations to the Issuer under or in connection with the Transfer
Agreement in accordance with the terms thereof, and to exercise any and all
rights, remedies, powers and privileges lawfully available to the Issuer under
or in connection with the Servicing Agreement (or under or in connection with
the Transfer Agreement), in each case to the extent and in the manner directed
by the Indenture Trustee, including the transmission of notices of default on
the part of the Servicer or the Transferor thereunder and the institution of
legal or administrative actions or proceedings to compel or secure performance
by the Servicer or the Transferor of each of their obligations under the
Servicing Agreement or the Transfer Agreement.


 


SECTION 5.16.  Sale of Collateral.  (a)  
The power to effect any sale of any portion of the Collateral described
pursuant to Section 5.3 shall not be exhausted by any one or more
sales as to any portion of the Collateral remaining unsold, but shall continue
unimpaired until Collateral in an amount up to the Collateral Amount of the
affected Series shall have been sold or all amounts due to the Noteholders of
the affected Series under this Indenture and the applicable Indenture
Supplement have been paid in full.  The
Indenture Trustee may from time to time, upon directions in accordance with Section 5.10,
postpone any public sale by public announcement made at the time and place of
such sale. For any public sale of Collateral, the Indenture Trustee shall have
provided each Noteholder of the affected Series with notice of such sale at
least two weeks in advance of such sale, which notice shall specify the date,
time and location of such sale.


 


(b)  To the extent permitted by applicable law,
the Indenture Trustee shall not sell Collateral, or any portion thereof, to a
third party in any private sale unless,


 


(i)  the Noteholders of not less than
66 2/3% of the then Outstanding Principal Balance of the Notes of the
affected Series consent to or direct the Indenture Trustee in writing to make
such sale; or


 


(ii)  the proceeds of such sale would be not less
than the sum of all amounts due to the Noteholders of the affected Series under
this Indenture and the Indenture Supplement related to such Series.


 


The foregoing provisions
shall not preclude or limit the ability of the Indenture Trustee to purchase
all or any portion of the Collateral at a private sale.


 


(c)  In connection with a sale of all or any
portion of the Collateral:


 


(i)  any one or more Noteholders (other than the
Transferor and its Affiliates) may bid for and purchase the property offered
for sale, and upon compliance with the terms of sale may hold, retain, and
possess and dispose of such property, without further accountability, and any
Noteholder of the affected Series may, in paying the purchase price therefor,
deliver in lieu of cash any


 


51

















 


Outstanding Notes of such
Series or claims for interest thereon for credit in the amount that shall, upon
distribution of the net proceeds of such sale, be payable thereon, and the
Notes of the affected Series, in case the amounts so payable thereon shall be
less than the amount due thereon, shall be returned to the Noteholders of such
Series after being appropriately stamped to show such partial payment;


 


(ii)  the Indenture Trustee is hereby irrevocably
appointed the agent and attorney-in-fact of the Issuer to transfer and convey
any portion of the Collateral in connection with a sale thereof, and to take
all action necessary to effect such sale;


 


(iii)  the Indenture Trustee shall execute and
deliver an appropriate instrument of conveyance transferring, without
representation, warranty or recourse, any portion of the Collateral in
connection with a sale thereof; and


 


(iv)  no purchaser or transferee at such a sale
shall be bound to ascertain the Indenture Trustee’s authority, inquire into the
satisfaction of any conditions precedent or see to the application of any
funds.


 


(d)  The method, manner, time, place and terms of
any sale of all or any portion of the Collateral shall be commercially
reasonable.


 


(e)  The provisions of this Section shall
not be construed to restrict the ability of the Indenture Trustee to exercise
any rights and powers against the Issuer or all or a portion of the Collateral
that are vested in the Indenture Trustee by this Indenture, including the power
of the Indenture Trustee to proceed against the Collateral subject to the Lien
of this Indenture and to institute judicial proceedings for the collection of
any deficiency remaining thereafter.


 


(f)  The purchase price received by the Indenture
Trustee in respect of any sale made in accordance with this Section shall
be deemed conclusive and binding on the parties hereto and the Noteholders and
the proceeds of such sale shall be applied in accordance with Section 8.4.


 


SECTION 5.17.  Aggregate Reassignment
Amount.  The sum of the Reassignment
Amounts for each Outstanding Series (as specified in the applicable Indenture
Supplement) is hereby specified as a portion of the minimum Aggregate Reassignment
Amount as defined in the Bank Receivables Purchase Agreement, the Trust
Receivables Purchase Agreement and the Transfer Agreement.


 


ARTICLE VI

THE INDENTURE TRUSTEE AND THE PAYING AGENT


 


SECTION 6.1.  Duties of the Indenture Trustee.  (a)  
If an Event of Default has occurred and is continuing, the Indenture
Trustee shall exercise the rights and powers vested in it by this


 


52

















 


Indenture and use the same
degree of care and skill in their exercise of such rights and powers as a
prudent person would exercise or use under the circumstances in the conduct of
such person’s own affairs.


 


(b)  Except during the continuance of an Event of
Default actually known to a Responsible Officer of the Indenture Trustee:


 


(i)  the Indenture Trustee undertakes to perform
such duties and only such duties as are specifically set forth in this
Indenture and no implied covenants or obligations shall be read into this
Indenture against the Indenture Trustee; and


 


(ii)  in the absence of bad faith or negligence on
its part, the Indenture Trustee may conclusively rely, as to the truth of the
statements and the correctness of the opinions expressed therein, upon
certificates or opinions furnished to the Indenture Trustee and conforming to
the requirements of this Indenture; provided, however, in the
case of any such certificates or opinions that are specifically required to be
furnished to the Indenture Trustee pursuant to any provision of this Indenture
or any Indenture Supplement, the Indenture Trustee shall examine the
certificates and opinions to determine whether or not they conform to the
requirements of this Indenture or the applicable Indenture Supplement.


 


(c)  If an Event of Default has occurred and is
continuing and a Responsible Officer of the Indenture Trustee shall have actual
knowledge of such Event of Default, the Indenture Trustee shall exercise such
of the rights and powers vested in it by this Indenture, and use the same
degree of care and skill in the exercise of such rights and powers, as a
prudent person would exercise or use under the circumstances in the conduct of
such Person’s own affairs.


 


(d)  The Indenture Trustee shall notify each
Rating Agency (i) of any change in any rating of the Notes by any other Rating
Agency of which a Responsible Officer of the Indenture Trustee has actual
knowledge, and (ii) promptly after the occurrence thereof, of any Event of
Default or Early Amortization Event of which a Responsible Officer of the
Indenture Trustee has actual knowledge.


 


(e)  No provision of this Indenture shall be
construed to relieve the Indenture Trustee from liability for its own negligent
action, its own negligent failure to act, or its own willful misconduct, except
that:


 


(i)  this clause (e) does not limit the
effect of clauses (b), (c) or (d) of this Section;


 


(ii)  the Indenture Trustee shall not be liable
for any error of judgment made in good faith by a Responsible Officer of the
Indenture Trustee unless it is proved that the Indenture Trustee was negligent
in ascertaining the pertinent facts;


 


(iii)  the Indenture Trustee shall not be liable
with respect to any action it takes or omits to take in good faith in
accordance with a direction received by it pursuant to this Indenture;


 


53

















 


(iv)  the Indenture Trustee shall not be charged
with knowledge of an Event of Default, Early Amortization Event or Servicer
Default unless a Responsible Officer of the Indenture Trustee obtains actual
knowledge of such event or the Indenture Trustee receives written notice of
such event from the Issuer or Note Owners beneficially owning Notes of the
affected Series or all Series, as applicable, aggregating not less than 10% of
the Outstanding Principal Balance of the Notes of the affected Series or all
Series, as applicable; and


 


(v)  the Indenture Trustee shall have no duty to
monitor the performance of the Issuer or its agents, nor shall it have any
liability in connection with malfeasance or nonfeasance by the Issuer.  The Indenture Trustee shall have no
liability in connection with compliance of the Issuer or its agents with
statutory or regulatory requirements related to the Transferred Receivables.
The Indenture Trustee shall not make or be deemed to have made any representations
or warranties with respect to the Transferred Receivables or the validity or
sufficiency of any assignment of the Receivables to the Collateral or the
Indenture Trustee.


 


(f)  The Indenture Trustee shall not be liable
for interest on any amounts received by it, except as the Indenture Trustee may
agree in writing with the Issuer.


 


(g)  No provision of this Indenture shall require
the Indenture Trustee to expend or risk its own funds or otherwise incur
financial liability in the performance of any of its duties hereunder or in the
exercise of any of its rights or powers if it reasonably believes that
repayments of such funds or adequate indemnity satisfactory to it against any
loss, liability or expense is not reasonably assured to it.


 


(h)  Whether or not therein expressly so
provided, every provision of this Indenture relating to the conduct or
affecting the liability of or affording protection to the Indenture Trustee
shall be subject to this Section and the TIA.


 


(i)  The Indenture Trustee:


 


(i)  shall at all times be a “participant” (as
such term is defined in the Federal Book-Entry Regulations) in the Federal
Reserve System;


 


(ii)  shall, to the extent that any of the Trust
Accounts is a Securities Account, comply with all of the obligations of a
Securities Intermediary under Article 8 of the UCC with respect thereto;


 


(iii)  agrees that each item of property including
cash received by it for deposit in or credit to a Trust Account, and each
investment made by it pursuant to Section 8.5 shall constitute and
be treated by it as a Financial Asset; and


 


(iv)  shall not, except with respect to the
Indenture Trustee as provided herein, consent to or permit anyone to
have “control” (as such term is defined in Section 8-106 of
Article 8 of the UCC and Section 9-401 of Article 9
of the UCC) of any of the Trust Accounts.


 


54

















 


SECTION 6.2.  Rights of the Indenture Trustee.  (a) 
Subject to the provisions of Section 6.1:


 


(i)  the Indenture Trustee may conclusively rely
and shall be fully protected in acting or refraining from acting upon any
resolution, certificate, statement, instrument, opinion, report, notice,
request, direction, consent, order, note, debenture, other evidence of
indebtedness or other paper or document reasonably believed by it to be genuine
and to have been signed or presented by the proper party or parties;


 


(ii)  any request or direction or action of the
Issuer mentioned herein shall be sufficiently evidenced by an Issuer Order;


 


(iii)  whenever in the administration of this
Indenture the Indenture Trustee shall deem it desirable that a matter be proved
or established prior to taking, suffering or omitting any action hereunder, the
Indenture Trustee (unless other evidence be herein specifically prescribed)
may, in the absence of bad faith on its part, conclusively rely upon an
Officers’ Certificate;


 


(iv)  the Indenture Trustee may consult with
counsel as to legal matters and the advice or opinion of any such counsel
selected by the Indenture Trustee with respect to legal matters relating to
this Indenture and the Notes shall be full and complete authorization and
protection from liability in respect of any action taken, suffered or omitted
by it hereunder in good faith and in reliance thereon;


 


(v)  the Indenture Trustee shall be under no
obligation to exercise any of the rights or powers vested in it by this
Indenture at the request or direction of any of the Noteholders pursuant to
this Indenture, if:  (A) the Indenture
Trustee is advised by counsel that the action its directed to take is in
conflict with applicable laws or the Indenture, (B) the Indenture Trustee
determines in good faith that the requested actions would be illegal or involve
the Indenture Trustee in personal liability or be unjustly prejudicial to
Noteholders not making the request or direction or (C) the Indenture Trustee
reasonably believes it will not be adequately indemnified against the costs,
expenses and liabilities which might be missed by it in complying with that
request.


 


(vi)  the Indenture Trustee shall not be bound to
make any investigation into the facts or matters stated in any resolution,
certificate, statement, instrument, opinion, report, notice, request,
direction, consent, order, note, debenture, other evidence of indebtedness, or
other paper or document, but the Indenture Trustee, in its discretion, may make
such further inquiry or investigation into such facts or matters as it may see
fit, and, if the Indenture Trustee shall determine to make such further inquiry
or investigation, it shall be entitled to examine the books, records and
premises of the Issuer, personally or by agent or attorney;


 


(vii)  the Indenture Trustee may execute any of the
trusts or powers hereunder or perform any duties hereunder either directly or
by or through agents,


 


55

















 


attorneys, custodians or
nominees and the Indenture Trustee shall not be responsible for any misconduct
or negligence on the part of any agent, attorney, custodian or nominee
appointed with due care by it hereunder;


 


(viii)  the Indenture Trustee shall not be required
to give any bond or surety in respect of the performance of its powers and
duties hereunder;


 


(ix)  the Indenture Trustee shall not be bound to
ascertain or inquire as to the performance or observance of any covenants,
conditions or agreements on the part of the Issuer;


 


(x)  the permissive rights of the Indenture
Trustee to do things enumerated in this Indenture shall not be construed as a
duty and the Indenture Trustee shall not be answerable for other than its gross
negligence or willful default;


 


(xi)  in the event that the Indenture Trustee is
also acting as Paying Agent or Note Registrar hereunder, the rights and
protections afforded to the Indenture Trustee pursuant to this Article VI
shall also be afforded to such Paying Agent or Note Registrar; and


 


(xii)  the Indenture Trustee shall at no time have
any responsibility or liability for or with respect to the legality, validity
or enforceability of any Collateral or any arrangement or agreement between the
Issuer and any Person with respect thereto, or the perfection of any security
interest created in any of the Collateral or the maintenance of any such
perfection and priority, or for or with respect to the sufficiency of the
Collateral following an Event of Default.


 


(b)  The recitals contained in the Agreement and
in the Notes, except the Indenture Trustee’s certificates of authentication,
shall be taken as the statements of the Issuer, and the Indenture Trustee
assumes no responsibility for their correctness.  The Indenture Trustee makes no representations as to the validity
or sufficiency of the Agreement or the Notes, except to the extent provided by
the Indenture Trustee’s certificate of authentication on the Notes.  The Indenture Trustee shall not be
accountable for the use or application by the Issuer of the proceeds of the
Notes.


 


SECTION 6.3.  Individual Rights of the Indenture
Trustee.  The Indenture Trustee
shall not, in its individual capacity, but may in a fiduciary capacity, become
the owner of Notes or otherwise extend credit to the Issuer.  The Indenture Trustee may otherwise deal
with the Issuer or its Affiliates with the same rights it would have if it were
not the Indenture Trustee.  Any Paying
Agent, Note Registrar, co-registrar or co-paying agent may do the same with
like rights.  However, the Indenture
Trustee must comply with Sections 6.11 and 6.13.


 


SECTION 6.4.  Funds Held in Trust.  Funds and investments and other property
held by the Indenture Trustee or Paying Agent shall be held in trust in one or
more Trust Accounts hereunder, but need not be segregated from other funds
except to the extent required by law.


 


SECTION 6.5.  Notice of Early Amortization Events or
Events or Defaults.  If any Early
Amortization Event or Event of Default occurs and is continuing and is known to
a Responsible


 


56

















 


Officer of the Indenture
Trustee, the Indenture Trustee shall mail to the Rating Agencies and the
affected Noteholders or all Noteholders, as applicable, notice of such Early
Amortization Event or Event of Default within thirty days after it occurs or
within ten Business Days after it receives notice or obtains actual notice, if
later.  Except in the case of an Early
Amortization Event or an Event of Default relating to the failure to pay
principal or interest on any Note (including payments pursuant to the mandatory
redemption provisions of such Note), the Indenture Trustee may withhold the
notice if and so long as a committee of its Responsible Officers in good faith
determines that withholding the notice is in the interests of Noteholders.


 


SECTION 6.6.  Reports by Indenture Trustee to the
Noteholders.  The Issuer shall
deliver, or cause the Servicer to deliver, to each Noteholder such information
as may be required to enable such Noteholder to prepare its Federal, State and
other income tax returns. To the extent required in the Indenture Supplement
for any Series, on or before the date prescribed by applicable law, the
Indenture Trustee shall mail to each Noteholder of a Note in such Series a
brief report as of such date that complies with TIA § 313(a) (if required
by said section).


 


SECTION 6.7.  Compensation and Indemnity.  The Issuer shall pay to the Indenture
Trustee from time to time reasonable compensation for its services hereunder as
the Issuer and the Indenture Trustee may agree in writing (which compensation
shall not be limited by any law on compensation of a trustee of an express
trust).  The Issuer shall reimburse the
Indenture Trustee upon its request, for all reasonable out-of-pocket expenses
incurred or made by it, including costs of collection, in addition to the
compensation for its services.  Such
expenses shall include the reasonable compensation and expenses, disbursements
and advances of the Indenture Trustee’s agents, counsel, accountants and
experts.  The Issuer shall indemnify the
Indenture Trustee and its officers, directors, employees and agents against any
and all loss, liability or expense (including reasonable attorneys’ fees and
expenses) incurred by them to the extent related to or arising out of the
administration of this Indenture and the performance of its duties hereunder
including the costs and expenses of enforcing this Indenture (including this Section 6.7
and of defending itself against any claims (whether asserted by any Noteholder,
the Issuer, the Servicer or any other Person). 
The Indenture Trustee shall notify the Issuer promptly of any claim for
which it may seek indemnity.  The Issuer
need not reimburse any expense or indemnify against any loss, liability or
expense incurred by the Indenture Trustee through the Indenture Trustee’s own
willful misconduct, negligence or bad faith.


 


In the event any proceeding
(including any governmental investigation) shall be instituted involving the
Indenture Trustee pursuant to the preceding paragraph, the Indenture Trustee
shall promptly notify the Issuer in writing and the Issuer shall assume the
defense thereof, including the retention of counsel reasonably satisfactory to
the Indenture Trustee to represent the Indenture Trustee in such proceeding and
shall pay the reasonable fees and disbursements of such counsel related to such
proceeding upon delivery to the Issuer of demand therefor.  In any such proceeding, the Indenture
Trustee shall have the right to retain its own counsel, but the fees and
expenses of such counsel shall be at the expense of the Indenture Trustee
unless (i) the Issuer has failed to assume the defense thereof, (ii) the Issuer
and the Indenture Trustee shall have mutually agreed to the retention of such
counsel or (iii) the named parties to any such proceeding (including any
impleaded parties) include both the Issuer and the Indenture Trustee and
representation of both parties by the same counsel would be inappropriate due
to actual or potential differing interests between them.  It is understood that the Issuer shall not,
in


 


57

















 


connection with any
proceeding or related proceedings in the same jurisdiction, be liable for the
fees and expenses of more than one separate firm (in addition to any local
counsel) for the Indenture Trustee.  The
Issuer shall not be liable for any settlement of any proceeding effected
without its written consent, but if settled with such consent or if there be a
final judgment for the plaintiff, the Issuer agrees to indemnify the Indenture
Trustee from and against any loss or liability by reason of such settlement or
judgment.  The Issuer shall not, without
the prior written consent of the Indenture Trustee, effect any settlement of
any pending or threatened proceeding in respect of which Indenture Trustee is
or could have been a party and indemnity could have been sought hereunder by
the Indenture Trustee, unless such settlement includes an unconditional release
of the Indenture Trustee from all liability on claims that are the subject
matter of such proceeding.


 


The Issuer’s payment
obligations to the Indenture Trustee pursuant to this Section shall
survive the discharge of this Indenture. 
When the Indenture Trustee incurs expenses after the occurrence of an
Event of Default specified in Sections 5.2(c) or (d), the
expenses are intended to constitute expenses of administration under Title 11
of the United States Code or any other applicable Federal or State bankruptcy,
insolvency or similar law.


 


SECTION 6.8.  Resignation and Removal; Appointment of
Successor.  No resignation or
removal of the Indenture Trustee and no appointment of a successor Indenture
Trustee shall become effective until the acceptance of appointment by the
successor Indenture Trustee pursuant to this Section.  The Indenture Trustee may resign at any time by giving 30 days
written notice to the Issuer and the Rating Agencies.  The Noteholders of not less than 66 2/3% of the Outstanding
Principal Balance of the Notes for all Series may remove the Indenture Trustee
by so notifying the Indenture Trustee in writing and may appoint a successor
Indenture Trustee.  The Issuer will
provide the Rating Agencies with notice of any resignation or removal of the
Indenture Trustee.  The Issuer shall
remove the Indenture Trustee if:


 


(i)  the Indenture Trustee fails to comply with Section 6.11;


 


(ii)  the Indenture Trustee is adjudged a bankrupt
or insolvent;


 


(iii)  a receiver or other public officer takes
charge of the Indenture Trustee or its property; or


 


(iv)  the Indenture Trustee otherwise becomes
incapable of acting.


 


If the Indenture Trustee
resigns or is removed or if a vacancy exists in the office of the Indenture
Trustee for any reason (the Indenture Trustee in such event being referred to
herein as the retiring Indenture Trustee), the Issuer shall promptly appoint a
successor the Indenture Trustee.


 


A successor Indenture
Trustee shall deliver a written acceptance of its appointment to the retiring
Indenture Trustee and to the Issuer. 
Thereupon the resignation or removal of the retiring Indenture Trustee
shall become effective, and the successor Indenture Trustee shall have all the
rights, powers and duties of the Indenture Trustee under this Indenture.  The successor Indenture Trustee shall mail a
notice of its succession to Noteholders. 
The retiring Indenture Trustee shall


 


58

















 


promptly transfer all
property held by it as the Indenture Trustee to the successor Indenture
Trustee.


 


If a successor Indenture
Trustee does not take office within 60 days after the retiring Indenture
Trustee resigns or is removed, the retiring Indenture Trustee, the Issuer or
the Noteholders of not less than a majority of the Outstanding Principal
Balance of the Notes for all Series may petition any court of competent
jurisdiction for the appointment of a successor Indenture Trustee.


 


If the Indenture Trustee
fails to comply with Section 6.11, any Noteholder may petition any
court of competent jurisdiction for the removal of the Indenture Trustee and
the appointment of a successor Indenture Trustee.


 


Notwithstanding the
replacement of the Indenture Trustee pursuant to this Section, the Issuer’s
obligations under Section 6.7 shall continue for the benefit of the
retiring Indenture Trustee.  The
retiring Indenture Trustee shall have no liability for any act or omission by
any successor Indenture Trustee.


 


SECTION 6.9.  Successor Indenture Trustee by Merger.  If the Indenture Trustee consolidates with,
merges or converts into, or transfers all or substantially all its corporate
trust business or assets to, another corporation or banking association, the
resulting, surviving or transferee corporation without any further act shall be
the successor Indenture Trustee.  The
Indenture Trustee shall provide the Issuer and the Rating Agencies prior
written notice of any such transaction; provided, that such corporation
or banking association shall be otherwise qualified and eligible under Section 6.11.


 


In case at the time such
successor(s) by merger, conversion or consolidation to the Indenture Trustee
shall succeed to the trusts created by this Indenture any of the Notes shall
have been authenticated but not delivered, any such successor to the Indenture
Trustee may adopt the certificate of authentication of any predecessor trustee,
and deliver such Notes so authenticated; and in case at that time any of the
Notes shall not have been authenticated, any successor to the Indenture Trustee
may authenticate such Notes either in the name of any predecessor trustee
hereunder or in the name of the successor to the Indenture Trustee; and in all
such cases such certificates of authentication shall have the full force and
effect to the same extent given to the certificate of authentication of the
Indenture Trustee anywhere in the Notes or in this Indenture.


 


SECTION 6.10.  Appointment of Co-Trustee
or Separate Trustee.  (a)  Notwithstanding any other provisions of this
Indenture, at any time, for the purpose of meeting any legal requirement of any
jurisdiction in which any part of the Collateral may at the time be located,
the Indenture Trustee shall have the power and may execute and deliver all
instruments to appoint one or more Person(s) to act as co-trustee(s), or
separate trustee(s) for the benefit of the Noteholders, and to vest in such
Person(s), in such capacity, all rights hereunder with respect to the
Collateral, or any part thereof, and, subject to the other provisions of this Section,
such powers, duties, obligations, rights and trusts as the Indenture Trustee
may consider necessary or desirable.  No
co-trustee or separate trustee hereunder shall be required to meet the terms of
eligibility as a successor trustee under Section 6.11 and no notice
to Noteholders of the appointment of any co-trustee or separate trustee shall
be required under Section 6.8.


 


59

















 


(b)  Every separate trustee and co-trustee shall,
to the extent permitted by law, be appointed and act subject to the following
provisions and conditions:


 


(i)  all rights, powers, duties and obligations
conferred or imposed upon the Indenture Trustee shall be conferred or imposed
upon and exercised or performed by the Indenture Trustee and such separate
trustee or co-trustee jointly (it being understood that such separate trustee
or co-trustee is not authorized to act separately without the Indenture Trustee
joining in such act), except to the extent that under any law of any
jurisdiction in which any particular act(s) are to be performed, the Indenture
Trustee shall be incompetent or unqualified to perform such act(s), in which
event such rights, powers, duties and obligations (including the holding of
rights with respect to the Collateral or any portion thereof in any such
jurisdiction) shall be exercised and performed singly by such separate trustee
or co-trustee, but solely at the direction of the Indenture Trustee;


 


(ii)  no trustee hereunder shall be personally
liable by reason of any act or omission of any other trustee hereunder; and


 


(iii)  the Indenture Trustee may at any time accept
the resignation of or remove, in its sole discretion, any separate trustee or
co-trustee.


 


(c)  Any notice, request or other writing given
to the Indenture Trustee shall be deemed to have been given to each of the then
separate trustees and co-trustees, as effectively as if given to each of them.  Every instrument appointing any separate
trustee or co-trustee shall refer to this Indenture and the conditions of this Article VI.  Each separate trustee and co-trustee, upon
its acceptance of the trusts conferred, shall be vested with the estates or
property specified in its instrument of appointment, either jointly with the
Indenture Trustee or separately, as may be provided therein, subject to
all the provisions of this Indenture, specifically including every provision of
this Indenture relating to the conduct of, affecting the liability of, or
affording protection to, the Indenture Trustee.  Every such instrument shall be filed with the Indenture Trustee.


 


(d)  Any separate trustee or co-trustee may at
any time constitute the Indenture Trustee as its agent or attorney-in-fact with
full power and authority, to the extent not prohibited by law, to do any lawful
act under or in respect of this Indenture on its behalf and in its name.  If any separate trustee or co-trustee shall
die, become incapable of acting, resign or be removed, all of its estates,
properties, rights, remedies and trusts shall vest in and be exercised by the
Indenture Trustee, to the extent permitted by law, without the appointment of a
new or successor trustee.


 


(e)  The Indenture Trustee shall have no obligation
to determine whether a co-trustee or separate trustee is legally required in
any jurisdiction in which any part of the Collateral may be located.


 


SECTION 6.11.  Eligibility;
Disqualification.  The Indenture
Trustee shall at all times satisfy the requirements of TIA § 310(a) and
Section 26(a)(1) of the Investment Company Act.  There shall at all times be an Indenture Trustee hereunder which
shall (a) be a corporation


 


60

















 


organized and doing business
under the laws of the United States of America, any state thereof or the
District of Columbia, authorized under such laws to exercise corporate trust
powers; (b) have a combined capital and surplus of at least $50,000,000 as set
forth in its most recent published annual report of condition; (c) be subject
to supervision or examination by federal or state authority; and (d) at the
time of appointment, shall have a long term senior, unsecured debt rating of
“Baa3” or better by Moody’s, if rated by Moody’s, and “BBB” or better by
S&P, if rated by S&P (or, if not rated by Moody’s or S&P, a
comparable rating by another statistical rating agency).  The Indenture Trustee shall comply with TIA
§ 310(b), including the optional provision permitted by the second sentence
of TIA § 310(b)(9); provided, however, that there shall be
excluded from the operation of TIA § 310(b)(1) any indenture(s) under
which other securities of the Issuer are outstanding if the requirements for
such exclusion set forth in TIA § 310(b)(1) are met.


 


If such corporation
publishes reports of condition at least annually, pursuant to law or to the
requirements of said supervising or examining authority, then for the purposes
of this Section, the combined capital and surplus of such corporation shall
be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published. 
If at any time the Indenture Trustee shall cease to be eligible in
accordance with the provisions of this Section, it shall resign immediately
in the manner and with the effect hereinafter specified in this Article.


 


This Indenture shall always
have a trustee who satisfies the requirements of Section 310(a)(1) of the
TIA.  The Indenture Trustee is subject
to the provisions of Section 310(b) of the TIA regarding disqualification
of a trustee upon acquiring any conflicting interest.


 


If a default occurs under
this Indenture or any Indenture Supplement, and the Indenture Trustee is deemed
to have a conflicting interest as a result of acting as trustee for more than
one Series or Class of Notes, a successor Indenture Trustee shall be appointed
for one or more of such Classes or Series, so that the Indenture Trustee for
any one of the affected Classes or Series is different from the Indenture Trustees
for the other affected Classes or Series. 
No such event shall alter the voting rights of the Noteholders of such
Classes or Series under this Indenture, any Indenture Supplement or any other
Related Document.  However, so long as
any amounts remain unpaid with respect to any Class of Notes, only the
Indenture Trustee for the Noteholders of such Class will have the right to
exercise remedies under this Indenture or the applicable Indenture Supplement
(but subject to the express provisions of Section 5.3 and to the
right of the Noteholders of any subordinate Class within the same Series to
receive their share of any proceeds of enforcement).  Upon repayment of the Class of Notes with the higher payment
priority in full, all rights to exercise remedies under this Indenture will
transfer to the Indenture Trustee for the next subordinate Class of Notes
within the same Series.


 


In the case of the
appointment hereunder of a successor Indenture Trustee with respect to any
Series or Class of Notes, the Issuer, the retiring Indenture Trustee and the
successor Indenture Trustee with respect to such Series or Class of Notes shall
execute and deliver an indenture supplemental hereto wherein the successor
Indenture Trustee shall accept such appointment and which (i) shall contain
such provisions as shall be necessary or desirable to transfer and confirm to,
and to vest in, the successor Indenture Trustee all the rights, powers, trusts
and duties of the retiring Indenture Trustee with respect to the Notes of the
Series or Class to which the appointment of such successor Indenture Trustee
relates, (ii) if the retiring Indenture


 


61

















 


Trustee is not retiring with
respect to all Series or Classes of Notes, shall contain such provisions as
shall be deemed necessary or desirable to confirm that all the rights, powers,
trusts and duties of the retiring Indenture Trustee with respect to the Notes
of each Series or Class as to which the retiring Indenture Trustee is not
retiring shall continue to be vested in the retiring Indenture Trustee, and
(iii) shall add to or change any of the provisions of this Indenture and the
applicable Indenture Supplement as shall be necessary to provide for or
facilitate the administration of the trusts hereunder by more than one
Indenture Trustee, it being understood that nothing herein or in such
supplemental indenture shall constitute such Indenture Trustees co-trustees of
the same trust and that each such Indenture Trustee shall be trustee of a trust
or trusts hereunder separate and apart from any trust or trusts hereunder
administered by any other such Indenture Trustee; and upon the execution and
delivery of such supplemental indenture the resignation or removal of the
retiring Indenture Trustee shall become effective to the extent provided
therein.


 


SECTION 6.12.  Acceptance by Indenture
Trustee.  The Indenture Trustee
hereby acknowledges the grant of a Lien on the Collateral and the receipt of a
Lien on the assets constituting the Collateral granted by the Issuer hereunder
and declares that the Indenture Trustee, through a custodian, will hold such
Lien on the Collateral in trust, for the use and benefit of all Noteholders
subject to the terms and provisions hereof.


 


SECTION 6.13.  Preferential Collection of
Claims Against the Issuer.  The
Indenture Trustee shall comply with TIA § 311(a), excluding any creditor
relationship listed in TIA § 311(b). An Indenture Trustee who has resigned
or been removed shall be subject to TIA § 311(a) to the extent indicated.


 


SECTION 6.14.  Reports by Indenture
Trustee to Noteholders.  To the
extent required by the TIA, on or before the date prescribed by applicable law,
the Indenture Trustee shall mail to the Noteholders a brief report dated as of
such reporting date that complies with TIA Section 313(a), if such a
report is required pursuant to TIA Section 313(a).  The Indenture Trustee also shall comply with
TIA Section 313(b).  The Indenture
Trustee shall also transmit by mail all reports as required by TIA Section 313(c).


 


A copy of each such report
required under TIA Section 313 shall, at the time of such transmission to
Noteholders be filed with the Commission and with each stock exchange or other
market system on which the Notes are listed. 
The Issuer shall notify the Indenture Trustee in writing if the Notes
become listed on any stock exchange or market trading system.


 


SECTION 6.15.  Representations and
Warranties.  The Indenture Trustee
hereby represents that:


 


(a)  the Indenture Trustee is duly organized and
validly existing as a banking corporation in good standing under the laws of
the State of New York with power and authority to own its properties and to
conduct its business as such properties are currently owned and such business
is presently conducted;


 


(b)  the Indenture Trustee has the power and
authority to execute and deliver this Indenture and to carry out its terms; and
the execution, delivery and performance of this


 


62

















 


Indenture have been duly authorized
by the Indenture Trustee by all necessary corporate action;


 


(c)  each of this Indenture and the other Related
Documents to which it is a party has been duly executed and delivered by the
Indenture Trustee and constitutes its legal, valid and binding obligation in
accordance with its terms;


 


(d)  the consummation of the transactions
contemplated by this Indenture and the fulfillment of the terms hereof do not
conflict with, result in any breach of any of the terms and provisions of, or
constitute (with or without notice or lapse of time) a default under the
articles of organization or bylaws of the Indenture Trustee or any material
agreement or other instrument to which the Indenture Trustee is a party or by
which it is bound; and


 


(e)  to the best of the Indenture Trustee’s
knowledge, there are no proceedings or investigations pending or threatened
before any court, regulatory body, administrative agency or other governmental
instrumentality having jurisdiction over the Indenture Trustee or its properties:
(i) asserting the invalidity of this Indenture, (ii) seeking to prevent the
consummation of any of the transactions contemplated by this Indenture or (iii)
seeking any determination or ruling that might materially and adversely affect
the performance by the Indenture Trustee of its obligations under, or the
validity or enforceability of, this Indenture.


 


SECTION 6.16.  The Paying Agent.  The Issuer hereby appoints the Indenture
Trustee as the initial Paying Agent. 
All payments of amounts due and payable with respect to any Notes that
are to be made from amounts withdrawn from any Trust Account pursuant to Section 4.2
and the applicable Indenture Supplement shall be made on behalf of the Issuer
by the Paying Agent.


 


The Paying Agent hereby
agrees that subject to the provisions of this Section, it shall:


 


(i)  hold any sums held by it for the payment of
amounts due with respect to the Notes in trust for the benefit of the Persons
entitled thereto until such sums shall be paid to such Persons or otherwise
disposed of as herein provided and pay such sums to such Persons as herein
provided;


 


(ii)  give the Indenture Trustee prompt notice of
any default by the Issuer of which it has actual knowledge in the making of any
payment required to be made with respect to the Notes;


 


(iii)  at any time during the continuance of any
such default, upon the written request of the Indenture Trustee, forthwith pay
to the Indenture Trustee any sums so held in trust by such Paying Agent;


 


(iv)  immediately resign as a Paying Agent and
forthwith pay to the Indenture Trustee any sums held by it in trust for the
payment of Notes if at any time it ceases to meet the standards required to be
met by a Paying Agent; and


 


63

















 


(v)  comply with all requirements of the Code and
any applicable State law with respect to the withholding from any payments made
by it on any Notes of any applicable withholding taxes imposed thereon and with
respect to any applicable reporting requirements in connection therewith.


 


The Issuer shall at any time
when necessary or required, for the purpose of obtaining the satisfaction and
discharge of this Indenture with respect to all the Notes or for any other
purpose, by Issuer Order, cause any Paying Agent other than the Indenture
Trustee to pay to the Indenture Trustee any sums held in trust by such Paying
Agent with respect to the Notes, such sums to be held by the Indenture Trustee
upon the same trusts as those upon which the sums were held by such Paying Agent
and, in the case of satisfaction and discharge of the Indenture, applied
according to Section 4.1; and upon such payment by any Paying Agent
to the Indenture Trustee, such Paying Agent shall be released from all further
liability with respect to such sums.


 


Subject to applicable laws
with respect to escheat of funds, any amounts held by the Indenture Trustee or
any Paying Agent in trust for the payment of any amount due with respect to any
Note and remaining unclaimed for two years after such amount has become due and
payable shall be discharged from such trust and be paid to the Issuer on Issuer
Request; and the related Noteholder shall thereafter, as an unsecured general
creditor, look only to the Issuer for payment thereof (but only to the extent
of the amounts so paid to the Issuer), and all liability of the Indenture
Trustee or such Paying Agent with respect to such trust funds shall thereupon
cease; provided, however, that the Indenture Trustee or such
Paying Agent, before being required to make any such repayment, shall at the
expense and direction of the Issuer cause to be published once, in a newspaper
published in the English language, customarily published on each Business Day
and of general circulation in The City of New York, notice that such funds
remain unclaimed and that, after a date specified therein, which shall not be
less than 30 days from the date of such publication, any unclaimed balance of
such funds then remaining will be repaid to the Issuer. The Indenture Trustee
shall also adopt and employ, at the expense of the Issuer, any other reasonable
means of notification of such repayment (including mailing notice of such
repayment to Noteholders whose Notes have been called but have not been
surrendered for redemption or whose right to or interest in amounts due and
payable but not claimed is determinable from the records of the Indenture
Trustee or of any Paying Agent, at the last address of record for each such
Noteholder).


 


Each Paying Agent (other
than the initial Paying Agent) shall be appointed by Issuer Order with written
notice thereof to the Indenture Trustee. 
Any Paying Agent appointed by the Issuer shall be a Person who would be
eligible to be Indenture Trustee hereunder as provided in Section 6.11.  The Issuer shall not appoint any Paying
Agent (other than the Indenture Trustee) which is not, at the time of such
appointment, a depository institution or trust company, including the Indenture
Trustee, that (a) is incorporated under the laws of the United States of
America or any State thereof, (b) is subject to supervision and examination by
federal or state banking authorities and (c) has outstanding unsecured
commercial paper or other short-term unsecured debt obligations that are rated
“A-1+” by S&P or “P-1” by Moody’s (or its equivalent).


 


64

















 


ARTICLE VII

NOTEHOLDERS LISTS AND REPORTS


 


SECTION 7.1.  The Issuer to Furnish the Indenture
Trustee Names and Addresses of Noteholders.  The Issuer will furnish or cause to be furnished to the Indenture
Trustee (a) upon each transfer of a Note, a list, in such form as the Indenture
Trustee may reasonably require, of the names, addresses and taxpayer
identification numbers of the as of such Record Date, and (b) at such other
times, as the Indenture Trustee may request in writing, within 10 days after
receipt by the Issuer of any such request, a list of similar form and content
as of a date not more than 10 days prior to the time such list is furnished; provided,
however, that so long as the Indenture Trustee is the Note Registrar, no
such list shall be required to be furnished.


 


SECTION 7.2.  Preservation of Information;
Communications to Noteholders. 
(a)  The Indenture Trustee shall
preserve, in as current a form as is reasonably practicable, the names and
addresses of the Noteholders contained in the most recent list furnished to the
Indenture Trustee as provided in Section 7.1 and the names and
addresses of Noteholders received by the Indenture Trustee in its capacity as
Note Registrar.  The Indenture Trustee
may destroy any list furnished to it as provided in Section 7.1
upon receipt of a new list so furnished.


 


(b)  Noteholders may communicate pursuant to TIA
§ 312(b) with other Noteholders with respect to their rights under this
Indenture or under the Notes.


 


(c)  The Issuer, the Indenture Trustee and the
Note Registrar shall have the protection of TIA § 312(c).


 


SECTION 7.3.  Reports by the Issuer.


 


(a)  The Issuer shall:


 


(i)  file with the Indenture Trustee, within
fifteen days after the Issuer is required to file the same with the Commission,
copies of the annual reports and of the information, documents and other
reports (or copies of such portions of any of the foregoing as the Commission
may from time to time by rules and regulations prescribe) which the Issuer may
be required to file with the Commission pursuant to Section 13 or 15(d) of
the Securities Exchange Act;


 


(ii)  file with the Indenture Trustee and the
Commission in accordance with rules and regulations prescribed from time to
time by the Commission such additional information, documents and reports with
respect to compliance by the Issuer with the conditions and covenants of this
Indenture as may be required from time to time by such rules and regulations;
and


 


(iii)  supply to the Indenture Trustee (and the
Indenture Trustee shall transmit by mail to all Noteholders described in TIA
§313(c)) such summaries of any information, documents and reports required to
be filed by the Issuer pursuant to clauses (i) and (ii) of this Section 7.3(a)
as may be required by rules and regulations prescribed from time to time by the
Commission.


 


65

















 


(b)  Unless the Issuer otherwise determines, the
fiscal year of the Issuer shall end on December 31 of each year.  The Issuer shall notify the Indenture
Trustee in writing of any change in its fiscal year.


 


(c)  Delivery of such reports, information and
documents to the Indenture Trustee is for informational purposes only and the
Indenture Trustee’s receipt of such shall not constitute constructive notice of
any information contained therein or determinable from information contained
therein, including the Issuer’s compliance with any of the covenants hereunder.


 


SECTION 7.4.  List of Noteholders.


 


Noteholders of not less than
10% of the Outstanding Principal Balance of any Series of Notes may obtain
access to the list of Noteholders the Indenture Trustee maintains for the
purpose of communicating with the other Noteholders.  The Indenture Trustee may elect not to allow the requesting
Noteholders access to the list of Noteholders if the Indenture Trustee agrees
to mail the requested communication or proxy, on behalf and at the expense of
the requesting Noteholders, to all Noteholders of record.


 


ARTICLE VIII

ACCOUNTS, DISBURSEMENTS AND RELEASES


 


SECTION 8.1.  Collection of Amounts Due.  Except as otherwise expressly provided
herein and in the related Indenture Supplement, the Indenture Trustee may
demand payment or delivery of, and shall receive and collect, directly and
without intervention or assistance of any fiscal agent or other intermediary,
all sums and other property payable to or receivable by the Indenture Trustee
pursuant to this Indenture.  The
Indenture Trustee shall apply all such amounts received by it as provided in
this Indenture.


 


SECTION 8.2.  Trust Accounts.  (a) On or prior to the Closing Date for the
first Series (in respect of clause (i) and (ii) below) or the
Closing Date for the applicable Series (in respect to clause (iii)
below), the Issuer covenants to have established and shall thereafter maintain
the following accounts (the “Trust Accounts”), which accounts shall be
Eligible Deposit Accounts:


 


(i)  Collection Account;


 


(ii)  Excess Funding Account; and


 


(iii)  a Series Account for the applicable Series
of Notes.


 


The Issuer shall provide
written notice to the Rating Agencies if any Trust Account is not maintained
with the Indenture Trustee pursuant to the Custody and Control Agreement.


 


(b)  If any Trust Account is a Securities Account,
such Trust Account will be maintained in accordance with the Custody and
Control Agreement.


 


(c)  (i)  
If, at any time, any of the Trust Accounts ceases to be an Eligible
Deposit Account, the Issuer shall within 10 Business Days (or such longer period,
not to exceed


 


66

















 


30 calendar days, as to
which, if any Notes are Outstanding, each Rating Agency may consent) establish
a new Trust Account as an Eligible Deposit Account and shall transfer any cash
and/or any investments held in the no longer Eligible Deposit Account to such
new Trust Account.


 


(ii)  With respect to the Trust Account Property,
the Issuer and Indenture Trustee agree, as security for the Issuer’s
obligations under this Indenture, that:


 


(A)  any Trust Account Property that constitutes,
or is held through or in, a deposit account shall be, or shall be held through
or in, an Eligible Deposit Account continuously identified in the deposit
bank’s books and records as subject to a security interest of the Indenture
Trustee and, except as may be expressly provided herein to the contrary, in
order to perfect the security interest of the Indenture Trustee in accordance
with Section 9-104 of the UCC, the Indenture Trustee shall have the power
to direct the disposition of the funds in such deposit account without further
consent by the Issuer; provided, however, that prior to the delivery by the
Indenture Trustee to the Issuer of notice otherwise, the Issuer shall dispose
of the funds in such deposit account in accordance with the terms of the
Related Documents; provided further that the Indenture Trustee agrees that it
will not deliver such notice or exercise its power to direct the disposition of
the funds in such deposit account until an Event of Default has occurred; and


 


(B)  all Permitted Investments and other
investments shall be held by the Custodian in accordance with the Custody and
Control Agreement and shall be subject to the Indenture Trustee’s security
interest in such Trust Account Property.


 


(d)  Funds on deposit in the Excess Funding
Account shall be withdrawn and paid to the Transferor on any day to the extent
that the Free Equity Amount exceeds the Minimum Free Equity Amount.  On any Transfer Date on which one or more
Series is in an Amortization Period, the Issuer shall determine the aggregate
amounts of Principal Shortfalls, if any, with respect to each such Series that
is a Principal Sharing Series (after giving effect to the allocation and
payment provisions in the Indenture Supplement, including the application of
Shared Principal Collections, with respect to each such Series), and Issuer
shall instruct the Indenture Trustee to withdraw such amount from the Excess
Funding Account (up to the lesser of (x) the amount on deposit in the Excess
Funding Account after application of the preceding sentence on that day and (y)
the amount, if any, by which the Free Equity Amount would be less than zero if
there were no funds on deposit in the Excess Funding Account on that day) on
such Transfer Date and allocate such amount among each such Series as specified
in the related Indenture Supplement.


 


SECTION 8.3.  Rights of Noteholders.  The Collateral shall secure the rights of
the Noteholders of each Series to receive the portion of Collections allocable
to the Noteholders of such Series pursuant to this Indenture and the related
Indenture Supplement, funds and other property credited to the Collection
Account (or any subaccount thereof) allocable to the


 


67

















 


Noteholders of such Series
pursuant to this Indenture and such Indenture Supplement, funds and other
property credited to any related Series Account and funds available pursuant to
any related Series Enhancement, it being understood that, except as
specifically set forth in the Indenture Supplement with respect thereto, the
Notes of any Series or Class shall not be secured by any interest in any Series
Account or Series Enhancement pledged for the benefit of any other Series or
Class that is Outstanding.


 


SECTION 8.4.  Collections and Allocations.  (a) 
Issuer shall apply all funds on deposit in the Collection Account as
described in this Article VIII and in each Indenture
Supplement.  Except as otherwise
provided below and in each Indenture Supplement, Issuer shall deposit
Collections into the Collection Account no later than the second Business Day
following the Date of Processing of such Collections.  Except as otherwise required by any Indenture Supplement, an
Originator may permit or require payments owed by any Retailer with respect to
in-store payments to be netted against amounts owed by that Originator to that
Retailer, and the Issuer shall deposit into the Collection Account on each
Business Day an amount equal to the aggregate amount of in-store payments
netted against amounts owed by that Originator to the various Retailers on that
Business Day.


 


Subject to the express terms
of any Indenture Supplement, but notwithstanding anything else in this
Indenture to the contrary, if (x) for so long as the Servicer (or, so long as
the Servicer Guaranty remains in effect, GE Capital) maintains a short term
debt rating of, if rated by S&P, A-1 or better by S&P, if rated by
Moody’s, P-1 or better by Moody’s, if rated by Fitch, F-1 or better by Fitch,
and, if rated by any other rating agency, the equivalent rating by that rating
agency (or such other rating below A-1, P-1, F-1 or such equivalent rating, as
the case may be, which is satisfactory to each Rating Agency, if any) and has
deposit insurance as required by law and by the FDIC, (y) with respect to
Collections allocable to any Series, any other conditions specified in the
related Indenture Supplement are satisfied or (z) the Servicer has provided to
the Indenture Trustee a letter of credit, surety bond or other similar
arrangement covering collection risk of Servicer and in each case acceptable to
each Rating Agency (as evidenced by a letter from each Rating Agency to the
effect that the Rating Agency Condition has been satisfied), if any, Issuer need
not make the daily deposits of Collections into the Collection Account as
provided in the preceding paragraph, but may make a single deposit in the
Collection Account in immediately available funds not later than 12:00 noon,
New York City time, on the related Transfer Date.  The Issuer shall promptly notify the Indenture Trustee in writing
if the conditions under this paragraph are not met and the Issuer is required
to make daily deposits of Collections into the Collection Account.


 


(b)  On each Date of Processing, Collections of
Finance Charge Receivables and of Principal Receivables shall be allocated to
each Series of Notes in accordance with the related Indenture Supplement.  On each Determination Date, Charged-Off
Receivables will be allocated to each Series of Notes in accordance with the
related Indenture Supplement.


 


(c)  Throughout the existence of the Issuer,
unless otherwise stated in any Indenture Supplement, on each Date of
Processing, Issuer shall allocate to Transferor an amount equal to the product
of (A) the Transferor Percentage and (B) the aggregate amount of Collections
allocated to Principal Receivables and Finance Charge


 


68

















 


Receivables, respectively,
on that Date of Processing; provided that, if the Free Equity Amount
(determined after giving effect to any transfer of Principal Receivables to the
Issuer on such date), is less than or equal to the Minimum Free Equity Amount,
Issuer shall deposit in the Excess Funding Account an amount equal to the
lesser of (i) the amounts that would otherwise be allocated to the Transferor
and (ii) the amount by which the Minimum Free Equity Amount exceeds the Free
Equity Amount.  Unless otherwise stated
in any Indenture Supplement, neither the Servicer nor Transferor need deposit
any amounts allocated to Transferor pursuant to the foregoing into the
Collection Account and shall pay, or be deemed to pay, such amounts as
collected to Transferor.


 


The payments to be made to
Transferor, pursuant to this Section 8.4(c) do not include amounts
that do not represent Collections, including payment of the purchase price for
Transferred Receivables pursuant to the Transfer Agreement, proceeds from the
sale, disposition or liquidation of Transferred Receivables pursuant to Section 5.3
or payment of the purchase price for the Notes of a specific Series pursuant to
the related Indenture Supplement.


 


SECTION 8.5.  Shared Principal Collections.  On each Transfer Date, (a) Issuer shall
allocate Shared Principal Collections not previously so applied or paid to each
applicable Principal Sharing Series, pro rata, in proportion to the Principal
Shortfalls, if any, with respect to each such Series and (b) Issuer shall
withdraw from the Collection Account and pay to Transferor any amounts
representing Shared Principal Collections remaining after the allocations and
applications referred to in clause (a); provided that, if, on any
day the Free Equity Amount (determined after giving effect to any transfer of
Principal Receivables to the Issuer on such day), is less than or equal to the
Minimum Free Equity Amount, Issuer shall not distribute to Transferor any
Shared Principal Collections that otherwise would be distributed to Transferor,
but shall deposit such funds in the Excess Funding Account to the extent
required so that the Free Equity Amount equals the Minimum Free Equity Amount.


 


SECTION 8.6.  Excess Finance Charge Collections.  On each Transfer Date, (a) for each Group,
Issuer shall allocate the aggregate amount for all outstanding Series in such
Group of the amounts which the related Indenture Supplements specify are to be
treated as “Excess Finance Charge Collections” for such Transfer Date to each
Series in such Group, pro rata, in proportion to the Finance Charge Shortfalls,
if any, with respect to each such Series, and (b) Issuer shall on the related
Payment Date withdraw (or shall instruct the Indenture Trustee in writing to
withdraw) from the Collection Account and pay to Transferor an amount equal to
the excess, if any, of (x) the aggregate amount for all outstanding Series in a
Group of the amounts which the related Indenture Supplements specify are to be
treated as “Excess Finance Charge Collections” for such Payment Date over (y)
the aggregate amount for all outstanding Series in such Group which the related
Indenture Supplements specify are “Finance Charge Shortfalls”, for such Payment
Date.


 


SECTION 8.7.  Release of Collateral.


 


(a)  Subject to the payment of its fees and
expenses pursuant to Section 6.7,
the Indenture Trustee may, and when required by this Indenture
shall, execute instruments to release property from the Lien of this Indenture,
or convey the Indenture Trustee’s interest in the same, in a manner and under
circumstances that are not inconsistent with


 


69

















 


this Indenture.  No party relying upon an instrument executed
by the Indenture Trustee as provided in this Article shall be bound
to ascertain the Indenture Trustee’s authority, inquire into the satisfaction
of any conditions precedent or see to the application of any funds.


 


(b)  The Indenture Trustee shall, at such time as
there are no Notes outstanding, release and transfer, without recourse, all of
the Collateral that secured the Notes (other than any cash held for the payment
of the Notes pursuant to Section 4.2) the Indenture Trustee shall release
property from the Lien of this Indenture pursuant to this Section 8.7(b)
only upon receipt of an Issuer Request requesting such release accompanied by
an Officers’ Certificate and an Opinion of Counsel and (if required by the TIA
and the applicable Indenture Supplement) Independent Certificates in accordance
with TIA §§314(c) and 314(d)(1) meeting the applicable requirements of Section 10.1.


 


SECTION 8.8.  Opinion of Counsel.  The Indenture Trustee shall receive at least
seven days’ notice when requested by the Issuer to take any action pursuant to Section 8.7(a),
accompanied by copies of any instruments involved, and the Indenture Trustee
shall also require, as a condition to such action, an Opinion of Counsel
stating the legal effect of any such action, outlining the steps required to
complete the same, and concluding that all conditions precedent to the taking
of such action have been complied with and such action will not materially and
adversely impair the security for the Notes or the rights of the Noteholders in
contravention of this Indenture; provided, however, that such
Opinion of Counsel shall not be required to express an opinion as to the fair
value of the Collateral.  Counsel
rendering any such opinion may rely, without independent investigation, on the
accuracy and validity of any certificate or other instrument delivered to the
Indenture Trustee in connection with any such action.


 


ARTICLE IX

SUPPLEMENTAL INDENTURES


 


SECTION 9.1.  Supplemental Indentures Without Consent
of Noteholders.  (a)  Without the consent of the Noteholders but
with prior written notice to each Rating Agency with respect to the Notes of
all Series rated by such Rating Agency, if any, the Issuer and the Indenture
Trustee, when authorized by an Issuer Order, at any time and from time to time,
may enter into one or more indentures supplemental hereto or to any Indenture
Supplement (which shall conform to the TIA as in force at the date of the
execution thereof), in form satisfactory to the Indenture Trustee, for any of
the following purposes:


 


(i)  to correct or amplify the description of any
property at any time subject to the Lien of this Indenture, or better to Grant
unto the Indenture Trustee a Lien on any property subject or required to be
subjected to the Lien of this Indenture, or to subject to the Lien of this
Indenture additional property;


 


(ii)  to evidence the succession, in compliance
with the applicable provisions hereof, of another Person to the Issuer, and the
assumption by any such successor of the covenants of the Issuer herein and in
the Notes;


 


70

















 


(iii)  to add to the covenants of the Issuer, for
the benefit of the Noteholders, or to surrender any right or power herein
conferred upon the Issuer; provided such surrender would not have a
material adverse effect on the Noteholders;


 


(iv)  to convey, transfer, assign, mortgage or
pledge any property to or with the Indenture Trustee for the benefit of the
Noteholders;


 


(v)  to cure any ambiguity, to correct or
supplement any provision herein or in any supplemental indenture that may be
inconsistent with any other provision herein or in any supplemental indenture
or to make any other provisions with respect to matters or questions arising
under this Indenture or in any supplemental indenture; provided, that
such action shall not materially adversely affect the interests of the
Noteholders;


 


(vi)  to evidence and provide for the acceptance
of the appointment hereunder by a successor or additional trustee with respect
to the Notes or any class thereof and to add to or change any of the provisions
of this Indenture as shall be necessary to facilitate the administration of the
trusts hereunder by more than one trustee, pursuant to the requirements of Article VI;


 


(vii)  to modify, eliminate or add to the
provisions of this Indenture to such extent as shall be necessary to effect the
qualification of this Indenture under the TIA or under any similar Federal
statute hereafter enacted and to add to this Indenture such other provisions as
may be expressly required by the TIA; or


 


(viii)  to provide for the issuance of one or more
new Series of Notes, in accordance with the provisions of Section 2.8.


 


The Indenture Trustee is
hereby authorized to join in the execution of any such supplemental indenture
and to make any further appropriate agreements and stipulations that may be
therein contained.


 


(b)  The Issuer and the Indenture Trustee may
when authorized by an Issuer Request, without the consent of any Noteholders of
any Series then Outstanding but upon satisfaction of the Rating Agency
Condition with respect to all Notes of all Series, enter into an indenture or
indentures supplemental hereto or to any Indenture Supplement for the purpose
of adding any provisions to, or changing in any manner or eliminating any of
the provisions of, this Indenture or to any Indenture Supplement or modifying
in any manner the rights of the Noteholders under this Indenture or under any
Indenture Supplement; provided, however that the Issuer shall have
delivered to the Indenture Trustee an Officers’ Certificate, dated the date of
any such action, stating that all requirements for such amendments contained in
the Agreement have been met, the Issuer reasonably believes that such action
will not result in an Adverse Effect and a Tax Opinion.  Additionally, notwithstanding the preceding
sentence, the Issuer and the Indenture Trustee, when authorized by an Issuer
Request, may, without the consent of any Noteholders of any Series then
Outstanding, enter into an indenture or indentures


 


71

















 


supplemental hereto to add,
modify or eliminate such provisions as may be necessary or advisable in order
to enable all or a portion of the Issuer (i) FASIT election to be made with
respect to all or part of RFS Funding Trust or the Issuer, (ii) so long as a
FASIT election is in effect, all or part of RFS Funding Trust or the Issuer to
qualify as a FASIT under the code, (iii) the termination of a FASIT election
with respect to all or part of RFS Funding Trust or the Issuer, and (iv) to
avoid the imposition of state or local income or franchise taxes imposed on the
Issuer’s property or its income; provided, however, that (i) the
Issuer delivers to the Indenture Trustee and the Issuer an Officers’
Certificate to the effect that the proposed amendments meet the requirements
set forth in this Section 10.1(b), (ii) the Rating Agency Condition
will have been satisfied and (iii) such amendment does not affect the rights,
duties, protections, indemnities, immunities or obligations of the Indenture
Trustee or the Issuer hereunder.  The
amendments which the Issuer may make without the consent of Noteholders
pursuant to this Section 9.1(b) may include the addition of Transferred
Receivables.


 


SECTION 9.2.  Supplemental Indentures With Consent of
Noteholders.  The Issuer and the
Indenture Trustee, when authorized by an Issuer Order, may, with prior written
notice to the Rating Agencies, and with the consent of the Noteholders
evidencing more than 66 2/3% of the Outstanding Principal Balance of the
Notes of each adversely affected Series, by Act of such Noteholders delivered
to the Issuer and the Indenture Trustee, enter into an indenture or indentures
supplemental hereto or to any Indenture Supplement for the purpose of adding
any provisions to or changing in any manner or eliminating any of the
provisions of this Indenture and the Indenture Supplement related to such
affected Series or of modifying in any manner the rights of such Noteholders
under this Indenture and such Indenture Supplement; provided, however,
that no such supplemental indenture shall, without the consent of the
Noteholder of each Outstanding Note affected thereby:


 


(a)  change the due date of any installment of
principal of or interest on any Note, or reduce the principal amount thereof,
the interest rate specified thereon or the Redemption Price with respect
thereto or change any place of payment where, or the coin or currency in which,
any Note or any interest thereon is payable;


 


(b)  impair the right to institute suit for the
enforcement of the provisions of this Indenture requiring the application of
funds available therefor, as provided in Article V, to the payment of any
such amount due on or after the respective due dates thereof (or, in the case
of redemption, on or after the Redemption Date);


 


(c)  reduce the percentage of the Outstanding
Principal Balance of Notes of any Series the consent of the Noteholders of
which is required for any such supplemental indenture, or the consent of the
Noteholders of which is required for any waiver of compliance with certain
provisions of this Indenture or certain defaults hereunder and their
consequences provided for in this Indenture;


 


(d)  reduce the percentage of the Outstanding
Principal Balance of Notes of any Series, the consent of the Noteholders of
which is required to direct the Indenture Trustee to direct the Issuer to sell the
Collateral or any portion thereof if the proceeds of such sale


 


72

















 


would be insufficient to pay
the principal amount and accrued but unpaid interest on the Outstanding Notes
of such Series;


 


(e)  decrease the percentage of the Outstanding
Principal Balance of Notes required to amend the sections of this Indenture
which specify the applicable percentage of the Outstanding Principal Balance of
Notes of any Series necessary to amend the Indenture or any Related Documents
which require such consent;


 


(f)  modify or alter the provisions of this
Indenture prohibiting the voting of Notes held by the Issuer, any other obligor
on the Notes, a Transferor or any affiliate thereof; or


 


(g)  permit the creation of any Lien ranking
prior to or on a parity with the Lien of this Indenture with respect to any
part of the Collateral for any Notes or, except as otherwise permitted or
contemplated herein, terminate the Lien of this Indenture on any such
Collateral at any time subject hereto or deprive the Noteholders of the
security provided by the Lien of this Indenture.


 


The Indenture Trustee may in
its discretion determine whether or not any Notes would be affected by any
supplemental indenture and any such determination shall be conclusive upon the
Noteholders, whether theretofore or thereafter authenticated and delivered
hereunder.  The Indenture Trustee shall
not be liable for any such determination made in good faith.


 


Satisfaction of the Rating
Agency Condition shall not be required with respect to the execution of any
supplemental indenture pursuant to this Section for which the consent of
all of the affected Noteholders is required; provided that prior notice
of any such supplemental indenture shall be given to each Rating Agency.


 


It shall not be necessary
for any Act of the Noteholders under this Section to approve the
particular form of any proposed supplemental indenture, but it shall be
sufficient if such Act shall approve the substance thereof.  The manner of obtaining such consents (and
any other consents of Noteholders provided for in this Indenture or in any
other Related Document) and of evidencing the authorization of the execution
thereof by Noteholders shall be subject to such reasonable requirements as the Indenture
Trustee may provide.


 


Promptly after the execution
by the Issuer and the Indenture Trustee of any supplemental indenture pursuant
to this Section, the Indenture Trustee shall mail to the Noteholders to which
such amendment or supplemental indenture relates a notice setting forth in
general terms the substance of such supplemental indenture.  Any failure of the Indenture Trustee to mail
such notice, or any defect therein, shall not, however, in any way impair or
affect the validity of any such supplemental indenture.


 


SECTION 9.3.  Execution of Supplemental Indentures.  In executing, or permitting the additional
trusts created by, any supplemental indenture permitted by this Article IX
or the modifications thereby of the trusts created by this Indenture, the
Indenture Trustee shall be entitled to receive, and, subject to Sections 6.1
and 6.2, shall be fully protected in relying upon,  in addition to the documents required by Section 10.1,
an Opinion of Counsel stating that the execution of such supplemental indenture
is authorized or permitted by this Indenture. 
The Indenture Trustee may, but shall not be obligated to, enter into any
such supplemental indenture


 


73

















 


that affects the Indenture
Trustee’s own rights, duties, liabilities or immunities under this Indenture or
otherwise.


 


SECTION 9.4.  Effect of Supplemental Indenture.  Upon the execution of any supplemental
indenture pursuant to the provisions hereof, this Indenture shall be and be
deemed to be modified and amended in accordance therewith, and such
supplemental indenture shall form a part of the terms and conditions of this
Indenture for any and all purposes and every Noteholder, theretofore or
thereafter authenticated and delivered hereunder shall be bound thereby.  This Section does not apply to
Indenture Supplements.


 


SECTION 9.5.  Reference in Notes to Supplemental
Indentures.  Notes authenticated and
delivered after the execution of any supplemental indenture pursuant to this Article may,
and if required by the Indenture Trustee shall, bear a notation in form
approved by the Indenture Trustee as to any matter provided for in such
supplemental indenture.  If the Issuer
or the Indenture Trustee shall so determine, new Notes so modified as to
conform, in the opinion of the Indenture Trustee and the Issuer, to any such
supplemental indenture may be prepared and executed by the Issuer and
authenticated and delivered by the Indenture Trustee in exchange for
Outstanding Notes.


 


SECTION 9.6.  Conformity with Trust Indenture Act.  Every amendment of this Indenture and every
supplemental indenture executed pursuant to this Article shall
conform to the requirements of the TIA as then in effect so long as this
Indenture shall then be qualified under the TIA.


 


ARTICLE X

MISCELLANEOUS


 


SECTION 10.1.  Compliance Certificates
and Opinions, etc.  (a)  Upon any written application or request (or
oral application with prompt written or facsimiled confirmation) by the Issuer
to the Indenture Trustee to take any action under this Indenture, other than
any request that (i) the Indenture Trustee authenticate the Notes specified in
such request, or (ii) the Indenture Trustee pay amounts due and payable to the
Issuer hereunder to the Issuer’s assignee specified in such request, the Issuer
shall furnish to the Indenture Trustee: 
(A) an Officers’ Certificate stating that all conditions precedent, if
any, provided for in this Indenture relating to the proposed action have been
complied with, (B) an Opinion of Counsel stating that in the opinion of such
counsel all such conditions precedent, if any, have been complied with and (C)
if required by the TIA and the applicable Indenture Supplement, an Independent
Certificate from a firm of certified public accountants meeting the applicable
requirements of this Section, except that, in the case of any such application
or request as to which the furnishing of such documents is specifically
required by this Indenture, no additional certificate or opinion need be
furnished.


 


Every certificate or opinion
with respect to compliance with a condition or covenant provided for in this
Indenture shall include:


 


(1)
a statement that each signatory of such certificate or opinion has read or has
caused to be read such covenant or condition and the definitions herein
relating thereto;


 


74

















 


(2)
a brief statement as to the nature and scope of the examination or
investigation upon which the statements or opinions contained in such
certificate or opinion are based;


 


(3)
a statement that, in the opinion of each such signatory, such signatory has
made (or has caused to be made) such examination or investigation as is
necessary to enable such signatory to express an informed opinion as to whether
or not such covenant or condition has been complied with; and


 


(4)
a statement as to whether, in the opinion of each such signatory, such
condition or covenant has been complied with.


 


(b)  (i)  
Prior to the deposit of any Collateral or other property or securities
with the Indenture Trustee that is to be made the basis for the release of any
property or securities subject to the Lien of this Indenture, the Issuer shall,
in addition to any obligation imposed in Section 10.1(a) or elsewhere in
this Indenture, furnish to the Indenture Trustee an Officers’ Certificate
certifying or stating the opinion of each person signing such certificate as to
the fair value (within 90 days of such deposit) to the Issuer of such
Collateral or other property or securities to be so deposited.


 


(ii)  Whenever the Issuer is required to furnish
to the Indenture Trustee an Officers’ Certificate described in clause (i),
the Issuer shall also deliver to the Indenture Trustee an Independent
Certificate as to the same matters if the fair value to the Issuer of such
Collateral or other property or securities to be so deposited and of all other
Collateral or other property or securities released from the Lien of this
Indenture since the commencement of the then-current fiscal year of the Issuer,
as set forth in the certificates required by clause (i) and this clause
(ii), equals 10% or more of the Outstanding Principal Balance of the Notes,
but such certificate need not be furnished with respect to any Collateral or
other property or securities so deposited if the fair value thereof to the
Issuer as set forth in the related Officers’ Certificate is less than $25,000
or less than one percent of the then Outstanding Principal Balance of the
Notes.


 


(iii)  Other than with respect to the release of any
Charged-Off Receivables and Receivables in Removed Accounts, whenever any
property or investment property is to be released from the Lien of this
Indenture, the Issuer shall also furnish to the Indenture Trustee an Officers’
Certificate certifying or stating the opinion of each person signing such
certificate as to the fair value (within 90 days of such release) of the
property or securities proposed to be released and stating that in the opinion
of such person the proposed release will not impair the security under this
Indenture in contravention of the provisions hereof.


 


(iv)  Whenever the Issuer is required to furnish
to the Indenture Trustee an Officers’ Certificate described in clause (iii),
the Issuer shall also deliver to the Indenture Trustee an Independent
Certificate as to the same matters if the fair value to the Issuer of the
Collateral or other property or securities and of all other such Collateral or
other property, other than Charged-Off Receivables and


 


75

















 


Transferred Receivables in
Removed Accounts, or securities released from the lien of this Indenture since
the commencement of the then current calendar year, as set forth in the
certificates required by clause (iii) and this clause (iv), equals
10% or more of the Outstanding Principal Balance of the Notes, but such
certificate need not be furnished in the case of any release of Collateral or
other property or securities if the fair value thereof to the Issuer as set
forth in the related Officers’ Certificate is less than $25,000 or less than
one percent of the then Outstanding Principal Balance of the Notes.


 


(v)  Notwithstanding any other provision of this
Section, the Issuer may (A) collect, liquidate, sell or otherwise dispose of
Transferred Receivables as and to the extent permitted or required by the
Related Documents and (B) make cash payments out of the Series Accounts as and
to the extent permitted or required by the Related Documents.


 


SECTION 10.2.  Form of Documents
Delivered to the Indenture Trustee. 
In any case where several matters are required to be certified by, or
covered by an opinion of, any specified Person, it is not necessary that all
such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters and one
or more other such Persons as to other matters, and any such Person may certify
or give an opinion as to such matters in one or several documents.


 


Any certificate or opinion
of an Authorized Officer of the Issuer may be based, insofar as it relates to
legal matters, upon a certificate or opinion of, or representations by,
counsel, unless such officer knows, or in the exercise of reasonable care
should know, that the certificate, opinion or representations with respect to
the matters upon which his certificate or opinion is based is/are
erroneous.  Any such certificate of an
Authorized Officer or Opinion of Counsel may be based, insofar as it relates to
factual matters, upon a certificate or opinion of, or representations by, an
officer or officers of any Originator, the Servicer, the Transferor, the
Issuer, stating that the information with respect to such factual matters is in
the possession of any Originator, the Servicer, the Transferor, the Issuer, as
applicable, unless such Authorized Officer or counsel knows, or in the exercise
of reasonable care should know, that the certificate, opinion or
representations with respect to such matters is/are erroneous.  Any Opinion of Counsel may be based on the
written opinion of other counsel, in which event such Opinion of Counsel shall
be accompanied by a copy of such other counsel’s opinion and shall include a
statement to the effect that such counsel believes that such counsel and the
Indenture Trustee may reasonably rely upon the opinion of such other counsel.


 


Where any Person is required
or permitted to make, give or execute two or more applications, requests,
consents, certificates, statements, opinions or other instruments under this
Indenture, they may, but need not, be consolidated and form one instrument.


 


Whenever in this Indenture,
in connection with any application, certificate or report to the Indenture
Trustee, it is provided that the Issuer shall deliver any document as a
condition of the granting of such application, or as evidence of the Issuer’s
compliance with any term hereof, it is intended that the truth and accuracy, at
the time of the granting of such application or at the


 


76

















 


effective date of such
certificate or report (as the case may be), of the facts and opinions stated in
such document shall in such case be conditions precedent to the right of the Issuer
to have such application granted or to the sufficiency of such certificate or
report.  The foregoing shall not,
however, be construed to affect the Indenture Trustee’s right to rely upon the
truth and accuracy of any statement or opinion contained in any such document
as provided in Article VI.


 


SECTION 10.3.  Acts of Noteholders.  (a) 
Any request, demand, authorization, direction, notice, consent, waiver
or other action provided by this Indenture to be given or taken by Noteholders
may be embodied in and evidenced by one or more instrument(s) of substantially
similar tenor signed by such Noteholders in person or by agents duly appointed
in writing; and except as herein otherwise expressly provided, such action
shall become effective when such instrument(s) are delivered to the Indenture
Trustee, and, where it is hereby expressly required, to the Issuer.  Such instrument(s) (and the action embodied
therein and evidenced thereby) are herein sometimes referred to as the “Act”
of the Noteholders signing such instrument(s). 
Proof of execution of any such instrument or of a writing appointing any
such agent shall be sufficient for any purpose of this Indenture and (subject
to Section 6.1) conclusive in favor of the Indenture Trustee and
the Issuer, if made in the manner provided in this Section.  At any time the Notes of any Class are
maintained on Book-Entry Notes, any reference in this Indenture to an Act of
Noteholders or a Noteholder or Noteholders representing a specified portion of
the Outstanding Principal Balance of the Notes or such Class of Notes shall be
deemed to refer to an Act of Note Owners or a Note Owner or Note Owners holding
such specified portion of the Outstanding Principal Balance of the Notes or
Class, as the case may be.


 


(b)  The fact and date of the execution by any
Person of any such instrument or writing may be proved by the affidavit of a
witness of such execution or by a certificate of a notary public or other
officer authorized by law to take acknowledgments of deeds, certifying that the
individual signing such instrument or writing acknowledged to him the execution
thereof.  Where such execution is by a
signer acting in a capacity other than his individual capacity, such
certificate or affidavit shall also constitute sufficient proof of his
authority.  The fact and date of the
execution of any such instrument or writing, or the authority of the Person
executing the same, may also be proved in any other manner which the Indenture
Trustee deems sufficient.


 


(c)  The ownership of Notes shall be proved by
the Note Register.


 


(d)  Any request, demand, authorization,
direction, notice, consent, waiver or Act by the Noteholder shall bind every
Noteholder issued upon the registration of the related Note, in exchange
therefor or in lieu thereof, in respect of anything done, omitted or suffered
to be done by the Indenture Trustee or the Issuer in reliance thereon, whether
or not notation of such action is made upon such Note.


 


(e)  By accepting the Notes issued pursuant to
this Indenture, each Noteholder irrevocably appoints the Indenture Trustee
hereunder as the special attorney-in-fact for such Noteholder vested with full
power on behalf of such Noteholder to effect and enforce the rights of such
Noteholder and the revisions pursuant hereto for the benefit of such
Noteholder; provided that nothing contained in this Section shall
be deemed to confer upon the Indenture Trustee any duty or power to vote on
behalf of the Noteholders


 


77

















 


with respect to any matter
on which the Noteholders have a right to vote pursuant to the terms of this
Indenture.


 


SECTION 10.4.  Notices, etc., to the
Indenture Trustee, the Issuer and Rating Agencies.  Any request, demand, authorization,
direction, notice, consent, waiver or Act of Noteholders, or other documents
provided or permitted by this Indenture, shall be in writing and, if such
request, demand, authorization, direction, notice, consent, waiver or Act of
Noteholders is to be made upon, given or furnished to or filed with:


 


(a)  the Indenture Trustee by any Noteholder or
by the Issuer, 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 Issuer by the Indenture Trustee or by
any Noteholder, shall be sufficient for every purpose hereunder if in writing
and mailed, first-class, postage prepaid, to the Issuer addressed to: GE
Capital Credit Card Master Note Trust, in care of General Electric Capital
Corporation, 1600 Summer Street, Stamford, 4th Floor, CT  06927, Attention: Portfolio Manager, or at
any other address previously furnished in writing to the Indenture Trustee by
the Issuer.  The Issuer shall promptly
transmit any notice received by it from the Noteholders to the Indenture
Trustee.


 


Notices, if any, required to
be given to the Rating Agencies by the Issuer, the Indenture Trustee or the
Trustee shall be in writing, personally delivered or mailed by certified mail,
return receipt requested, to their respective addresses set forth in the
applicable Indenture Supplement.


 


SECTION 10.5.  Notices to Noteholders;
Waiver.  Where this Indenture
provides for notice to Noteholders of any event or the mailing of any report to
Noteholders, such notice shall be sufficiently given (unless otherwise herein
expressly provided) if in writing and mailed, first-class, postage prepaid or
certified mail return receipt requested, or sent by private courier or
confirmed telecopy to each Noteholder affected by such event or to whom such
report is required to be mailed, at its address as it appears on the Note
Register, not later than the latest date, and not earlier than the earliest
date, prescribed for the giving of such notice or the mailing of such
report.  In any case where notice or
report to Noteholders is given by mail, neither the failure to mail such notice
or report nor any defect in any notice or report so mailed to any particular
Noteholder shall affect the sufficiency of such notice or report with respect
to other Noteholders, and any notice that is mailed in the manner herein
provided shall conclusively be presumed to have been duly given.


 


Where this Indenture
provides for notice in any manner, such notice may be waived in writing by any Person
entitled to receive such notice, either before or after the event, and such
waiver shall be the equivalent of such notice. 
Waivers of notice by Noteholders shall be filed with the Indenture
Trustee but such filing shall not be a condition precedent to the validity of
any action taken in reliance upon such a waiver.


 


In case by reason of the
suspension of regular mail service or by reason of any other cause it shall be
impracticable to mail or send notice to Noteholders, in accordance with this
Section, of any event or any report to Noteholders when such notice or report
is required to be


 


78

















 


delivered pursuant to any
provision of this Indenture, then such notification or delivery as shall be
made with the approval of the Indenture Trustee shall constitute a sufficient
notification for every purpose hereunder.


 


Where this Indenture
provides for notice to the Rating Agencies, failure to give such notice shall
not affect any other rights or obligations created hereunder, and shall not
under any circumstance constitute an Event of Default.


 


SECTION 10.6.  Alternate Payment and
Notice Provisions.  Notwithstanding
any provision of this Indenture or any of the Notes to the contrary, the Issuer
will, upon reasonable request of any Noteholder, enter into any agreement with
such Noteholder providing for a method of payment, or notice by the Indenture
Trustee or any Paying Agent to such Noteholder, that is different from the
methods provided for in this Indenture or the Notes for such payments or
notices, unless such agreement or the effects thereof could cause economic or
administrative burden on the Issuer or is unlawful; provided, however, that any
such agreement that imposes any duties or obligations on the Indenture Trustee
(including in its capacity as Paying Agent) shall be subject to the prior
written consent of the Indenture Trustee. 
The Issuer will furnish to the Indenture Trustee a copy of each such
agreement and the Indenture Trustee will cause payments to be made and notices
to be given in accordance with such agreements.


 


SECTION 10.7.  Successors and Assigns.  All covenants and agreements in this
Indenture and the Notes by the Issuer shall bind its successors and assigns,
whether so expressed or not.  All
agreements of the Indenture Trustee in this Indenture shall bind its
successors, co-trustees and agents of the Indenture Trustee, whether so
expressed or not.


 


SECTION 10.8.  Severability.  Any provision of this Indenture or the Notes
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 or of the
Notes, as applicable, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.


 


SECTION 10.9.  Benefits of Indenture.  Nothing in this Indenture or in the Notes,
express or implied, shall give to any Person, other than the parties hereto and
their successors hereunder, the Noteholders, any other party secured hereunder
and any other Person with an ownership interest in any part of the Collateral,
any benefit or any legal or equitable right, remedy or claim under this
Indenture.


 


SECTION 10.10.  Legal Holidays.  In any case where the date on which any
payment is due shall not be a Business Day, then (notwithstanding any other
provision of the Notes or this Indenture) payment need not be made on such
date, but may be made on the next Business Day with the same force and effect
as if made on the date on which nominally due, and no interest shall accrue
with respect to such payment for the period from and after any such nominal
date.


 


SECTION 10.11.  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,


 


79

















 


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.  TO THE EXTENT PROVIDED IN ANY APPLICABLE
INDENTURE SUPPLEMENT, THIS INDENTURE IS SUBJECT TO THE TRUST INDENTURE ACT OF
1939, AS AMENDED, AND SHALL BE GOVERNED THEREBY AND CONSTRUED IN ACCORDANCE
THEREWITH.


 


(b)  EACH PARTY
HERETO HEREBY CONSENTS AND AGREES THAT THE STATE OR FEDERAL COURTS LOCATED IN
THE BOROUGH OF MANHATTAN IN NEW YORK CITY SHALL HAVE EXCLUSIVE JURISDICTION TO
HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN THEM PERTAINING TO THIS
AGREEMENT OR TO ANY MATTER ARISING OUT OF OR RELATING TO THIS AGREEMENT; PROVIDED,
THAT EACH PARTY HERETO ACKNOWLEDGES THAT ANY APPEALS FROM THOSE COURTS MAY HAVE
TO BE HEARD BY A COURT LOCATED OUTSIDE OF THE BOROUGH OF MANHATTAN IN NEW YORK
CITY; PROVIDED, FURTHER, THAT NOTHING IN THIS AGREEMENT SHALL BE
DEEMED OR OPERATE TO PRECLUDE THE INDENTURE TRUSTEE FROM BRINGING SUIT OR
TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO REALIZE ON THE
COLLATERAL OR ANY OTHER SECURITY FOR THE NOTES, OR TO ENFORCE A JUDGMENT OR
OTHER COURT ORDER IN FAVOR OF THE INDENTURE TRUSTEE.  EACH PARTY HERETO SUBMITS AND CONSENTS IN ADVANCE TO SUCH
JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND EACH PARTY
HERETO HEREBY WAIVES ANY OBJECTION THAT SUCH PARTY MAY HAVE BASED UPON LACK OF
PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM  NON  CONVENIENS
AND HEREBY CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS
DEEMED APPROPRIATE BY SUCH COURT.  EACH
PARTY HERETO HEREBY WAIVES PERSONAL SERVICE OF THE SUMMONS, COMPLAINT AND OTHER
PROCESS ISSUED IN ANY SUCH ACTION OR SUIT AND AGREES THAT SERVICE OF SUCH
SUMMONS, COMPLAINT AND OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED
MAIL ADDRESSED TO SUCH PARTY AT ITS ADDRESS DETERMINED IN ACCORDANCE WITH SECTION 10.4
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


 


80

















 


(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 OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 


SECTION 10.12.  Counterparts.  This Indenture 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 10.13.  The Issuer Obligation.  No recourse may be taken, directly or
indirectly, with respect to the obligations of the Issuer on the Notes or under
this Indenture 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 Issuer 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 Issuer, 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.


 


SECTION 10.14.  Communication by
Noteholders with Other Noteholders. 
Subject to Section 7.2(b), Noteholders may communicate,
pursuant to TIA Section 312(b), with other Noteholders with respect to
their rights under this Indenture or the Notes.  The Issuer, the Indenture Trustee, the Note Registrar and all
other parties shall have the protection of TIA Section 312(c).


 


SECTION 10.15.  Agents of the Issuer.  The Indenture Trustee hereby acknowledges
that it has been advised that any agent of the Issuer may act on behalf of the
Issuer hereunder for purposes of all consents, amendments, waivers and other
actions permitted or required to be taken, delivered or performed by the
Issuer, and the Indenture Trustee agrees that any such action taken by an agent
on behalf of the Issuer shall satisfy the Issuer’s obligations hereunder.


 


SECTION 10.16.  Survival of
Representations and Warranties.  The
representations, warranties and certifications of the Issuer made in this
Indenture or in any certificate or other writing delivered by the Issuer
pursuant hereto shall survive the authentication and delivery of the Notes
hereunder.


 


81

















 


SECTION 10.17.  Conflict with Trust
Indenture Act.  If any provision
hereof limits, qualifies or conflicts with another provision hereof that is
required to be included in this Indenture by the TIA, such required provision
shall control.


 


The provisions of TIA
§§ 310 through 317 that impose duties on any Person (including the
provisions automatically deemed included herein unless expressly excluded by
this Indenture) are a part of and govern this Indenture, whether or not
physically contained herein.


 


SECTION 10.18.  Subordination.  The Issuer and each Noteholder by accepting
a Note acknowledge and agree that such Note represents indebtedness of the
Issuer and does not represent an interest in any assets (other than the Trust
Estate) of Transferor (including by virtue of any deficiency claim in respect
of obligations not paid or otherwise satisfied from the Trust Estate and
proceeds thereof).  In furtherance of
and not in derogation of the foregoing, to the extent Transferor enters into
other securitization transactions, the Issuer as well as each Noteholder by
accepting a Note acknowledge and agree that it shall have no right, title or
interest in or to any assets (or interest therein) (other than Trust Estate)
conveyed or purported to be conveyed by Transferor to another securitization
trust or other Person or Persons in connection therewith (whether by way of a sale,
capital contribution or by virtue of the granting of a lien) (“Other Assets”).  To the extent that, notwithstanding the
agreements and provisions contained in the preceding sentences of this
subsection, the Issuer or any Noteholder either (i) asserts an interest or
claim to, or benefit from, Other Assets, whether asserted against or through
Transferor or any other Person owned by Transferor, or (ii) is deemed to have
any such interest, claim or benefit in or from Other Assets, whether by
operation of law, legal process, pursuant to applicable provisions of
insolvency laws or otherwise (including by virtue of Section 1111(b)
of the Bankruptcy Code or any successor provision having similar effect under
the Bankruptcy Code), and whether deemed asserted against or through Transferor
or any other Person owned by Transferor, then the Issuer and each Noteholder by
accepting a Note further acknowledges and agrees that any such interest, claim
or benefit in or from Other Assets is and shall be expressly subordinated to
the indefeasible payment in full of all obligations and liabilities of
Transferor which, under the terms of the relevant documents relating to the
securitization of such Other Assets, are entitled to be paid from, entitled to
the benefits of, or otherwise secured by such Other Assets (whether or not any
such entitlement or security interest is legally perfected or otherwise
entitled to a priority of distribution or application under applicable law,
including insolvency laws, and whether asserted against Transferor or any other
Person owned by Transferor), including, the payment of post-petition interest
on such other obligations and liabilities. 
This subordination agreement shall be deemed a subordination agreement
within the meaning of Section 510(a) of the Bankruptcy Code.  Each Noteholder further acknowledges and
agrees that no adequate remedy at law exists for a breach of this
Section and the terms of this Section may be enforced by an action
for specific performance.


 


SECTION 10.19.  Limitation of Liability of
the Trustee.  Notwithstanding
anything contained herein to the contrary, this instrument has been
countersigned by The Bank of New York (Delaware), not in its individual
capacity but solely in its capacity as Trustee of the Issuer, and in no event
shall The Bank of New York (Delaware), in its individual capacity, or any
beneficial owner of the Issuer have any liability for the representations,
warranties, covenants, agreements or other obligations of the Issuer hereunder,
as to all of which recourse shall be had solely to the assets of the
Issuer.  For all purposes of this
Agreement, in the performance of any 


 


82

















 


duties or obligations of the
Issuer thereunder, the Trustee shall be subject to, and entitled to the
benefits of, the terms and provisions of Article VII of the Trust
Agreement.


 


SECTION 10.20.  Instructions to Indenture
Trustee.  The Issuer hereby
instructs the Indenture Trustee to execute and deliver the Intercreditor
Agreement and the Indenture Security Agreement.


 


[Signatures
Follow]


 


83

















 


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


 


 


	
   

  	
  GE
  CAPITAL CREDIT CARD MASTER NOTE TRUST

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:  The Bank of New York (Delaware), not in
  its individual capacity, but solely on behalf of the Issuer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Michael Santino

  	
   

  
	
   

  	
   

  	
   

  	
  Name:  Michael Santino

  
	
   

  	
   

  	
   

  	
  Title:  Senior 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

  
							



 


S-1

















 


EXHIBIT A

to Indenture


 


FORM OF SECTION 3.9 OFFICERS’ CERTIFICATE


 


 


[                             ,
        ]


 


Pursuant to Section 3.9
of the Indenture, dated as of September 25, 2003 (the “Indenture”),
between GE Capital Credit Card Master Note Trust (the “Issuer”) and
Deutsche Bank Trust Company Americas, as Indenture Trustee, the undersigned
hereby certify that:


 


(a)  a review of the activities of the Issuer
during the previous fiscal year and of performance under the Indenture has been
made under the supervision of the undersigned; and


 


(b)  to the best knowledge of the undersigned,
based on such review, the Issuer has complied with all conditions and covenants
under the Indenture throughout such year or, if there has been a default in the
compliance of any such condition or covenant, this certificate is to specify
each such default known to the undersigned and the nature and status thereof.


 


	
   

  	
  GENERAL
  ELECTRIC CAPITAL CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
							



 


A-1

















 


SCHEDULE 1


 


Perfection Representations and Warranties


 


(b)  In addition to the representations,
warranties and covenants contained in the Indenture, the Issuer hereby
represents, warrants and covenants to the Indenture Trustee as follows as of
the Initial Closing Date:


 


(i)  The Indenture creates a valid and continuing
security interest (as defined in the applicable UCC) in the Note Trust
Certificate in favor of the Indenture Trustee, which security interest is prior
to all other Liens (other than Permitted Liens), and is enforceable as such
against creditors of and purchasers from the Issuer.


 


(ii)  The Note Trust Certificate constitutes an
“instrument,” a “general intangible” or a “certificated security” within the
meaning of the applicable Uniform Commercial Code.


 


(iii)  The Issuer 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 Permitted Liens)


 


(iv)  There are no consents or approvals required
by the terms of the Note Trust Certificate for the pledge of the Note Trust
Certificate to the Indenture Trustee pursuant to the Indenture.


 


(v)  The Issuer has caused the filing of all
appropriate financing statements in the proper filing office in the appropriate
jurisdictions under applicable law in order to perfect the security interest
granted to the Indenture Trustee under the Indenture in the Note Trust
Certificate.


 


(vi)  There is only one executed copy of the Note
Trust Certificate and such copy has been delivered to the Indenture
Trustee.  The Note Trust Certificate is
registered in the name of the Indenture Trustee, upon original issue or
registration of transfer by the Issuer. 
The Note Trust Certificate does not have any marks or notations upon it
indicating that it has been pledged, assigned or otherwise conveyed to any
Person other than the Indenture Trustee.


 


(vii)  Other than the pledge of the Note Trust
Certificate to the Indenture Trustee pursuant to the Indenture, the Issuer has
not pledged, assigned, sold, granted a security interest in, or otherwise
conveyed the Note Trust Certificate. 
The Issuer has not authorized the filing of and is not aware of any
financing statements against the Issuer that include a description of collateral
covering the Note Trust Certificate, except for the financing statement filed
pursuant to the Indenture.  The Issuer
is not aware of any judgment or tax lien filings against the Issuer.


 


1

















 


(viii)  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 the Indenture Trustee.


 


(ix)  Notwithstanding any other provision of the
Indenture, the representations and warranties set forth in this Schedule 1
shall be continuing, and remain in full force and effect, until such time as
the Note Trust Certificate is retired.


 


(b)  The Indenture Trustee covenants that it
shall not, without satisfying the Rating Agency Condition, waive a breach of
any representation or warranty set forth in this Schedule 1.


 


2