EXHIBIT 4.17


 


 


ADMINISTRATION AGREEMENT




 


between


 


RFS FUNDING TRUST


 


 


GENERAL ELECTRIC
CAPITAL CORPORATION,

as Administrator


 


 


and


 


 


DEUTSCHE BANK
TRUST COMPANY DELAWARE,

not in its individual capacity, but solely as trustee


 


 


Dated as of
December 30, 2002


 

















 


Table of Contents


 


	
  1.

  	
  DUTIES OF THE ADMINISTRATOR

  	
   

  
	
  2.

  	
  RECORDS

  	
   

  
	
  3.

  	
  COMPENSATION

  	
   

  
	
  4.

  	
  ADDITIONAL
  INFORMATION TO BE FURNISHED TO THE TRUST

  	
   

  
	
  5.

  	
  INDEPENDENCE OF THE
  ADMINISTRATOR

  	
   

  
	
  6.

  	
  NO JOINT
  VENTURE

  	
   

  
	
  7.

  	
  OTHER ACTIVITIES
  OF THE ADMINISTRATOR

  	
   

  
	
  8.

  	
  TERM
  OF AGREEMENT; RESIGNATION AND REMOVAL OF THE ADMINISTRATOR

  	
   

  
	
  9.

  	
  ACTION
  UPON TERMINATION, RESIGNATION OR REMOVAL

  	
   

  
	
  10.

  	
  NOTICES

  	
   

  
	
  11.

  	
  AMENDMENTS

  	
   

  
	
  12.

  	
  SUCCESSORS
  AND ASSIGNS

  	
   

  
	
  13.

  	
  GOVERNING LAW

  	
   

  
	
  14.

  	
  OTHER INTERPRETIVE MATTERS

  	
   

  
	
  15.

  	
  HEADINGS

  	
   

  
	
  16.

  	
  COUNTERPARTS

  	
   

  
	
  17.

  	
  SEVERABILITY

  	
   

  
	
  18.

  	
  NOT
  APPLICABLE TO [ ] IN OTHER CAPACITIES

  	
   

  
	
  19.

  	
  LIMITATION OF
  LIABILITY OF THE TRUSTEE

  	
   

  
	
  20.

  	
  INDEMNIFICATION

  	
   

  



 


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ADMINISTRATION AGREEMENT
dated as of December 30, 2002 between RFS FUNDING TRUST, a Delaware
statutory trust (the “Trust”), and GENERAL ELECTRIC
CAPITAL CORPORATION (“GECC”), a Delaware corporation,
as administrator (the “Administrator”).


 


RECITALS


 


WHEREAS, the Trust is purchasing
certain credit card account receivables owned by the Bank pursuant to the Third
Amended and Restated Receivables Transfer Agreement (the “Transfer Agreement”)
dated as of September 25, 1997 and amended and restated as of
July 22, 1998, as of March 22, 2001 and as of December 30, 2002
between Monogram Credit Card Bank of Georgia and the Trust;


 


WHEREAS, the Trust’s purchases under
the Transfer Agreement will be financed by the use of a loan facility provided
by Edison Asset Securitization, L.L.C. (the “Lender”) pursuant to the Third
Amended and Restated Receivables Funding and Servicing Agreement, dated as of
September 25, 1997 and as amended and restated on July 22, 1998, as
of March 22, 2001 and as of December 30, 2002 (the “Funding
Agreement”) among the Trust, the Lender, the Bank as Servicer, and GECC as
Operating Agent and Collateral Agent;


 


WHEREAS, the Trust has been formed
pursuant to a Trust Agreement dated as of the date hereof (the “Trust
Agreement”) between General Electric Capital Services, Inc. (“GECS”)
and Deutsche Bank Trust Company Delaware, as trustee (“Trustee”), and
has entered into certain agreements in connection with the loan facility
including the GECS Letter of Credit Agreement dated as of December 30,
2002 (the “GECS Letter of Credit Agreement”) among GECS, the Trust and
the Lender (the Transfer Agreement, the Funding Agreement, the Trust Agreement
and the GECS Letter of Credit Agreement), being hereinafter referred to
collectively as the “Trust Related Documents”).  Capitalized terms used herein and not
otherwise defined herein are defined in Annex X to the Funding Agreement;


 


WHEREAS, pursuant to the Trust Related
Documents, the Trust and Trustee are required to perform certain duties in
connection with the purchase of the Transferred Receivables and the acceptance
of Advances;


 


WHEREAS, the Trust and Trustee desire
to have the Administrator perform certain of the duties of the Trust or Trustee
referred to in the preceding clause, and to provide such additional services
consistent with this Agreement and the Trust Related Documents as the Trust or
Trustee may from time to time request;


 


WHEREAS, the Administrator has the
capacity to provide the services required hereby and is willing to perform such
services for the Trust or Trustee on the terms set forth herein;


 


NOW, THEREFORE, in consideration of
the mutual terms and covenants contained herein, and other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, the
parties agree as follows:


 

















 


1.                                       Duties of the Administrator.


 


(a)                                  Duties
with Respect to the Transfer Agreement. 
The Administrator, on behalf of the Trust, shall perform the
administrative duties of the Trust under the Transfer Agreement.  The Administrator, on behalf of the Trust,
shall monitor the performance of the Trust and shall advise the Trust when
action is necessary to comply with the Trust’s duties under the Transfer
Agreement.  The Administrator, on behalf
of the Trust, shall prepare for execution by the Trust or shall cause the
preparation by other appropriate persons of all such documents, reports,
filings, instruments, certificates and opinions as it shall be the duty of the
Trust (or Trustee) to prepare, file or deliver pursuant to the Transfer
Agreement.  In furtherance of the
foregoing, the Administrator, on behalf of the Trust (or Trustee), shall take
or cause the Servicer to take all appropriate action that is the duty of the
Trust to take pursuant to such documents, including, without limitation, such
of the foregoing as are required with respect to the following matters
(references in this Section are to sections of the Transfer Agreement):


 


(i)                                     taking
receipt of the Transfer List (Section 2.1(b));


 


(ii)                                  offsetting
of any amounts owed by an Originator to the Trust against the Sale Price paid
to such Originator (Section 2.3(b));


 


(iii)                               taking
receipt of each Transfer Notice, mitigating any loss or expense incurred by the
Trust as a result of any failure by the Originator to complete a Transfer,
notifying the Originator of any such loss or expense and delivering an
officer’s certificate setting forth the calculations of such loss
(Section 2.3(c));


 


(iv)                              requesting
of any delivery of approvals, consents, opinions, document and instruments by
each Originator as a condition precedent to any transfer (Section 3.2(d));


 


(v)                                 requesting
an audit, visit, or inspection of any properties of an Originator
(Section 4.2(b));


 


(vi)                              giving
written consent to an Originator to assign, transfer, hypothecate or otherwise
convey such Originator’s rights, benefits, obligations or duties under the
Transfer Agreement (Section 8.3);


 


(vii)                           amending,
modifying, terminating or waiving any provision of the Transfer Agreement or
any other Related Documents (Section 8.6);


 


(viii)                        consenting
to news releases or public announcements pertaining to the transactions
contemplated by the Related Documents (Section 8.12(b));


 


(ix)                                requesting
action to be taken by each Originator that may be necessary or desirable
(Section 8.13(a)); and


 


(x)                                   performing
or causing the performance of any agreement or obligation that any Originator
fails to perform (Section 8.13(b)).


 


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(b)                                 Duties
with Respect to the Funding Agreement. 
The Administrator, on behalf of the Trust, shall perform the
administrative duties of the Trust under the Funding Agreement.  The Administrator, on behalf of the Trust,
shall monitor the performance of the Trust and shall advise the Trust when
action is necessary to comply with the Trust’s duties under the Funding
Agreement.  The Administrator, on behalf
of the Trust, shall prepare for execution by the Trust or shall cause the
preparation by other appropriate persons of all such documents, reports,
filings, instruments, certificates and opinions as it shall be the duty of the
Trust (or Trustee) to prepare, file or deliver pursuant to the Funding
Agreement.  In furtherance of the
foregoing, the Administrator, on behalf of the Trust (or Trustee), shall take
or cause the Servicer to take all appropriate action that is the duty of the
Trust to take pursuant to such documents, including, without limitation, such
of the foregoing as are required with respect to the following matters (references
in this Section are to sections of the Funding Agreement):


 


(i)                                     notifying
the Lender and the Operating Agent of each Advance (Section 2.4);


 


(ii)                                  providing
documents, instruments, agreements, acknowledgment copies of financing
statements and legal opinions to the Lender and Operating Agent, as the Lender
and the Operating Agent shall request (Section 3.1(a));


 


(iii)                               obtaining
all required consents and approvals of all Persons, to the execution, delivery
and performance of the Related Documents and providing an Officer’s Certificate
for the Trust that no such consents are approvals are required
(Section 3.1(b));


 


(iv)                              causing
compliance in all material respects with all applicable foreign, federal, state
and local laws and regulations (Sections 3.1(c) and 5.1(a));


 


(v)                                 taking
any action, including delivery of approvals, consents, opinions, notices,
documents and instruments to the Lender and the Operating Agent, as the Lender
or the Operating Agent may reasonably request or a Rating Agency may request
(Section 3.2(g));


 


(vi)                              filing
of all United States Federal income tax returns and all other material tax
returns, paying all taxes shown on such returns and paying or contesting any
assessments received by the Trust relating to such returns (Section 4.1(i));


 


(vii)                           operating
the Trust in a manner such that the separate existence of the Trust and GECS
would not be disregarded in the event of the bankruptcy or insolvency of GECS
(Section 4.1(q));


 


(viii)                        maintaining
all deposit or bank accounts at the banks or financial institutions listed on
Schedule 4.1(r) of the Funding Agreement (Section 4.1 (r));


 


(ix)                                causing
all things necessary to preserve and keep in full force and effect the Trust’s
statutory trust existence and its rights and franchises (Section 5.1(b));


 


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(x)                                   transferring
to the Servicer, and in any event no later than the first Business Day after
receipt thereof, all Collections that the Trust may receive with respect to any
Transferred Receivable (Section 5.1(c));


 


(xi)                                paying,
performing and discharging or causing to be paid, performed and discharged
promptly all charges payable by the Trust (Section 5.1(e));


 


(xii)                             entering
into hedge arrangements acceptable to the Lender with respect to any Transferred
Assets that accrue interest at a fixed rate (Section 5.1(f));


 


(xiii)                          notifying
the Servicer to make all future payments to a new Blocked Account with a new
Blocked Account Bank (Section 6.1(a)(ii));


 


(xiv)                         instructing
each Blocked Account Bank to transfer available funds deposited in the Blocked
Account to the Collection Account upon the occurrence of a Servicer Downgrade
Event (Section 6.1(b)(ii));


 


(xv)                            depositing
into the Collection account, from the Borrower’s funds, an amount sufficient to
make payments required pursuant to Section 6.3(b) (Section 6.6);


 


(xvi)                         furnishing
the Servicer with any powers of attorney and other documents necessary or
appropriate to enable the Servicer to carry out its servicing and
administrative duties under the Funding Agreement and cooperating with the
Servicer to collect the Transferred Receivables and discharge its duties under
the Related Documents (Section 7.4);


 


(xvii)                      enforcing
the obligations of the Performance Guarantor (Section 7.8);


 


(xviii)                   maintaining the
Trust’s chief place of business and chief executive offices and the office
where the Trust keeps its Records at the locations specified in
Section 4.1(b) of the Funding Agreement or providing notice to the
Collateral Agent, of such other location (Section 8.6(a));


 


(xix)                           maintaining
the Records with respect to each Transferred Receivable, permitting
representatives of the Operating Agent and the Collateral Agent to perform the
tasks as provided for in Section 8.6(a) of the Funding Agreement;


 


(xx)                              collecting,
or causing to be collected, all amount due or to become due to the Trust under
the Transferred Receivables, the Borrower Assigned Agreements and any other
Borrower Collateral (Section 8.6(b));


 


(xxi)                           maintaining
satisfactory and complete records of the Collateral and delivering all of the
Trust’s facilities, personal books and records pertinent to the Collateral and
allowing the Collateral Agent to occupy the premises of the Trust and utilize
such premises, equipment or any personnel of the Trust that the Collateral
Agent may wish to employ to administer, service and collect the Transferred
Receivables (Section 8.6(c));


 


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(xxii)                        performing
and observing all terms and provision of the Borrower Assigned Agreements and
making to any other party to the Borrower Assigned Agreements such demands and
requests for information and reports or for action as the Trust is entitled to
make (Section 8.6(d));


 


(xxiii)                     advising the
Lender, the Operating Agent and the Collateral Agent  of any Adverse Claim known to it made or asserted against any of
the Borrower Collateral and of the occurrence of any event which would have a
material adverse affect on the aggregate value of the Borrower Collateral or on
the assignments and security interests granted by the Trust under
Section 8.6(e) the Funding Agreement;


 


(xxiv)                    taking any
further action that may be necessary or desirable or that the Lender, the
Operating Agent of the Collateral Agent may request and filing financing or
continuation statements or amendment thereto or such other instruments or
notices as may be necessary (Section 8.6(f));


 


(xxv)                       requesting
a release, termination statement or the like from the Lender from a Lien on any
Transferred Assets, upon the exercise of a purchase option by a Retailer
(Section 8.7);


 


(xxvi)                    delivering or
causing to be delivered all of the Borrower Collateral sold to the purchaser or
the purchasers in accordance with Section 10 of the Funding Agreement;


 


(xxvii)                 notifying each
Rating Agency of the identity of the holder of the Note if such holder is not
the Collateral Agent (Section 10.1(c));


 


(xxviii)              providing consent to
any party to the Funding Agreement to issue any news releases or public
announcement pertaining to the transactions contemplated under the Related
Documents (Section 14.5);


 


(xxix)                      amending,
modifying or terminating any provision of the Funding Agreement or Related
Documents(Section 14.8);


 


(xxx)                         executing
and delivering any other further instruments and documents and taking any other
further action that may be necessary or desirable or that the Lender, the
Operating Agent or the Collateral Agent may request (Section 14.15); and


 


(xxxi)                      taking such
further actions as may be required to effectuate the intent that the Trust be
treated as a FASIT (Section 16.1).


 


(c)                                  Duties
with Respect to the Trust.    The
Administrator shall perform such calculations, and shall prepare for execution
by the Trust (or the Trustee, on behalf of the Trust) or shall cause the
preparation by other appropriate persons, of all such documents, reports,
filings, instruments, certificates and opinions, as it shall be the duty of the
Trust (or the Trustee, on behalf of the Trust), to perform, prepare, file or
deliver pursuant to the Related Documents. 
At the request of the Trust, the Administrator shall take all
appropriate action that it is the duty of the Trust (or the Trustee, on behalf
of the Trust), to take pursuant to the Related Documents.  Subject to Section 5 of this
Agreement, and in accordance with the directions of the Trust (or the


 


5

















 


Trustee, on behalf of the
Trust), the Administrator, on behalf of the Trust, shall administer, perform or
supervise the performance of such other activities permitted by the Related
Documents (including the Related Documents) as are not covered by any of the
foregoing and as are expressly requested by the Trust (or the Trustee, on
behalf of the Trust), and are reasonably within the capability of the Administrator.


 


(i)                                     The
Administrator, on behalf of the Trust, shall perform the duties specified in
Section 10.2 of the Trust Agreement required to be performed in connection
with the resignation or removal of the Trustee, and any other duties expressly
required to be performed by the Administrator under the Trust.


 


(ii)                                  In
carrying out the foregoing duties or any of its other obligations under this
Agreement, the Administrator may enter into transactions with or otherwise deal
with any of its affiliates; provided, however, that the terms of any such
transactions or dealings shall be in accordance with any directions received
from the Trust and shall be, in the Administrator’s opinion, no less favorable
to the Trust than would be available from unaffiliated parties.


 


(iii)                               The
Administrator hereby agrees to execute on behalf of the Trust all such
documents, reports, filings, instruments, certificates and opinions as it shall
be the duty of the Trust to prepare, file or deliver pursuant to the Related
Documents or otherwise by law.


 


(d)                                 Non-Ministerial
Matters.    With respect to matters
that in the reasonable judgment of the Administrator are non-ministerial, the
Administrator shall not take any action unless within a reasonable time before
the taking of such action the Administrator shall have notified the Trustee or
the Trust, as applicable, of the proposed action and the Trustee or the Trust,
as applicable, shall have consented or provided an alternative direction.  For the purpose of the preceding sentence, “non-ministerial
matters”
shall include, without limitation:


 


(A)                              the
initiation of any claim or lawsuit by the Trust and the compromise of any
action, claim or lawsuit brought by or against the Trust (other than in
connection with the collection of the Transferred Receivables);


 


(B)                                the
amendment, change, supplement or modification of the Related Documents; and


 


(C)                                the
appointment of successor Certificate Registrars and successor Trustees pursuant
to the Trust Agreement or the appointment of successor Administrators.


 


(ii)                                  Notwithstanding
anything to the contrary in this Agreement, the Administrator shall not be
obligated to, and shall not take any other action that the Trust directs the
Administrator not to take on its behalf.


 


2.                                       Records.  The
Administrator shall maintain appropriate books of account and records relating
to services performed hereunder, which books of account and records shall be
accessible for inspection by the Trust or its designees, at any time during
normal business hours.


 


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3.                                       Compensation.  As compensation for the performance of the
Administrator’s obligations under this Agreement and as reimbursement for its
expenses related thereto, the Administrator shall be entitled to $350 per month
payable in arrears on each Settlement Date, which payment shall be solely an
obligation of the Trust.


 


4.                                       Additional Information To Be Furnished to the
Trust.  The Administrator
shall furnish to the Trust from time to time such additional information
regarding the Collateral as the Trust shall reasonably request.


 


5.                                       Independence of the Administrator.  For all purposes of this Agreement, the
Administrator shall be an independent contractor and shall not be subject to
the supervision of the Trust with respect to the manner in which it
accomplishes the performance of its obligations hereunder.  Unless expressly authorized by the Trust,
the Administrator shall have no authority to act for or represent the Trust in
any way (other than as permitted hereunder) and shall not otherwise be deemed
an agent of the Trust.


 


6.                                       No Joint Venture.  Nothing contained in this Agreement: (i)
shall constitute the Administrator and the Trust as members of any partnership,
joint venture, association, syndicate, unincorporated business or other
separate entity, (ii) shall be construed to impose any liability as such on any
of them or (iii) shall be deemed to confer on any of them any express, implied
or apparent authority to incur any obligation or liability on behalf of the
others.


 


7.                                       Other Activities of the Administrator.  Nothing herein shall prevent the
Administrator or its Affiliates from engaging in other businesses or, in their
sole discretion, from acting in a similar capacity as an administrator for any
other Person even though such Person may engage in business activities similar
to those of the Trust.


 


8.                                       Term of Agreement; Resignation and Removal of the
Administrator.    This
Agreement shall continue in force until the dissolution of the Trust, upon
which event this Agreement shall automatically terminate.


 


(b)                                 Subject
to Section 8(g), the Administrator may resign its duties hereunder
by providing the Trust and the Servicer with at least 60 days’ prior written
notice.


 


(c)                                  Subject
to Section 8(e), the Trust may remove the Administrator without
cause by providing the Administrator and the Servicer with at least 60 days’
prior written notice.


 


(d)                                 Subject
to Section 8(e), at the sole option of the Trust, the Administrator
may be removed immediately upon written notice of termination from the Trust to
the Administrator and the Servicer if any of the following events shall occur:


 


(i)                                     the
Administrator shall default in the performance of any of its duties under this
Agreement and, after notice of such default, shall not cure such default within
ten days (or, if such default cannot be cured in such time, shall not give
within ten days such assurance of cure as shall be reasonably satisfactory to
the Trust);


 


(ii)                                  a
court having jurisdiction in the premises shall enter a decree or order for
relief, and such decree or order shall not have been vacated within 60 days, in
respect of


 


7

















 


the Administrator in any
involuntary case under any applicable bankruptcy, insolvency or other similar
law now or hereafter in effect or appoint a receiver, liquidator, assignee,
custodian, trustee, sequestrator or similar official for the Administrator or
any substantial part of its property or order the winding-up or liquidation of
its affairs; or


 


(iii)                               the
Administrator shall commence a voluntary case under any applicable bankruptcy,
insolvency or other similar law now or hereafter in effect, shall consent to
the entry of an order for relief in an involuntary case under any such law, or
shall consent to the appointment of a receiver, liquidator, assignee, trustee,
custodian, sequestrator or similar official for the Administrator or any
substantial part of its property, shall consent to the taking of possession by
any such official of any substantial part of its property, shall make any
general assignment for the benefit of creditors or shall fail generally to pay
its debts as they become due.


 


The Administrator agrees
that if any of the events specified in clauses (ii) or (iii) of
this subsection shall occur, it shall give written notice thereof to the
Trust and the Servicer within seven days after the happening of such event.


 


(e)                                  Upon
the Administrator’s receipt of notice of termination, pursuant to Sections
8(c) or (d), or the Administrator’s resignation in accordance with
this Agreement, the predecessor Administrator shall continue to perform its
functions as Administrator under this Agreement, in the case of termination,
only until the date specified in such termination notice or, if no such date is
specified in a notice of termination, until receipt of such notice and, in the
case of resignation, until the later of: (x) the date 45 days from the delivery
to the Trust and the Servicer of written notice of such resignation (or written
confirmation of such notice) in accordance with this Agreement and (y) the date
upon which the predecessor Administrator shall become unable to act as
Administrator, as specified in the notice of resignation and accompanying
opinion of counsel.  In the event of the
Administrator’s termination hereunder, the Trust shall appoint a successor
Administrator, and the successor Administrator shall accept its appointment by
a written assumption.  No resignation or
removal of the Administrator pursuant to this Section shall be effective until:
(i) a successor Administrator shall have been appointed by the Trust and (ii)
such successor Administrator shall have agreed in writing to be bound by the
terms of this Agreement in the same manner as the Administrator is bound
hereunder.


 


(f)                                    Upon
appointment, the successor Administrator shall be the successor in all respects
to the predecessor Administrator and shall be subject to all the
responsibilities, duties and liabilities arising thereafter relating thereto
placed on the predecessor Administrator and shall be entitled to the
compensation specified in Section 3 and all the rights granted to
the predecessor Administrator by the terms and provisions of this Agreement.


 


(g)                                 The
appointment of any successor Administrator shall be effective only after
satisfaction of the Rating Agency Condition with respect to the proposed
appointment.


 


9.                                       Action upon Termination, Resignation or Removal.  Promptly upon the effective date of
termination of this Agreement pursuant to Section 8(a), or the
resignation or removal of the Administrator pursuant to Section 8(b)
or (c), respectively, the Administrator shall be entitled to be paid all
fees and reimbursable expenses accruing to it to the date of such termination,


 


8

















 


resignation or
removal.  The Administrator shall
forthwith upon such termination pursuant to Section 8(a) deliver to
the Trust all property and documents of or relating to the Collateral then in
the custody of the Administrator.  In
the event of the resignation or removal of the Administrator pursuant to Section 8(b)
or (c), respectively, the Administrator shall cooperate with the Trust
and take all reasonable steps requested to assist the Trust in making an
orderly transfer of the duties of the Administrator.


 


10.                                 Notices.  Any notice, report or other communication given hereunder shall
be in writing and addressed as follows:


 


(a)                                  if
to the Trust, to:


 


RFS Funding Trust 

c/o Deutsche Bank Trust Company Americas, as Trustee

Corporate Trust and Agency Services – Structured Finance Services

280 Park Avenue, 9th Floor


MS NYC03-918


New York, New York 10017


Attention: Susan Barstock


 


with a copy to the
Administrator:


 


General Electric Capital
Corporation, as Administrator

3001 Summer Street, 2nd Floor 

Stamford, Connecticut  06927

Attention:  Manager, Conduit
Administration

Telephone:                                    (203)
357-4328

Facsimile:                                            (203)
961 2953


 


(b)                                 if
to the Administrator, to:


 


General Electric Capital
Corporation, as Administrator

3001 Summer Street, 2nd Floor 

Stamford, Connecticut  06927

Attention:  Manager, Conduit
Administration

Telephone:                                    (203)
357-4328

Facsimile:                                            (203)
961 2953


 


or to such other address
as any party shall have provided to the other parties in writing.  Any notice required to be in writing
hereunder shall be deemed given if such notice is mailed by certified mail,
postage prepaid, or hand-delivered to the address of such party as provided
above.


 


11.                                 Amendments.  This Agreement may be amended from time to
time by a written amendment duly executed and delivered by the Trust and the
Administrator.  Promptly after the
execution of any such amendment, the Administrator shall furnish written
notification of the substance of such amendment or consent to each
Certificateholder and each of the Rating Agencies.


 


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12.                                 Successors and Assigns.  This Agreement may not be assigned by the
Administrator unless such assignment is previously consented to in writing by
the Trust and subject to the satisfaction of the Rating Agency Condition in
respect thereof.  An assignment with
such consent and satisfaction, if accepted by the assignee, shall bind the
assignee hereunder in the same manner as the Administrator is bound hereunder.
Notwithstanding the foregoing, this Agreement may be assigned by the
Administrator without the consent of the Trust to a corporation or other
organization that is a successor (by merger, consolidation or purchase of
assets) to the Administrator, provided that such successor organization
executes and delivers to the Trust, an agreement in which such corporation or
other organization agrees to be bound hereunder by the terms of said assignment
in the same manner as the Administrator is bound hereunder.  Subject to the foregoing, this Agreement
shall bind any successors or assigns of the parties hereto.


 


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


 


(b)                                 EACH
PARTY HERETO HEREBY CONSENTS AND AGREES THAT THE STATE OR FEDERAL COURTS
LOCATED IN THE BOROUGH OF MANHATTAN IN NEW YORK CITY SHALL HAVE EXCLUSIVE
JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN THEM
PERTAINING TO THIS AGREEMENT OR TO ANY MATTER ARISING OUT OF OR RELATING TO
THIS AGREEMENT; PROVIDED, THAT EACH PARTY HERETO ACKNOWLEDGES THAT ANY APPEALS
FROM THOSE COURTS MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE OF THE BOROUGH
OF MANHATTAN IN NEW YORK CITY; PROVIDED, FURTHER, THAT NOTHING IN THIS
AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE THE LENDER FROM BRINGING SUIT
OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO REALIZE ON THE
BORROWER COLLATERAL OR ANY OTHER SECURITY FOR THE BORROWER SECURED OBLIGATIONS,
OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF THE LENDER.  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


 


10

















 


ACCORDANCE WITH
SECTION 10 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.


 


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


 


14.                                 Other Interpretive Matters.  All terms defined directly or by
incorporation in this Agreement shall have the defined meanings when used in
any document delivered pursuant thereto unless otherwise defined therein.  For purposes of this Agreement, 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 GECC fiscal
calendar; (b) references to any amount as on deposit or outstanding on any
particular date means such amount at the close of business on such day; (c) the
words “hereof,”
“herein”
and “hereunder”
and words of similar import refer to this Agreement as a whole and not to any
particular provision of this Agreement; (d) references to any Section,
Schedule or Exhibit are references to Sections, Schedules and Exhibits in
or to this Agreement, and references to any paragraph, subsection, clause or
other subdivision within any Section or definition refer to such
paragraph, subsection, clause or other subdivision of such Section or
definition; (e) the term “including” means “including without
limitation”;
(f) 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; (g)
references to any agreement refer to that agreement as from time to time
amended, restated or supplemented or as the terms of such agreement are waived
or modified in accordance with its terms; (h) references to any Person include
that Person’s successors and assigns; and (i) headings are for purposes of
reference only and shall not otherwise affect the meaning or interpretation of
any provision hereof.


 


15.                                 Headings.  The section headings hereof have been
inserted for convenience of reference only and shall not be construed to affect
the meaning, construction or effect of this Agreement.


 


11

















 


16.                                 Counterparts.  This Agreement may be executed in
counterparts, all of which when so executed shall together constitute but one
and the same agreement.


 


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


 


18.                                 Not Applicable to GECC in Other Capacities.  Nothing in this Agreement shall affect any
obligation GECC may have in any other capacity.


 


19.                                 Limitation of Liability of the Trustee.  Notwithstanding anything contained herein to
the contrary, this instrument has been countersigned by Deutsche Bank Trust
Company Delaware, not in its individual capacity but solely in its capacity as
Trustee of the Trust, and in no event shall Deutsche Bank Trust Company
Delaware, in its individual capacity, or any beneficial owner of the Trust have
any liability for the representations, warranties, covenants, agreements or
other obligations of the Trust hereunder, as to all of which recourse shall be
had solely to the assets of the Trust. 
For all purposes of this Agreement, in the performance of any duties or
obligations of the Trust thereunder, the Trustee shall be subject to, and
entitled to the benefits of, the terms and provisions of Article VIII of
the Trust Agreement.


 


20.                                 Indemnification.  The Administrator shall indemnify the Trust
(and its officers, directors, employees, trustees, and agents) (the “Indemnified
Parties”) for, and hold them harmless against, any losses, liability or
expense, including attorneys’ fees reasonably incurred by them (all of the
foregoing being collectively referred to as “Indemnified Amounts”),
incurred without [gross negligence or willful misconduct] on their part,
arising out of or in connection with: (i) actions taken by either of them
pursuant to instructions given by the Administrator pursuant to this Agreement
or (ii) the failure of the Administrator to perform its obligations hereunder.  The indemnities contained in this
Section shall survive the termination of this Agreement and the
resignation or removal of the Administrator or the Trust.


 


In the event any
proceeding (including any governmental investigation) shall be instituted
involving any Indemnified Party pursuant to the preceding paragraph, such
person shall promptly notify the Administrator in writing, and the
Administrator shall have the option to assume the defense thereof, including
the retention of counsel reasonably satisfactory to such Indemnified Party to
represent such Indemnified Party in such proceeding and shall pay the
reasonable fees and disbursements of such counsel related to such proceeding
upon delivery to the Administrator of demand therefor.  In any such proceeding, any Indemnified
Party shall have the right to retain its own counsel, but the fees and expenses
of such counsel shall be at the expense of such Indemnified Party unless (i)
the Administrator has failed to assume the defense thereof, (ii) the
Administrator and the Indemnified Party 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 Administrator and the
Indemnified Party 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
Administrator shall not, in connection with any proceeding or related
proceedings in the same jurisdiction, be liable for the fees and expenses of
more than one


 


12

















 


separate firm (in
addition to any local counsel) for all such Indemnified Parties.  the Administrator 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 Administrator agrees to indemnify the Indemnified Party from and against
any loss or liability by reason of such settlement or judgment.  the Administrator shall not, without the
prior written consent of the Indemnified Party, effect any settlement of any
pending or threatened proceeding in respect of which such Indemnified Party is
or could have been a party and indemnity could have been sought hereunder by
such Indemnified Party, unless such settlement includes an unconditional
release of such Indemnified Party from all liability on claims that are the
subject matter of such proceeding.


 


21.                                 No
Proceedings.  From and
after the Closing Date and until the date one year plus one day following the
Termination Date, the Administrative Agent shall not, directly or indirectly,
institute or cause to be instituted against the Trust any proceeding of the
type referred to in the definition of “Bankruptcy Event.”


 


13

















 


IN WITNESS WHEREOF, the
parties have caused this Agreement to be duly executed and delivered as of the
day and year first above written.


 


	
   

  	
  RFS FUNDING TRUST

  
	
   

  	
   

  
	
   

  	
  By:
  DEUTSCHE BANK TRUST

  COMPANY DELAWARE,

  
	
   

  	
  not in its individual
  capacity but solely as

  
	
   

  	
  Trustee on behalf of
  the Trust

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Susan Barstock

  	
   

  
	
   

  	
  Name:

  	
   

  	
  Susan Barstock

  	
   

  
	
   

  	
  Title:

  	
   

  	
  Attorney-in-Fact

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  GENERAL ELECTRIC
  CAPITAL CORPORATION,

  as Administrator

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Kristi Colburn

  	
   

  
	
   

  	
  Name:

  	
   

  	
  Kristi Colburn

  	
   

  
	
   

  	
  Title:

  	
   

  	
  Authorized Signatory

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  DEUTSCHE BANK TRUST
  COMPANY

  DELAWARE, not in its individual capacity

  but solely as trustee

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Susan Barstock

  	
   

  
	
   

  	
  Name:

  	
   

  	
  Susan Barstock

  	
   

  
	
   

  	
  Title:

  	
   

  	
  Attorney-in-Fact