EXHIBIT 4.7


 


INTERCREDITOR
AGREEMENT


 


 


dated as of September 25, 2003


 


relating to


 


RFS FUNDING TRUST


 

















 


This INTERCREDITOR AGREEMENT, dated as of September
25, 2003 (this “Agreement”), is executed and delivered by Edison Asset
Securitization, L.L.C., as lender (the “Lender”) under the Funding
Agreement referred to below, Deutsche Bank Trust Company Americas (“Deutsche
Bank”), as indenture trustee under the Indenture referred to below (in such
capacity, the “Indenture Trustee”) and RFS Funding Trust, a Delaware
statutory trust (“RFS Funding Trust”).


 


BACKGROUND


 


1.             Pursuant to a Funding
Agreement, dated as of June 27, 2003, between RFS Funding Trust and Lender (as
amended or otherwise modified from time to time, the “Funding Agreement”)
, which amends and restates a Third Amended and Restated Receivables Funding
and Servicing Agreement, the Lender has made, and has agreed to make, from time
to time, advances to RFS Funding Trust upon the terms and subject to the
conditions therein provided, secured by receivables included in the Indenture
Collateral and the proceeds thereof, as well as RFS Funding Trust’s rights
under certain related documents.


 


2.             Pursuant to a Master
Indenture, dated on or about the date hereof, between Deutsche Bank, as
indenture trustee, and GE Capital Credit Card Master Note Trust (the “Issuer”;
and such Master Indenture, as supplemented or otherwise modified from time to
time, including in connection with the issuance of various series of notes
thereunder, being the “Indenture”), Deutsche Bank has agreed to act as
Indenture Trustee for holders of notes (the “Notes”) to be issued by the
Issuer from time to time. The principal asset of the Issuer is a Note Trust
Certificate issued by RFS Funding Trust, representing an undivided beneficial interest
in a substantial majority of the receivables included in the Lender Collateral.


 


3.             Pursuant to an
Indenture Security Agreement, dated on or about the date hereof, between RFS
Funding Trust and the Indenture Trustee (as amended or otherwise modified from
time to time, the “Indenture Security Agreement”), RFS Funding Trust has
granted a security interest in the Indenture Collateral to the Indenture
Trustee to secure the Issuer’s obligations under the Notes.


 


4.             The parties hereto
wish to, among other things, set forth certain agreements with respect to the
Collateral and RFS Funding Trust.


 


NOW, THEREFORE, for good and valuable
consideration, the receipt of which is hereby acknowledged, the parties hereto
agree as follows:


 


SECTION 1     Definitions.
Except as otherwise specified or as the context may otherwise require, the
following capitalized terms have the meanings set forth below for all purposes
of this Agreement.


 


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


 


“Agreement” is defined in the preamble to this
Agreement.


 

















 


“Collateral” means all Receivables, proceeds
thereof and other property that, in each case, are or  is included in both the Indenture Collateral and the Lender
Collateral.


 


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


 


“Collections” means all items included in
“Collections” as defined in the Funding Agreement or the Indenture, and that,
in each case, are or is included in both the Indenture Collateral and the
Lender Collateral.


 


“Deutsche Bank” is defined in the preamble to
this 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.


 


“Funding Agreement” is defined in the
background statements to this Agreement.


 


“Indenture” is defined in the background
statements to this Agreement.


 


“Indenture Collateral” means the “Collateral”
under (and as defined in) the Indenture Security Agreement.


 


“Indenture Security Agreement” is defined in
the background statements to this Agreement.


 


“Indenture Supplement”
means, with respect to any Series, a supplement to the Indenture, executed and
delivered in connection with the original issuance of the Notes of such.


 


“Indenture Trustee” is defined in the preamble
to this Agreement.


 


“Issuer” is defined in the background statements
to this Agreement.


 


“Lender” is defined in the preamble to this
Agreement.


 


“Lender Collateral” means the “Borrower
Collateral” under (and as defined in) the Funding Agreement.


 


“Lender Collateral Interest Percentage” is
defined in the Trust Agreement.


 


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


 


“Notes” is defined in the background statements
to this Agreement.


 


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


 


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


 


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


 


“Rating Agency”
means (a) as to each Series, the rating agency or agencies, if any, specified
in the related Indenture Supplement and (b) as to the Lender’s commercial paper
notes, Moody’s Investors Service, Inc. and Standard & Poor’s Ratings
Service, a division of the McGraw Hill Companies, Inc.


 


“Rating Agency Condition”
means, with respect to any action, that each Rating Agency, if any, shall have
notified the Issuer or the Lender in writing that such action will not result
in a reduction or withdrawal of the rating, if any, of (a) in the case of the
Issuer, any outstanding Series or class of Notes with respect to which it is a
Rating Agency and (b) in the case of the Lender, the Lender’s commercial paper
notes.


 


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


 


“RFS Funding Trust” is defined in the preamble
to this Agreement.


 


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


 


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


 


“Servicing Agreement”
means the Servicing Agreement dated as of June 27, 2003, among the Servicer,
RFS Funding Trust and the Issuer.


 


“Specified Retailer Receivables” means
Principal Receivables arising in Accounts relating to Monogram’s credit card
programs for Home Depot U.S.A., Inc. or Montgomery Ward, Incorporated.


 


“Trust Agreement” means the Trust Agreement
pursuant to which RFS Funding Trust was formed, as amended and restated as of
June 27, 2003.


 


“Trust Receivables Purchase Agreement” means
that certain Receivable Purchase and Contribution Agreement dated as of June
27, 2003 and as amended as of September 25, 2003, by the First Amendment to the
Receivables Purchase and Contribution Agreement, between RFS Holding, L.L.C.
and RFS Funding Trust.


 


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


 


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SECTION 2     Other Interpretive Matters. All terms defined
directly or by reference in this Agreement shall have the defined meanings when
used in any certificate or other document delivered pursuant hereto unless
otherwise defined therein. For purposes of this Agreement, each and all such
certificates and other documents, unless the context otherwise requires:
(a) accounting terms not otherwise defined herein and accounting terms
partly defined herein to the extent not defined, shall have the respective
meanings given to them under generally accepted accounting principles; (b)
unless defined in this Agreement or the context otherwise requires, capitalized
terms used in this Agreement 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 Agreement (or the certificate or other
document in which they are used) as a whole and not to any particular provision
of this Agreement (or 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 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; (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) subject to Section 7, references to any agreement
refer to that agreement as from time to time amended, restated or supplemented
or as the terms of such agreement are waived or modified in accordance with its
terms; and (j) references to any Person include that Person’s successors and
permitted assigns.


 


SECTION 3     Equal
Priority. The UCC financing statement relating to the Lender’s security
interest in the Lender Collateral was filed prior to the financing statement
relating to the Indenture Trustee’s security interest in the Indenture
Collateral, which provides Lender a perfected security interest prior to the
Indenture Trustee’s security interest in the Collateral under the terms of the
UCC. Notwithstanding that fact, the Lender and the Indenture Trustee agree that
their security interests in the Collateral shall be of equal rank and priority
with each other; provided, that the foregoing agreement shall not apply
at any time when (a) the security interest of either the Lender or the
Indenture Trustee has ceased to be perfected or (b) because of any temporary
cessation of perfection of the security interest of either the Lender or the
Indenture Trustee, any other Person has a security interest or other claim on
the Collateral that has priority over one but not both of the security
interests of the Lender and the Indenture Trustee.  Without prejudice to the foregoing proviso, neither Lender nor
Indenture Trustee shall initiate any challenge to the perfection or validity of
the security interest held by the other in the Collateral.


 


SECTION 4     Application
and Release of Collections in the Ordinary Course. Pursuant to the
Servicing Agreement, the Servicer has agreed to service the Receivables
included in the Collateral and, among other things, to apply Collections of
those Receivables as required by Section 6.3 of the Funding Agreement, Section
8.4 of the Indenture (as supplemented by each Indenture Supplement) and Section
5.1 of the Trust Agreement. Such Collections constitute proceeds of
Collateral, in which proceeds each of Lender and Indenture Trustee have
perfected security interests. Lender and Indenture Trustee each hereby consent
to the application of Collections in accordance with the terms of the
referenced documents. Upon any application of


 


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any portion of Collections for
the benefit of holders of Notes or other transaction parties in accordance with
the terms of the Indenture and the Trust Agreement, Lender hereby releases such
Collections from its security interest. Upon any application of any portion of
Collections for the benefit of Lender or other transaction parties in
accordance with the terms of the Funding Agreement and the Trust Agreement,
Indenture Trustee hereby releases such Collections from its security interest.
No amendment or other modification to the Trust Agreement made after the date
hereof that affects the allocation of Collections shall be given effect for
purposes of this Agreement unless consented to by the Lender and the Indenture
Trustee.  Subject to the proviso in Section
3 of this Agreement, if, notwithstanding the intent of the parties that the
security interests of the Lender and the Indenture Trustee be equal in rank and
priority, for any reason the agreement of the parties is not enforced in any
distribution of assets of RFS Funding Trust in any bankruptcy, liquidation or
other proceeding, or if either the Lender or the Indenture Trustee receives
proceeds of the Collateral or other distributions on account of the Collateral
in excess of such party’s pro rata share of such proceeds or distribution, then
such party receiving such proceeds or distribution shall immediately turn over
to the other an amount sufficient to cause each to have received a pro rata
amount.


 


SECTION 5     Exercise
of Remedies. Pursuant to (i) the Funding Agreement, in the case of the
Lender, (ii) the Indenture and the Indenture Security Agreement, in the case
the Indenture Trustee, and (iii) applicable law, in the case of either, the
Lender or the Indenture Trustee may be entitled to sell or foreclose upon
receivables included in the Collateral in certain circumstances. In the event
of any such sale or foreclosure by the Lender, the Lender agrees that, at any
time when any Notes or other secured obligations are outstanding under the
Indenture, it shall not, without the consent of the Indenture Trustee, sell or
foreclose upon any Collateral other than Receivables consisting of (a)
Specified Retailer Receivables, (b) other randomly selected Principal
Receivables with an aggregate Outstanding Balance not in excess of the Lender’s
Collateral Interest Percentage (at the time of sale) of Principal Receivables
other than Specified Retailer Receivables and (c) Finance Charge Receivables
relating to the Principal Receivables specified in clauses (a) and (b).  In the event of any such sale or foreclosure
by the Indenture Trustee, the Indenture Trustee agrees that, at any time when
any secured obligations are outstanding under the Funding Agreement, it shall
not, without the consent of the Lender, sell or foreclose upon any Collateral
other than receivables consisting of (x) randomly selected Principal
Receivables (excluding Specified Retailer Receivables) with an aggregate
Outstanding Balance not to exceed, for each Series of Notes with respect to
which a sale or foreclosure is being made, the related Collateral Amount at the
time of sale and (y) Finance Charge Receivables relating to the Principal
Receivables specified in clause (x). Upon any sale or foreclosure
complying with the applicable foregoing limitation, the Indenture Trustee (in
the case of a sale or foreclosure by the Lender) or the Lender (in the case of
a sale or foreclosure by the Indenture Trustee) hereby releases the Receivables
that are the subject of such sale or foreclosure and their proceeds from its
security interest. Any other proceeds of Receivables obtained by either Lender
or Indenture Trustee in the exercise of any remedies shall be subject to the
allocation provisions in the Trust Agreement.


 


SECTION 6     Further
Assurances. Each of the Indenture Trustee and the Lender agrees, upon the
other’s request, to execute and deliver UCC partial release statements and
other documents and instruments that may be reasonably requested in order to
evidence the release provided for in Section  5; provided that
failure to execute and deliver any partial release statements, documents or
instruments shall not affect or impair the release


 


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provided for in this Section
5.


 


SECTION 7     Funding
Agreement, Indenture and Trust Receivables Purchase Agreement. Any
provisions of the Funding Agreement may be waived, amended or otherwise
modified without the consent of the Indenture Trustee. Any provision of the
Indenture may be waived, amended or otherwise modified without the consent of
the Lender.  However, no amendment or
other modification to the Funding Agreement or the Indenture that affects the
meaning of any defined term used in this Agreement shall be given effect for
purposes of this Agreement unless consented to in writing by each party to this
Agreement. RFS Funding Trust will not consent to any amendment or other
modification to the Trust Receivables Purchase Agreement that affects the
meaning of any defined term used in this Agreement unless consented to in
writing by each party to this Agreement.


 


SECTION 8     Bankruptcy
Petition Against RFS Funding Trust. The Lender and the Indenture Trustee
each hereby covenants and agrees that it will not at any time institute against
RFS Funding Trust, or solicit or join or cooperate with or encourage any institution
against RFS Funding Trust of, any bankruptcy, reorganization, arrangement,
insolvency or liquidation proceedings, or other proceedings under any United
States federal or state bankruptcy or similar law in connection with any
obligations relating to the Notes, the Indenture, the Funding Agreement or any
related documents; provided, however, the Lender and the
Indenture Trustee may jointly institute, join or cooperate with any such
proceeding if the Lender and Noteholders representing not less than 66-2/3% of
the Outstanding Principal Balance of each class of Notes of each Series
outstanding at the time have consented thereto in writing. The foregoing shall
not limit the rights of the Lender or the Indenture Trustee to file any claim
in or otherwise take any action with respect to any insolvency proceeding that
was instituted against RFS Funding Trust by any Person other than the Lender or
the Indenture Trustee, respectively.


 


SECTION 9     Bankruptcy
Petition Against Lender. Each of the Indenture Trustee and RFS Funding
Trust further covenants and agrees that it will not at any time institute
against Lender, or solicit or join or cooperate with or encourage any
institution against Lender of, any bankruptcy, reorganization, arrangement,
insolvency or liquidation proceedings, or other proceedings under any United
States federal or state bankruptcy or similar law. The foregoing shall not
limit the rights of the Indenture Trustee or RFS Funding Trust to file any
claim in or otherwise take any action with respect to any insolvency proceeding
that was instituted against Lender by any Person other than the Indenture
Trustee or RFS Funding Trust.


 


SECTION 10   Other
Bankruptcy Provisions. (a) Notwithstanding anything contained herein to the
contrary, each of the parties hereto agrees that this Agreement constitutes a
“subordination agreement” for the purposes of Section 510(a) of the U.S.
Bankruptcy Code.


 


(b)           This Agreement shall be
applicable both before and after the filing of any petition by or against RFS
Funding Trust under the U.S. Bankruptcy Code and all converted or succeeding
cases in respect thereof, and all references herein to RFS Funding Trust shall
be deemed to apply to a bankruptcy trustee for RFS Funding Trust and RFS
Funding Trust as debtor-in-possession. The relative rights of the Indenture
Trustee and the Lender in or to any distributions from or in respect of any
Collateral or proceeds of Collateral, shall continue after


 


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the filing thereof on the
same basis as prior to the date of the petition, notwithstanding any court
order approving the financing of or use of cash collateral by RFS Funding Trust
as debtor-in-possession or by any bankruptcy trustee appointed in its case.


 


SECTION 11   Miscellaneous.


 


(a)           Notices. All
notices and other communications provided for hereunder shall, unless otherwise
stated herein, be in writing (including telecommunications and communication by
facsimile transmission) and mailed, transmitted or delivered, as to each party
hereto, at its address set forth on Schedule 11(a) or at such other
address as shall be designated by such party in a written notice to the other
parties hereto. All such notices and communications shall be effective upon
receipt, or (i) in the case of notice by mail, three Business Days after being
deposited in the mails, postage prepaid, and (ii) in the case of notice by
facsimile transmission, upon the earlier to occur of (A) completion of
transmission and telephone confirmation of receipt or (B) the recipient’s close
of business on the date of transmission, in each case addressed as aforesaid.


 


(b)           Agreement Absolute.
This Agreement shall be and remain absolute and unconditional under any and all
circumstances, and no acts or omissions on the part of any other party to this
Agreement shall affect or impair the agreement of any party to this Agreement,
unless otherwise agreed to in writing by all of the parties hereto.


 


(c)           Successors and
Assigns. This Agreement shall be binding upon and inure to the benefit of
each of the parties hereto and their respective successors and assigns. The
successors and assigns for RFS Funding Trust shall include a
debtor-in-possession or bankruptcy trustee of or for such party. The successors
and assigns for the Indenture Trustee and the Lender shall include any
successor to the Indenture Trustee or the Lender appointed under the terms of
the Indenture or the Funding Agreement, as applicable. Each of the Indenture
Trustee and the Lender agrees not to transfer any interest it may have in the
Indenture or the Funding Agreement (other than the granting of participations)
unless such transferee has been notified of the existence of this Agreement and
has agreed to be bound hereby. If the Lender grants a participation in the Funding
Agreement to any participant, the Lender shall disclose to such participant the
existence and the terms of this Agreement.


 


(d)           Third-Party
Beneficiaries. The terms and provisions of this Agreement shall be for the
sole benefit of the Indenture Trustee, the Lender and their respective
successors and assigns and no other Person shall have any right, benefit, or
priority by reason of this Agreement.


 


(e)           GOVERNING LAW. THIS AGREEMENT, INCLUDING THE RIGHTS AND
DUTIES OF THE PARTIES HERETO, SHALL BE GOVERNED BY, AND CONSTRUED 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 CONFLICTS OF LAW
PROVISIONS THEREOF).


 


(f)            CONSENT TO JURISDICTION; WAIVER OF
IMMUNITIES.  EACH PARTY HERETO
HEREBY CONSENTS AND AGREES THAT THE STATE OR FEDERAL


 


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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 OR THE
INDENTURE TRUSTEE FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER
JURISDICTION TO REALIZE ON THE COLLATERAL, OR TO ENFORCE A JUDGMENT OR OTHER
COURT ORDER IN FAVOR OF THE LENDER OR 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 11(a) AND THAT SERVICE SO
MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF SUCH PARTY’S ACTUAL RECEIPT
THEREOF OR THREE DAYS AFTER DEPOSIT IN THE UNITED STATES MAIL, PROPER POSTAGE
PREPAID. NOTHING IN THIS SECTION SHALL AFFECT THE RIGHT OF ANY PARTY HERETO TO
SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.


 


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


 


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(g)           Section Titles.
The article and section headings contained in this Agreement are and shall be
without substantive meaning or content of any kind whatsoever and are not a
part of the agreement between the parties hereto.


 


(h)           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 or thereof or affecting the validity or enforceability of such provision
in any other jurisdiction.


 


(i)            No Waiver;
Amendments in Writing. No delay on the part of any party to this Agreement
in the exercise of any right, power or remedy shall operate as a waiver
thereof, nor shall any single or partial exercise by any such party of any
right, power or remedy preclude other or further exercise thereof, or the
exercise of any other right, power or remedy. No waiver, amendment or other
modification of, or consent with respect to, any provision of this Agreement
shall be effective unless the same shall be in writing and shall be signed by
the party purported to have consented to such waiver, amendment or other
modification. This Agreement may not be amended or otherwise modified without
satisfying the Rating Agency Condition.


 


(j)            Execution in Counterparts.
This Agreement may be executed in any number of counterparts and by different
parties hereto in separate counterparts, each of which when so executed shall
be deemed to be an original and all of which when taken together shall
constitute one and the same agreement. Executed counterparts may be delivered
electronically or by facsimile.


 


(k)           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 (as defined in
the Trust Agreement) of RFS Funding Trust, and in no event shall Deutsche Bank
Trust Company Delaware, in its individual capacity, or any beneficial owner of
RFS Funding Trust have any liability for the representations, warranties,
covenants, agreements or other obligations of the RFS Funding Trust hereunder,
as to all of which recourse shall be had solely to the assets of RFS Funding
Trust.  For all purposes of this
Agreement, in the performance of any duties or obligations of RFS Funding 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.


 


 


[Signatures Follow on Next Page]


 


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


 


	
   

  	
  Edison Asset
  Securitization, L.L.C.,  as the Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Steve A.
  Poulin

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Steve A. Poulin

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Authorized
  Signatory

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  deutsche bank trust company
  americas,
  as the Indenture Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Susan
  Barstock

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Susan Barstock

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  	
   

  
	
   

  	
   

  
	
   

  	
  RFS Funding Trust

  
	
   

  	
   

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Susan
  Barstock

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Susan Barstock

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  	
   

  



 


S-1

















 


In its capacity as “Collateral Agent” under (and as
defined in) the documents relating to the Lender’s commercial paper program,
General Electric Capital Corporation has been granted a security interest (the
“Program Security Interest”) in certain property of the Lender,
including the Lender’s security interest in the Collateral referred to above.
To the extent that it ever becomes entitled to exercise any rights with respect
to the Collateral pursuant to the security interest granted by the Lender,
General Electric Capital Corporation agrees to be bound by the terms of the
foregoing agreement as if it were the Lender. This consent is intended to bind
General Electric Capital Corporation in each of its capacities under the
Lender’s commercial paper program. General Electric Capital Corporation further
agrees that it will not assign any of its rights or obligations in any capacity
under which it is entitled to any of the benefits of the Program Security
Interest to any person unless (a) such person agrees in a writing addressed to
the Indenture Trustee that to the extent that such person ever becomes entitled
to exercise, or direct General Electric Capital Corporation in exercising, any
rights with respect to the Collateral pursuant to the security interest granted
by the Lender, such person agrees to be bound by the terms of the foregoing
agreement as if it were the Lender, (b) such person delivers to the Rating
Agencies customary legal opinions as to the enforceability of such letter
agreement and (c) the Rating Agency Condition is satisfied as to the form and
substance of that writing.


 


	
   

  	
  General Electric Capital
  Corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Iain J.
  Mackay

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Iain J. Mackay

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  	
   

  



 


S-2

















 


SCHEDULE 11(a)


 


NOTICE INFORMATION


 


If to the Lender:


 


Edison Asset Securitization, L.L.C. 

c/o General Electric Capital Corporation, as Operating Agent

1600 Summer Street, 4th 
Floor

Stamford, Connecticut  06927

Attention:              Portfolio
Manager 

Telephone:            (203) 357-4328

Facsimile:               (203) 961-2953


 


 


If to RFS Funding Trust:


 


RFS Funding Trust


c/o Deutsche Bank Trust Company Americas, as
Trustee


Corporate Trust and Agency Services –
Structured Finance Services


60 Wall Street, 26th Floor


MS NYC60-2606


New York, New York 10005


Attention:              Susan Barstock


Telephone:            (212) 454-4298


Facsimile:               (212) 796-8606


 


with a copy to:


 


General Electric Capital Corporation, as
Administrator,


1600 Summer Street, 4th Floor


Stamford, Connecticut 06927


Attention:              Portfolio Manager


Telephone:            (203) 357-4328


Facsimile:               (203) 961-2953


 


and


 


Monogram Credit Card Bank of Georgia, as
Servicer


7840 Roswell Road, Bldg. 100, Suite 210


Atlanta, Georgia  30350


Attention: 
Chief Financial Officer


Telephone: 
(770) 353-5337


Facsimile: 
(770) 353-2464


Schedule 11(a)

















 


If to the Indenture Trustee:


 


Deutsche Bank Trust Company Americas, as Trustee


60 Wall Street, 26th Floor


MS NYC60-2606


New York, New York 10005


Attention:              Corporate
Trust and Agency Services


Facsimile:               (212)
796-8606


 


Schedule 11(a)