EXHIBIT 4.13


 




 





SERVICING AGREEMENT


 


Dated
as of June 27, 2003


 


 


by
and among


 


 


RFS
FUNDING TRUST,


 


GE
CAPITAL CREDIT CARD MASTER NOTE TRUST

(upon its accession in accordance with

the terms hereof)




and


 


MONOGRAM
CREDIT CARD BANK OF GEORGIA,


as
Servicer




 





 

















 


TABLE OF CONTENTS


 


	
  ARTICLE I

  	
   

  
	
  DEFINITIONS AND
  INTERPRETATION

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 1.1

  	
  Definitions

  	
   

  
	
  SECTION 1.2

  	
  Other Interpretive Matters

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE II

  	
   

  
	
  APPOINTMENT OF
  SERVICER; CERTAIN DUTIES AND RESPONSIBILITIES OF SERVICER

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 2.1

  	
  Appointment of Servicer

  	
   

  
	
  SECTION 2.2

  	
  Duties and Responsibilities of Servicer

  	
   

  
	
  SECTION 2.3

  	
  Unrelated Amounts

  	
   

  
	
  SECTION 2.4

  	
  Authorization of Servicer

  	
   

  
	
  SECTION 2.5

  	
  Servicing Fees

  	
   

  
	
  SECTION 2.6

  	
  Covenants of Servicer

  	
   

  
	
  SECTION 2.7

  	
  Reporting Requirements

  	
   

  
	
  SECTION 2.8

  	
  Annual Servicer’s Certificate

  	
   

  
	
  SECTION 2.9

  	
  Annual Independent Public Accountants’
  Servicing Report

  	
   

  
	
  SECTION 2.10

  	
  Notices to Transferor

  	
   

  
	
  SECTION 2.11

  	
  Reports to the Commission

  	
   

  
	
  SECTION 2.12

  	
  Collections

  	
   

  
	
  SECTION 2.13

  	
  Allocations and Disbursements

  	
   

  
	
  SECTION 2.14

  	
  New Series

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE III

  	
   

  
	
  REPRESENTATIONS AND
  WARRANTIES

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 3.1

  	
  Representations and Warranties of Servicer

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV

  	
   

  
	
  ADDITIONAL MATTERS
  RELATING TO SERVICER

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 4.1

  	
  Covenants of Servicer Regarding the
  Transferred Receivables

  	
   

  
	
  SECTION 4.2

  	
  Merger or Consolidation of, or Assumption
  of the Obligations of, Servicer

  	
   

  
	
  SECTION 4.3

  	
  Access to Certain Documentation and
  Information Regarding the Receivables

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE V

  	
   

  
	
  SERVICER DEFAULTS

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 5.1

  	
  Servicer Defaults

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI

  	
   

  
	
  SUCCESSOR SERVICER

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 6.1

  	
  Resignation of Servicer

  	
   

  
	
  SECTION 6.2

  	
  Appointment of the Successor Servicer

  	
   

  
	
  SECTION 6.3

  	
  Duties of Servicer

  	
   

  



 

















 


	
  SECTION 6.4

  	
  Effect of Termination or Resignation

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE VII

  	
   

  
	
  INDEMNIFICATION

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 7.1

  	
  Indemnities by Servicer

  	
   

  
	
  SECTION 7.2

  	
  Limitation of Damages; Indemnified Persons

  	
   

  
	
  SECTION 7.3

  	
  Limitation on Liability of Servicer and
  Others

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE VIII

  	
   

  
	
  MISCELLANEOUS

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 8.1

  	
  Notices

  	
   

  
	
  SECTION 8.2

  	
  Binding Effect; Assignability

  	
   

  
	
  SECTION 8.3

  	
  Termination; Survival of Obligations

  	
   

  
	
  SECTION 8.4

  	
  Confidentiality

  	
   

  
	
  SECTION 8.5

  	
  No Proceedings

  	
   

  
	
  SECTION 8.6

  	
  Complete Agreement; Modification of
  Agreement

  	
   

  
	
  SECTION 8.7

  	
  Amendments and Waivers

  	
   

  
	
  SECTION 8.8

  	
  No Waiver; Remedies

  	
   

  
	
  SECTION 8.9

  	
  GOVERNING LAW; CONSENT TO JURISDICTION;
  WAIVER OF JURY TRIAL

  	
   

  
	
  SECTION 8.10

  	
  Counterparts

  	
   

  
	
  SECTION 8.11

  	
  Severability

  	
   

  
	
  SECTION 8.12

  	
  Section Titles

  	
   

  
	
  SECTION 8.13

  	
  Limited Recourse

  	
   

  
	
  SECTION 8.14

  	
  Further Assurances

  	
   

  
	
  SECTION 8.15

  	
  Pledge of Assets

  	
   

  
	
  SECTION 8.16

  	
  Waiver of Setoff

  	
   

  
	
  SECTION 8.17

  	
  Limitation of Liability of the Trustee

  	
   

  
	
   

  	
   

  	
   

  
	
  Schedule 2.7

  	
  Reporting Requirements

  	
   

  
	
  Exhibit A

  	
  Annual Servicer’s Certificate

  	
   

  



 


2

















 


This SERVICING AGREEMENT, dated as of
June 27, 2003 (this “Agreement”), is initially entered into by and
among RFS FUNDING TRUST, a
Delaware statutory trust (the “Initial Owner”) and MONOGRAM CREDIT CARD BANK OF GEORGIA, a
Georgia state bank (“Monogram”) in its capacity as the initial Servicer
(as defined below).  By executing the
accession agreement set forth on the signature pages of this Agreement GE CAPITAL CREDIT CARD MASTER NOTE TRUST, a
Delaware statutory trust (the “Successor Owner”) shall also become a
party to this Agreement.


 


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


 


ARTICLE I



DEFINITIONS AND INTERPRETATION


 


SECTION 1.1         Definitions.


 


“Account” means each
credit card account under which any Transferred Receivable arises.


 


“Additional Retailers”
means any retailer for which Originator maintains a Private Label Program, a
Dual Card Program or both, which retailer is designated as an “Additional
Retailer” in accordance with Section 2.2(b).


 


“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.


 


“Agreement” is
defined in the preamble.


 


“Authorized Officer”
means, with respect to any bank, 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 of such trust specifically
authorized in resolutions of the Board of Directors of such corporation or
trustee of such trust to sign agreements, instruments or other documents on
behalf of such corporation or statutory trust in connection with the
transactions contemplated by the Servicing Agreement and the other 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.


 


“Business Day” means
any day that is not a Saturday, a Sunday or a day on which banks are required
or permitted to be closed in the State of New York, the State of Connecticut or
the state of Servicer’s principal office (currently Georgia).


 


“Closing Date” means
June 27, 2003.


 


“Collection Account”
means either of the deposit accounts designated as such in the Funding
Agreement or the Indenture.


 


“Collections” means,
for any Receivable for any period, (a) the sum of all amounts, whether in the
form of cash, checks, drafts, or other instruments, received by the Originator
or Servicer in payment of, or applied to, any amount owed by an Obligor on
account of such Receivable during such period, including all amounts received
on account of such Receivable, all other fees and charges, (b) Recoveries and
cash proceeds of Related Security with respect to such Receivable whether or
not treated as recoveries and (c) any in-store payments received by a Retailer,
Servicer or Originator with respect to such Receivable.  Collections shall also include any payments
made by RFS Holding, L.L.C. on account of non-cash, non-charge-off reductions
to Receivables pursuant to Section 2.5, Section 2.7 and
Section 6.1(e) of the Trust Receivables Purchase Agreement or the
corresponding provisions of the Transfer Agreement.


 


“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.


 


“Credit and Collection
Policies” means, with respect to each credit card program from which
Accounts are drawn, Owner’s policies and procedures relating to the collection
of credit card receivables, as such policies and procedures may be amended from
time to time.


 


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


 


“Creditors” means the
holders of the Notes and the Lender.


 


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


 


“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


 


2

















 


private label credit line
for use at the Retailer’s retail establishments or in its catalogue sales
business and a general purpose credit line for use elsewhere.


 


“Eligible Servicer”
means the Indenture Trustee, a wholly owned subsidiary of the Indenture Trustee
or an entity that, at the time of its appointment as Servicer:  (a) is servicing a portfolio of consumer
open end credit card accounts or other consumer open end credit accounts (or is
a successor to an entity that was engaged and continues to be engaged in such
servicing); (b) is legally qualified and has the capacity to service the
Accounts; (c) is qualified (or licensed) to use the software that is then being
used to service the Accounts or obtains the right to use, or has its own,
software which is adequate to perform its duties under the Servicing Agreement;
(d) has the ability to professionally and competently service a portfolio of
similar accounts; and (e) has a net worth of at least $50,000,000 as of the end
of its most recent fiscal quarter.


 


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


 


“Funding Agreement”
means that certain Receivables Funding Agreement dated as of June 27, 2003
by and between the Initial Owner and Edison Asset Securitization L.L.C., which
amends and restates that certain Third Amended and Restated Receivables Funding
and Servicing Agreement dated as of September 25, 1997 and amended and
restated as of July 22, 1998, as of March 22, 2001 and as of
December 30, 2002, by and among the Initial Owner, Edison Asset
Securitization L.L.C., Servicer, and GE Capital.


 


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


 


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


 


“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
Originator relating to Originator’s GECAF private label credit card program.


 


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


 


“Indemnified Amounts”
means, with respect to any Person, any and all suits, actions, proceedings,
claims, damages, losses, liabilities and expenses (including reasonable
attorneys’ fees and disbursements and other costs of investigation or defense,
including those incurred upon any appeal).


 


“Indenture” means the
master indenture to be entered into between the Successor Owner and an
indenture trustee.


 


3

















 


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


 


“Indenture Trustee”
means, at any time, the Person acting as indenture trustee under the Indenture.


 


“Initial Owner” is
defined in the preamble.


 


“Issuer Trust Agreement”
means the trust agreement pursuant to which Successor Owner is formed.


 


“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.


 


“Lender” means the
Person that makes advances under the Funding Agreement.


 


“Lender Collateral
Interest” means the interest in the Transferred Receivables and related
assets that secures the Lender’s obligations under the Funding Agreement.


 


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


 


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


 


“Lowe’s Program Agreement”
means that certain Amended and Restated Consumer Credit Card Program Agreement,
dated as of March 31, 2001, and as amended from time to time, by and among
the Lowe’s Retailers and Monogram.


 


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


 


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


 


4

















 


“Monogram” is defined
in the preamble.


 


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


 


“Monthly Period”
means each period beginning on the 22nd day of one calendar month and ending on
the 21st day of the next calendar month; except that the Monthly Period that
ends in July 2003 shall begin on June 19, 2003 and shall end on
July 21, 2003.


 


“Monthly Servicing Fee”
is defined in Section 2.5.


 


“Notes” means all
notes issued by the Successor Owner pursuant to the Indenture and the
applicable Indenture Supplements.


 


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


 


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


 


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


 


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


 


“Originator” means
Monogram or any other Person designated as an “Originator” pursuant to Section 2.2(b).


 


“Owner” means, when
only a single “Owner” is referenced: 
before the date of dissolution of the Initial Owner, the Initial Owner,
and on the date of dissolution of the Initial Owner and thereafter, the
Successor Owner.  The phrase “either
Owner” means either the Initial Owner (so long as it has not dissolved) or
the Successor Owner, and “Owners” means both the Initial Owner (so long
as it has not dissolved) and the Successor Owner.


 


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


 


“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.


 


“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


 


5

















 


allow purchases to be made
at its retail establishment, or in its catalogue sales business, under such
accounts.


 


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


 


“Rating Agency Condition”
means, with respect to any action, that each Rating Agency, if any, shall have
notified Successor Owner that such action will not result in a reduction or
withdrawal of the rating, if any, of any outstanding 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.


 


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


 


“Recoveries” means
proceeds from the sale or other disposition of Charged-Off Receivables pursuant
to Section 2.7(c) of the Trust Receivables Purchase Agreement.


 


“Related Documents”
means this Agreement, the Indenture, the Indenture Supplements and all other
pledges, powers of attorney, consents, assignments, contracts, notices, and all
other written matter whether heretofore, now or hereafter executed by or on
behalf of Servicer, or any employee of Servicer, and delivered in connection with
any of the foregoing or the transactions contemplated thereby.


 


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


 


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


 


“Retailer” means the
Banana Republic Retailers, the Gap Retailers, the GECAF Retailers, Home Depot
U.S.A., Inc., the JCPenney Retailers, 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 Retailers. 
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 2.8 of the Bank Receivables Sale Agreement and (b) any
Person designated as a Retailer shall cease


 


6

















 


to be included as a Retailer
if all of the Accounts related to that Person are designated as Removed
Accounts pursuant to Section 2.7(b) of the Bank Receivables Sale
Agreement, effective at the time that the repurchase of the related Transferred
Receivables is completed.


 


“RFS Funding Trustee”
means Deutsche Bank Trust Company Delaware, in its capacity as trustee of the
Initial Owner under the Trust Agreement, its successors in interest and any
successor owner trustee under the Trust Agreement.


 


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


 


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


 


“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 Closing Date”
means, with respect to any Series, the date of issuance of such Series.


 


“Servicer” means
Monogram or any other Person designated as a Successor Servicer.


 


“Servicer Default” is
defined in Section 5.1.


 


“Servicer Indemnified
Person” is defined in Section 7.1.


 


“Servicer Termination
Notice” means any notice by the Indenture Trustee or holders of Notes
representing more than 50% of the Outstanding Amount (as defined in the
Indenture) to Servicer or the Servicer and the Indenture Trustee, respectively,
that (a) a Servicer Default has occurred and (b) Servicer’s appointment under
this Agreement has been terminated.


 


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


 


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


 


“Sub-Servicing Agreement”
means any written contract entered into between Servicer and any Sub-Servicer
pursuant to and in accordance with Section 2.1 relating to the
servicing, administration or collection of the Transferred Receivables.


 


7

















 


“Successor Owner” is
defined in the preamble.


 


“Successor Servicer”
is defined in Section 6.2.


 


“Transfer Agreement”
means the Transfer Agreement to be entered into between RFS Holding, L.L.C. and
the Successor Owner.


 


“Transferred Receivable”
means each credit card receivable purchased or otherwise acquired by either
Owner pursuant to the Trust Receivables Purchase Agreement, the Transfer
Agreement or the Prior Transfer Agreement, including related Finance Charge
Receivables, but excluding Receivables that have been repurchased by RFS
Holding, L.L.C. pursuant to the Trust Receivables Purchase Agreement or the
Transfer Agreement or purchased by Servicer pursuant to this Agreement.


 


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


 


“Trust Receivables
Purchase Agreement” means that certain Receivables Purchase and
Contribution Agreement dated as of June 27, 2003, between RFS Holding,
L.L.C. and the Trust.


 


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


 


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


 


“Unrelated Amounts”
is defined in Section 2.3 of the Agreement.


 


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


 


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


 


SECTION 1.2         Other Interpretive Matters.  All
terms defined directly or by incorporation in the Servicing Agreement shall
have the defined meanings when used in any certificate or other document
delivered pursuant thereto unless otherwise defined therein. For purposes of
the Servicing Agreement and all such certificates and other documents, unless
the context otherwise requires: (a) accounting terms not otherwise defined in
such Agreement, and accounting terms partly defined in such Agreement to the
extent not defined, shall have the respective meanings given to them under
generally accepted accounting principles; and references to any month, quarter
or year refer to a fiscal month, quarter or year as determined in accordance
with the GE Capital fiscal calendar; (b) terms defined in Article 9 of the
UCC and not otherwise defined in such Agreement are used as defined in that
Article; (c) references to any amount as on deposit or outstanding on any
particular date means such amount at the close of business on such day; (d) the
words “hereof,” “herein” and “hereunder” and words of similar


 


8

















 


import refer to such
Agreement (or the certificate or other document in which they are used) as a
whole and not to any particular provision of such Agreement (or such
certificate or document); (e) references to any Section, Schedule or
Exhibit are references to Sections, Schedules and Exhibits in or to such
Agreement (or the certificate or other document in which the reference is
made), and references to any paragraph, subsection, clause or other subdivision
within any Section or definition refer to such paragraph, subsection,
clause or other subdivision of such Section or definition; (f) the term
“including” means “including without limitation”; (g) references to any law or
regulation refer to that law or regulation as amended from time to time and
include any successor law or regulation; (h) references to any agreement refer
to that agreement as from time to time amended or supplemented or as the terms
of such agreement are waived or modified in accordance with its terms; and (i)
references to any Person include that Person’s successors and assigns.


 


ARTICLE II



APPOINTMENT OF SERVICER; CERTAIN
DUTIES

AND RESPONSIBILITIES OF SERVICER.


 


SECTION 2.1         Appointment of Servicer. 
Owner hereby appoints Servicer as its agent to service the Transferred
Receivables and enforce its rights and interests in and under the Transferred
Receivables and to serve in such capacity until the termination of its
responsibilities pursuant to Sections 5.1 or 6.1.  In connection therewith, Servicer hereby
accepts such appointment and agrees to perform the duties and obligations set
forth herein.  Servicer may delegate any
duties to any of its Affiliates or First Data Resources, Inc. without further
action or, upon giving prior written notice to Owner, subcontract with a
Sub-Servicer, for the collection, servicing or administration of the
Transferred Receivables or any portion thereof; provided, that (a)
Servicer shall remain liable for the performance of the duties and obligations
of any such Affiliate, First Data Resources, Inc. or Sub-Servicer pursuant to
the terms hereof and (b) any Sub-Servicing Agreement that may be entered into
with, and any other transactions or services relating to the Transferred
Receivables involving a Sub-Servicer shall be deemed to be between the
Sub-Servicer and Servicer alone, and Owner shall not be deemed party thereto
and shall have no obligations, duties or liabilities with respect to the Sub-Servicer.


 


SECTION 2.2         Duties and Responsibilities of Servicer.  (a)
Subject to the provisions of this Agreement, Servicer shall conduct the
servicing, administration and collection of the Transferred Receivables with
reasonable care and diligence and in accordance with the Contracts, the Credit
Card Program Agreements and the Credit and Collection Policies.


 


(b)           Owner shall provide Servicer not less than five Business Days prior
notice of (i) any designation of additional or removed Accounts, (ii) any
designation of any additional Originator or Additional Retailer contemplated
pursuant to the Trust Receivables Purchase Agreement or the Transfer Agreement
and (iii) any designation of a discount percentage to be applied to any or all
of the Principal Receivables. Any such designation or removal shall be
effective for purposes of this Agreement on the date the designation or removal
is given effect under the Trust Receivables Purchase Agreement or the Transfer
Agreement, as specified by Owner to Servicer. In the case of any


 


9

















 


designation of an Additional
Retailer, Owner shall provide Servicer a copy of the related Credit Card
Program Agreement (if not already in Servicer’s possession) not less than 10
days prior to the date such designation is to become effective.


 


(c)           Following receipt of notice of any designation of additional or removed
Accounts, an additional Originator or Additional Retailer or any discounting of
any or all Principal Receivables pursuant to Section 2.2(b),
Servicer shall assist Owner in producing any information required by Owner in
connection with such designation.


 


(d)           Servicer shall not be obligated to use separate servicing procedures,
offices, employees or accounts for servicing the Transferred Receivables from
the procedures, offices, employees and accounts used by Servicer in connection
with servicing other credit card receivables.


 


(e)           Servicer shall maintain fidelity bond or other appropriate insurance
coverage insuring against losses through wrongdoing of its officers and
employees who are involved in the servicing of credit card receivables covering
such actions and in such amounts as Servicer believes to be reasonable from
time to time.


 


SECTION 2.3         Unrelated Amounts.  If
Servicer determines that amounts which are not property of Owner (“Unrelated
Amounts”) have been deposited in either Collection Account, then Servicer
shall provide written evidence thereof to Owner no later than the first
Business Day following the day on which Servicer had actual knowledge thereof,
which evidence shall be provided in writing. 
Upon receipt of any such notice, Servicer shall withdraw the Unrelated
Amounts from the applicable Collection Account, and the same shall not be
treated as Collections on Transferred Receivables and shall not be subject to
the provisions of Section 2.12.


 


SECTION 2.4         Authorization of Servicer. 
Servicer is hereby authorized to take any and all reasonable steps
necessary or desirable and consistent with the ownership of the Transferred
Receivables by Owner and the pledge of all or partial direct or indirect
interest in the Transferred Receivables to the Creditors or their
representatives in the determination of Servicer, to (a) collect all amounts
due under the Transferred Receivables, including endorsing its name on checks
and other instruments representing Collections on the Transferred Receivables,
and executing and delivering any and all instruments of satisfaction or
cancellation or of partial or full release or discharge and all other
comparable instruments with respect to the Transferred Receivables and (b)
after the Transferred Receivables become delinquent and to the extent permitted
under and in compliance with applicable law and regulations, (i) commence
proceedings with respect to the enforcement of payment of the Transferred
Receivables, (ii) adjust, settle or compromise any payments due thereunder, and
(iii) initiate proceedings against any collateral securing the obligations due
under the Transferred Receivables, in each case, consistent with the Credit and
Collection Policies, (c) to make withdrawals from either Collection Account and
any Series Account, as set forth in this Agreement, the Funding Agreement, the
Indenture or any Indenture Supplement, and (d) to take any action required or
permitted under any enhancement for any Series or class of Notes, as set forth
in this Agreement, the Indenture or any Indenture Supplement.  Owner shall furnish (or cause to be
furnished) Servicer with any powers of attorney and other documents necessary
or appropriate to enable Servicer to carry out its servicing and administrative
duties hereunder, and Owner shall assist


 


10

















 


Servicer to the fullest
extent to enable Servicer to collect the Transferred Receivables and otherwise
discharge its duties hereunder.


 


SECTION 2.5         Servicing Fees.  As
compensation for its servicing activities and as reimbursement for its
reasonable expenses in connection therewith, Servicer shall be entitled to receive
a monthly servicing fee in respect of any Monthly Period (or portion thereof)
prior to the termination of Servicer’s obligations under this Agreement (the “Monthly
Servicing Fee”).  The Monthly
Servicing Fee for each Monthly Period shall equal one-twelfth of the product of
(a) the total outstanding balance of Transferred Receivables (excluding Finance
Charge Receivables) as of the end of the prior Monthly Period and (b) 2%.
Portions of the Monthly Servicing Fee shall be allocated to the portion of the Transferred
Receivables that is pledged as collateral for the various Creditors and shall
be payable solely from Collections available to those Creditors. The portion of
the Monthly Servicing Fee allocable to the Lender Collateral Interest with
respect to any Monthly Period shall be payable on the dates and in the amounts
specified in the Funding Agreement. The share of the Monthly Servicing Fee
allocable to each Series of Notes shall be payable on the dates and in the
amounts specified in the related Indenture Supplement.  Owner shall be obligated to pay the excess
of the Monthly Servicing Fee over the portions allocated as specified above.
Servicer shall be required to pay for all expenses incurred by it in connection
with its activities hereunder (including any payments to accountants, counsel
or any other Person) and shall not be entitled to any payment or reimbursement
of those expenses other than the Monthly Servicing Fees.


 


SECTION 2.6         Covenants of Servicer. 
Servicer covenants and agrees that from and after the Closing Date and
until the date on which the outstanding balances of all Transferred Receivables
have been reduced to zero:


 


(a)           Ownership of Transferred Receivables. 
Servicer shall identify the Transferred Receivables clearly and
unambiguously in its Servicing Records to reflect that the Transferred
Receivables are owned by Owner.


 


(b)           Compliance with Requirements of Law. 
Servicer shall duly satisfy all obligations on its part to be fulfilled
under or in connection with the Transferred Receivables and the related
Accounts, will maintain in effect all qualifications required under
Requirements of Law in order to properly service the Transferred Receivables
and the related Accounts and will comply in all material respects with all
other Requirements of Law in connection with servicing the Transferred
Receivables and the related Accounts, the failure to comply with which would
have a Material Adverse Effect.


 


(c)           No Rescission or Cancellation. 
Servicer shall not permit any rescission or cancellation of a
Transferred Receivable except as ordered by a court of competent jurisdiction
or other Governmental Authority or in the ordinary course of its business and
in accordance with the Credit and Collection Policies. Servicer shall reflect
any such rescission or cancellation in its computer file of revolving credit
card accounts.  In addition, Servicer
may waive the accrual and/or payment of certain Finance Charge Receivables in
respect of certain past due Accounts, the Obligors of which have enrolled with
a consumer credit counseling service.


 


11

















 


If Servicer breaches either
of the covenants contained in paragraph (b) or (c) with respect
to any Transferred Receivable or the related Account, and as a result of such
breach Owner’s rights in, to or under any Transferred Receivable(s) in the
related Account or the proceeds of such Transferred Receivable are materially
impaired or such proceeds are not available for any reason to Owner free and
clear of any Lien, then no later than the expiration of 60 days from the
earlier to occur of the discovery of such event by Servicer, or receipt by
Servicer of notice of such event given by Owner, all Transferred Receivables in
the Account or Accounts to which such event relates shall be assigned to
Servicer as set forth below; provided that such Transferred Receivables
will not be assigned to Servicer if, on any day prior to the end of such 60-day
period, (i) the relevant breach shall have been cured and the covenant shall have
been complied with in all material respects and (ii) Servicer shall have
delivered an Officer’s Certificate describing the nature of such breach and the
manner in which such breach was cured.


 


Servicer shall effect such
assignment by paying Owner in immediately available funds prior to the related
Payment Date in an amount equal to the amount of such Transferred Receivables,
which deposit shall be considered a Collection with respect to such Receivables
and divided between the Collection Accounts accordingly.


 


Upon each such assignment to
Servicer, Owner shall automatically and without further action be deemed to
transfer, assign, set over and otherwise convey to Servicer, without recourse,
representation or warranty all right, title and interest of Owner in and to
such Transferred Receivables, all moneys due or to become due and all amounts
received with respect thereto and all proceeds thereof.  Owner shall execute such documents and
instruments of transfer or assignment and take such other actions as shall be
reasonably requested by Servicer to effect the conveyance of any such
Transferred Receivables pursuant to this Section.


 


SECTION 2.7         Reporting Requirements. 
Servicer hereby agrees that, from and after the Closing Date and until
the date on which the outstanding balances of all Transferred Receivables have
been reduced to zero, it shall deliver or cause to be delivered financial
statements, notices, and other information (including the reports required by Sections
2.8 and 2.9) at the times, to the Persons and in a manner set forth
in Schedule 2.7.


 


SECTION 2.8         Annual Servicer’s Certificate. 
Servicer shall deliver to Owners on or before the 75th day
following the end of Servicer’s fiscal year in which the Closing Date occurs
and each subsequent fiscal year, an Officer’s Certificate substantially in the
form of Exhibit A.


 


SECTION 2.9         Annual Independent Public Accountants’
Servicing Report.


 


(a)           On or before the 75th day following the end of Servicer’s fiscal year
in which the Closing Date occurs and each subsequent fiscal year, Servicer
shall cause a firm of nationally recognized independent public accountants (who
may also render other services to Servicer) to furnish a report to Owners to
the effect that they have applied certain procedures with Servicer and such
firm has examined certain documents and records relating to the servicing of
Accounts under this Agreement, compared the information contained in Servicer’s
certificates delivered pursuant to this Agreement during the period covered by
such report with such documents and records and that, on the basis of such
agreed upon procedures (and assuming the accuracy of any reports


 


12

















 


generated by Servicer’s
third party agents), such servicing was conducted in compliance with this
Agreement during the period covered by such report (which shall be the prior
fiscal year, or the portion thereof falling after the Closing Date), except for
such exceptions, errors or irregularities as such firm shall believe to be
immaterial and such other exceptions, errors or irregularities as shall be set
forth in such report. Such report shall set forth the agreed upon procedures
performed.


 


(b)           On or before the 75th day following the end of Servicer’s fiscal year
in which the Closing Date occurs and each subsequent fiscal year, Servicer
shall cause a firm of nationally recognized independent public accountants (who
may also render other services to Servicer) to furnish a report to Owners to
the effect that they have applied certain procedures agreed upon with Servicer
to compare the mathematical calculations of certain amounts set forth in
Servicer’s reports delivered pursuant to Section 2.7 during the
period covered by such report with Servicer’s computer reports which were the
source of such amounts and that on the basis of such agreed upon procedures and
comparison, such amounts are in agreement, except for such exceptions as they
believe to be immaterial and such other exceptions as shall be set forth in
such statement.


 


SECTION 2.10       Notices to Transferor.  If Monogram is no longer acting as Servicer,
any Successor Servicer appointed pursuant to Section 6.2 shall
deliver or make available to Owner each certificate and report required to be
prepared, forwarded or delivered thereafter pursuant to Sections 2.7, 2.8,
and 2.9.


 


SECTION 2.11       Reports to the Commission.  Servicer shall, on behalf of
Successor Owner, cause to be filed with the Commission any periodic reports
required to be filed under the provisions of the Securities Exchange Act of
1934, and the rules and regulations of the Commission thereunder relating to
the Notes.


 


SECTION 2.12       Collections.  Servicer shall apply all Collections with
respect to the receivables for each Monthly Period as described in the Funding
Agreement, the Indenture  and each
Indenture Supplement.


 


SECTION 2.13       Allocations and Disbursements.  With respect to each Series,
Servicer shall make the allocations and disbursements for such Series on behalf
of the Successor Owner as is required to be made by the Successor Owner under
the terms of the Indenture and the Indenture Supplement for such Series.


 


SECTION 2.14       New Series.  Pursuant to one or more Indenture
Supplements, Successor Owner may issue one or more new Series of Notes (a “New
Issuance”), as more fully described in the Indenture.  To enable Servicer to perform its
obligations pursuant to Sections 2.12 and 2.13, Successor Owner
shall give reasonable prior notice to Servicer of each New Issuance and shall
provide Servicer an opportunity to review and comment upon each Indenture
Supplement.  All outstanding Series
shall be equally and ratably entitled as provided herein to the benefits of
this Servicing Agreement without preference, priority or distinction, all in
accordance with the terms and provisions of this Servicing Agreement except,
with respect to any Series, as provided in the related Indenture Supplement.


 


13

















 


ARTICLE III



REPRESENTATIONS AND WARRANTIES


 


SECTION 3.1         Representations and Warranties of Servicer. 
Servicer represents and warrants to Owners as of the date hereof and as
of each Series Closing Date:


 


(a)           It is a bank, duly organized, validly existing and in good standing
under the laws of its jurisdiction of incorporation or organization and is duly
qualified to do business, and is in good standing, in each jurisdiction in
which the servicing of the Transferred Receivables hereunder requires it to be
so qualified, except where the failure to comply would not reasonably be expected
to have a Material Adverse Effect.


 


(b)           It has the power and authority to execute and deliver this Agreement
and to perform the transactions contemplated hereby.


 


(c)           This Agreement has been duly authorized, executed and delivered by
Servicer and constitutes its legal, valid and binding obligation enforceable
against it in accordance with its terms, subject to any applicable bankruptcy,
insolvency, reorganization, moratorium or other similar laws now or hereafter
in effect relating to or affecting the enforceability of creditors’ rights
generally and general equitable principles, whether applied in a proceeding at
law or in equity.


 


(d)           No consent of, notice to, filing with or permits, qualifications or
other action by any Governmental Authority or any other party is required for
the due execution, delivery and performance of this Agreement, other than
consents, notices, filings and other actions which have been obtained or made
or where the failure to get such consent or take such action, individually or
in the aggregate, would not reasonably be expected to have a Material Adverse
Effect.


 


(e)           There is no pending or, to its actual knowledge, threatened Litigation
of a material nature against or affecting it in any court or tribunal, before
any arbitrator of any kind or before or by any Governmental Authority (i)
asserting the invalidity of this Agreement, or (ii) seeking any determination
or ruling that might materially and adversely affect the validity or
enforceability of this Agreement.


 


ARTICLE IV



ADDITIONAL MATTERS RELATING TO SERVICER


 


SECTION 4.1         Covenants of Servicer Regarding the
Transferred Receivables.


 


(a)           Maintenance of Records and Books of Account. 
Servicer shall maintain and implement administrative and operating
procedures (including the ability to recreate records evidencing the
Transferred Receivables in the event of the destruction of the originals
thereof), and keep and maintain all documents, books, computer records and
other information, reasonably necessary or advisable for the collection of all
the


 


14

















 


Transferred
Receivables.  Such documents, books and
computer records shall reflect all facts giving rise to the Transferred
Receivables, all payments and credits with respect thereto, and such documents,
books and computer records shall indicate the interests of Owner in the
Transferred Receivables.


 


(b)           Servicer Default.  If
a Servicer Default shall have occurred and be continuing, promptly upon request
therefor, Servicer shall deliver to Owner records reflecting activity through
the close of business on the immediately preceding Business Day.  Upon the occurrence and during the
continuation of a Servicer Default, Servicer shall (i) deliver and turn over to
Owner or to its representatives, or at the option of Owner shall provide Owner
its representatives with access to, at any time, on demand of Owner, all of
Servicer’s facilities, personnel, books and records pertaining to the
Transferred Receivables, including all Records, and (ii) allow Owner to occupy
the premises of Servicer where such books, records and Records are maintained,
and utilize such premises, the equipment thereon and any personnel of Servicer
that Owner may wish to employ to administer, service and collect the Transferred
Receivables.


 


(c)           Notice of Adverse Claim. 
Servicer shall advise Owner promptly, in reasonable detail, (i) of any
Adverse Claim known to it made or asserted against any Transferred Receivable,
and (ii) of the occurrence of any event known to it which would have a material
adverse effect on the aggregate value of the Transferred Receivables.


 


(d)           Further Assurances. 
Servicer shall furnish to Owner from time to time such statements and
schedules further identifying and describing the Transferred Receivables and
such other reports in connection with the Transferred Receivables as Owner may
reasonably request, all in reasonable detail.


 


SECTION 4.2         Merger or Consolidation of, or Assumption of
the Obligations of, Servicer.


 


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


 


(i)            Servicer shall have provided prior written
notice of such proposed consolidation or merger to the Rating Agencies;


 


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


 


(iii)          Servicer has delivered to Owner (A) an Officer’s Certificate stating
that such consolidation, merger, conveyance or transfer and such supplemental


 


15

















 


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


 


(iv)          either (x) the entity formed by such consolidation or into which
Servicer is merged or the Person which acquired by conveyance or transfer the
properties and assets of Servicer substantially as an entirety shall be an
Eligible Servicer (taking into account, in making such determination, the
experience and operations of the predecessor Servicer) or (y) upon the
effectiveness of such consolidation, merger, conveyance or transfer, a
Successor Servicer shall have assumed the obligations of Servicer in accordance
with this Agreement;


 


(b)           This Section 4.2 shall not be construed to prohibit or in
any way limit Servicer’s ability to effectuate any consolidation or merger
pursuant to which Servicer would be the surviving entity.


 


SECTION 4.3         Access to Certain Documentation and
Information Regarding the Receivables.  Servicer shall provide to
either Owner or their respective designees access to the documentation
regarding the Accounts and the Transferred Receivables in such cases where such
Owner or such designee is required in connection with the enforcement of the
rights of such Owner or any of its creditors, 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 Servicer’s normal security and confidentiality procedures and
(iv) at offices designated by Servicer. 
Nothing in this Section 4.3 shall derogate from the
obligation of any Person to observe any applicable law prohibiting disclosure
of information regarding the Obligors, and the failure of Servicer to provide
access as provided in this Section 4.3 as a result of such
obligation shall not constitute a breach of this Section 4.3.


 


ARTICLE V



SERVICER DEFAULTS


 


SECTION 5.1         Servicer Defaults.  If
any of the following events (each, a “Servicer Default”) shall occur
(regardless of the reason therefor) with respect to Servicer:


 


(a)           any failure by Servicer to make any payment, transfer or deposit on or
before the date occurring five Business Days after the date such payment,
transfer or deposit is required to be made or given by Servicer, as the case
may be; provided, that, if such failure could not have been prevented by
the exercise of reasonable due diligence by Servicer and the delay or failure
was caused by an act of God or other similar occurrence,


 


16

















 


then a Servicer Default
shall not be deemed to have occurred under this Section 5.1(a)
until 35 Business Days after the date of such failure;


 


(b)           failure on the part of Servicer duly to observe or perform in any
material respect any other covenants or agreements of Servicer set forth in
this Agreement which has a material adverse effect on either Owner, which
continues unremedied for a period of 60 days after the date on which written
notice of such failure requiring the same to be remedied shall have been given
to Servicer by either Owner; provided, that, if such failure could not
have been prevented by the exercise of reasonable due diligence by Servicer and
the delay or failure was caused by an act of God or other similar occurrence,
then a Servicer Default shall not be deemed to have occurred under this Section 5.1(b)
until 120 days after the date of such failure;


 


(c)           Servicer delegates its duties, except as specifically permitted under Section 2.1,
and the delegation remains unremedied for 15 days after written notice to
Servicer by either Owner;


 


(d)           any representation, warranty or certification made by Servicer in this
Agreement or in any certificate delivered pursuant to this Agreement shall
prove to have been incorrect when made, which has a material adverse effect on
either Owner and which continues to be incorrect in any material respect for a
period of 60 days after the date on which written notice of such failure,
requiring the same to be remedied, shall have been given to Servicer by either
Owner; provided, that, if the delay or default could not have been
prevented by the exercise of reasonable due diligence by Servicer and the delay
or failure was caused by an act of God or other similar occurrence, then
Servicer shall have an additional 60 days to cure the default; or


 


(e)           Servicer shall fail generally to, or admit in writing its inability to,
pay its debts as they become due; or a proceeding shall have been instituted in
a court having jurisdiction in the premises seeking a decree or order for
relief in respect of Servicer in an involuntary case under any Debtor Relief
Law, or for the appointment of a receiver, liquidator, assignee, trustee, custodian,
sequestrator, conservator or other similar official of such Person or for any
substantial part of its property, or for the winding-up or liquidation of its
affairs and, if instituted against Servicer, any such proceeding shall continue
undismissed or unstayed and in effect, for a period of 60 consecutive days, or
any of the actions sought in such proceeding shall occur; or the commencement
by Servicer, of a voluntary case under any Debtor Relief Law, or such Person’s
consent to the entry of an order for relief in an involuntary case under any
Debtor Relief Law, or consent to the appointment of or taking possession by a
receiver, liquidator, assignee, trustee, custodian, sequestrator, conservator
or other similar official of such Person or for any substantial part of its
property, or any general assignment for the benefit of creditors; or such
Person or any Subsidiary of such Person shall have taken any corporate action
in furtherance of any of the foregoing actions;


 


then, in any such event,
Successor Owner (or, prior to the issuance of the first Series of Notes,
Initial Owner) may, by delivery of a Servicer Termination Notice to Servicer,
terminate the servicing responsibilities of Servicer hereunder, without demand,
protest or further notice of any


 


17

















 


kind, all of which are
hereby waived by Servicer.  Upon the
delivery of any such notice, all authority and power of Servicer under this
Agreement shall pass to and be vested in the Successor Servicer acting pursuant
to Section 6.2, provided, that notwithstanding anything to
the contrary herein, Servicer agrees to act as Servicer and to continue to
follow the procedures set forth in this Agreement with respect to Collections
on the Transferred Receivables under this Agreement until a Successor Servicer
has assumed the responsibilities and obligations of Servicer in accordance with
Section 6.2.  Servicer shall
send prompt written notice to the Owners of the occurrence of any Servicer
Default or potential Servicer Default.


 


ARTICLE VI



SUCCESSOR SERVICER


 


SECTION 6.1         Resignation of Servicer. 
Servicer may resign in the circumstances set forth in clause (a)
or (b) of this Section 6.1.


 


(a)           Servicer may resign from its obligations and duties hereunder upon the
written consent of Owner if it finds a replacement servicer satisfying the
eligibility criteria set forth in Section 6.2.  No such resignation shall become effective
until (i) the Rating Agency Condition shall have been satisfied and (ii) the
replacement servicer shall have obtained Owner’s approval and appointment
pursuant to Section 6.2.


 


(b)           Servicer may resign from the obligations and duties hereby imposed on
it upon determination that (i) in the determination of Servicer, the
performance of its duties hereunder has become impermissible under applicable
law, and (ii) there is no commercially reasonable action which Servicer could
take to make the performance of its duties hereunder permissible under
applicable law. No such resignation shall become effective until a Successor
Servicer shall have assumed the responsibilities and obligations of Servicer in
accordance with Section 6.2.


 


SECTION 6.2         Appointment of the Successor Servicer.  In
connection with the termination of Servicer’s responsibilities under this
Agreement pursuant to Section 5.1 or 6.1, Owner shall
appoint a successor servicer that shall have a long-term debt rating of at
least “Baa3” by Moody’s and “BBB-” by S&P. 
The successor servicer shall succeed to all rights and assume all of the
responsibilities, duties and liabilities of Servicer under this Agreement (such
successor servicer being referred to as the “Successor Servicer”); provided,
that the Successor Servicer shall have no responsibility for any actions of
Servicer prior to the date of its appointment as Successor Servicer.  The Successor Servicer shall accept its
appointment by executing, acknowledging and delivering to Owner an instrument
in form and substance acceptable to Owner and by providing prior written notice
of such appointment to the Rating Agencies and the Indenture Trustee.


 


SECTION 6.3         Duties of Servicer. At any time following the appointment of a
Successor Servicer:


 


(a)           Servicer agrees that it shall terminate its activities as Servicer
hereunder in a manner acceptable to Owner so as to facilitate the transfer of
servicing to the Successor


 


18

















 


Servicer, including timely
delivery (i) to Owner of any funds that were required to be deposited in the
Collection Account, and (ii) to the Successor Servicer, at a place selected by
the Successor Servicer, of all Servicing Records and other information with
respect to the Transferred Receivables. 
Servicer shall account for all funds and shall execute and deliver such
instruments and do such other things as may reasonably be required to more
fully and definitely vest and confirm in the Successor Servicer all rights,
powers, duties, responsibilities, obligations and liabilities of Servicer; and


 


(b)           Servicer shall terminate each Sub-Servicing Agreement that may have
been entered into by it and the Successor Servicer shall not be deemed to have
assumed any of Servicer’s interest therein or to have replaced Servicer as a
party to any such Sub-Servicing Agreement.


 


SECTION 6.4         Effect of Termination or Resignation.  Any
termination or resignation of Servicer under this Agreement shall not affect
any claims that Owner may have against Servicer for events or actions taken or
not taken by Servicer arising prior to any such termination or resignation.


 


ARTICLE VII



INDEMNIFICATION


 


SECTION 7.1         Indemnities by Servicer. 
Without limiting any other rights that Owner or its Affiliates or any
director, officer, employee, trustee or agent or incorporator thereof (each a “Servicer
Indemnified Person”) may have hereunder or under applicable law, Servicer
hereby agrees to indemnify each Servicer Indemnified Person from and against
any and all Indemnified Amounts which may be imposed on, incurred by or
asserted against a Servicer Indemnified Person to the extent arising out of or
relating to any material breach of Servicer’s obligations under this Agreement;
excluding, however, Indemnified Amounts to the extent resulting
from (i) bad faith, gross negligence or willful misconduct on the part of a
Servicer Indemnified Person or (ii) recourse for uncollectible
Receivables.  Any Indemnified Amounts
subject to the indemnification provisions of this Section 7.1 shall
be paid to Servicer Indemnified Person within ten Business Days following
demand therefor.


 


SECTION 7.2         Limitation of Damages; Indemnified Persons.  NO PARTY TO THIS AGREEMENT SHALL BE RESPONSIBLE OR
LIABLE TO ANY OTHER PARTY TO THIS AGREEMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD
PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY
THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES
THAT MAY BE ALLEGED AS A RESULT OF ANY TRANSACTION CONTEMPLATED HEREUNDER.


 


SECTION 7.3         Limitation on Liability of Servicer and
Others.  Except as provided in Section 7.1,
neither Servicer nor any of the directors, officers, employees or agents of
Servicer in its capacity as Servicer shall be under any liability to Owner or
any other Person for any action taken or for refraining from the taking of any
action in good faith in its capacity as Servicer


 


19

















 


pursuant to this Agreement; provided
that this provision shall not protect Servicer or any such Person against any
liability which would otherwise be imposed by reason of willful misfeasance,
bad faith or gross negligence in the performance of duties or by reason of
reckless disregard of obligations and duties hereunder. Servicer and any
director, officer, employee or agent of Servicer may rely in good faith on any
document of any kind prima facie properly executed and submitted by any Person
(other than Servicer) respecting any matters arising hereunder. Servicer shall
not be under any obligation to appear in, prosecute or defend any legal action
which is not incidental to its duties as Servicer in accordance with this
Agreement and which in its reasonable judgment may involve it in any expense or
liability.


 


ARTICLE VIII


 


MISCELLANEOUS


 


SECTION 8.1         Notices.  Except as otherwise provided
herein, whenever it is provided herein that any notice, demand, request,
consent, approval, declaration or other communication shall or may be given to
or served upon any of the parties by any other parties, or whenever any of the
parties desires to give or serve upon any other parties any communication with
respect to this Agreement, each such notice, demand, request, consent,
approval, declaration or other communication shall be in writing and shall be
deemed to have been validly served, given or delivered (a) upon the earlier of
actual receipt and three Business Days after deposit in the United States Mail,
registered or certified mail, return receipt requested, with proper postage
prepaid, (b) upon transmission, when sent by facsimile or other electronic
transmission (with such transmission promptly confirmed by delivery of a copy
by personal delivery or United States Mail as otherwise provided in this Section 8.1),
(c) one Business Day after deposit with a reputable overnight courier with all
charges prepaid or (d) when delivered, if hand-delivered by messenger, all of
which shall be addressed to the party to be notified and sent to the address or
facsimile number indicated below or to such other address (or facsimile number)
as may be substituted by notice given as herein provided.  The giving of any notice required hereunder
may be waived in writing by the party entitled to receive such notice.  Failure or delay in delivering copies of any
notice, demand, request, consent, approval, declaration or other communication
to any Person designated in any written notice provided hereunder to receive
copies shall in no way adversely affect the effectiveness of such notice,
demand, request, consent, approval, declaration or other communication.  Notwithstanding the foregoing, whenever it
is provided herein that a notice is to be given to any other party hereto by a
specific time, such notice shall only be effective if actually received by such
party prior to such time, and if such notice is received after such time or on
a day other than a Business Day, such notice shall only be effective on the
immediately succeeding Business Day.


 


20

















 


If to Servicer:


 


Monogram Credit Card Bank of
Georgia

7840 Roswell Road, Bldg. 100, Suite 210

Atlanta, Georgia 30350

Attention:              Chief Financial Officer

Telephone:            (770) 353-5337

Facsimile:               (770) 353-2464


 


If to Initial Owner:


 


RFS Funding Trust

c/o Deutsche Bank Trust Company Americas

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) 797-8606


 


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


 


If to Successor Owner:


 


GE Capital Credit Card
Master Note Trust

at the address specified when it becomes a party

to this Agreement


 


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


 


SECTION 8.2         Binding Effect; Assignability. 
This Agreement shall be binding upon and inure to the benefit of Owner
and Servicer and their respective successors and permitted assigns.  Except as set forth in Section 2.1,
or Article VI, Servicer may not assign, transfer,


 


21

















 


hypothecate or otherwise
convey any of its rights or obligations hereunder or interests herein  without the express prior written consent of
Owner.  Any such purported assignment,
transfer, hypothecation or other conveyance by Servicer without the prior
express written consent of Owner shall be void.  Each Owner may, at any time, assign any of its rights and
obligations under this Agreement to any Person and any such assignee may
further assign at any time its rights and obligations under this Agreement, in
each case, without the consent of Servicer. 
Each of Owner and Servicer acknowledges and agrees that, upon any such
assignment, the assignee thereof may enforce directly, all of the obligations
of Owner or Servicer hereunder, as applicable.


 


SECTION 8.3         Termination; Survival of Obligations. 
This Agreement shall create and constitute the continuing obligations of
the parties hereto in accordance with its terms, and shall remain in full force
and effect until the date on which the Outstanding Balances of all Transferred
Receivables have been reduced to zero; provided, that the rights and
remedies provided for herein with respect to any breach of any representation
or warranty made by Servicer pursuant to Article III, the
indemnification and payment provisions of Article VII and Sections
8.4, 8.5 and 8.13 shall be continuing and shall survive such
reduction.


 


SECTION 8.4         Confidentiality. 
NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH HEREIN, THE
OBLIGATIONS OF CONFIDENTIALITY CONTAINED HEREIN, SHALL NOT APPLY TO THE FEDERAL
TAX STRUCTURE OR FEDERAL TAX TREATMENT OF THIS TRANSACTION, AND EACH PARTY (AND
ANY EMPLOYEE, REPRESENTATIVE, OR AGENT OF ANY PARTY) MAY DISCLOSE TO ANY AND
ALL PERSONS, WITHOUT LIMITATION OF ANY KIND, THE FEDERAL TAX STRUCTURE AND
FEDERAL TAX TREATMENT OF THIS TRANSACTION. 
THE PRECEDING SENTENCE IS INTENDED TO CAUSE THIS TRANSACTION TO BE
TREATED AS NOT HAVING BEEN OFFERED UNDER CONDITIONS OF CONFIDENTIALITY FOR
PURPOSES OF SECTION 1.6011-4(B)(3) (OR ANY SUCCESSOR PROVISION) OF THE
TREASURY REGULATIONS PROMULGATED UNDER SECTION 6011 OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED, AND SHALL BE CONSTRUED IN A MANNER CONSISTENT
WITH SUCH PURPOSE.  IN ADDITION, EACH
PARTY ACKNOWLEDGES THAT IT HAS NO PROPRIETARY OR EXCLUSIVE RIGHTS TO THE
FEDERAL TAX STRUCTURE OF THIS TRANSACTION OR ANY FEDERAL TAX MATTER OR FEDERAL
TAX IDEA RELATED TO THIS TRANSACTION.


 


SECTION 8.5         No Proceedings. 
Servicer hereby agrees that, from and after the Closing Date and until
the date one year plus one day following the date on which the Outstanding
Balances of all Transferred Receivables have been reduced to zero, it will not,
directly or indirectly, institute or cause to be instituted against either
Owner any proceeding of the type referred to in Section 5.1(e); provided
that the foregoing shall not in any way limit Servicer’s right to pursue any
other creditor rights or remedies that Servicer may have for claims against
either Owner.


 


SECTION 8.6         Complete Agreement; Modification of Agreement. 
This Agreement constitutes the complete agreement among the parties
hereto with respect to the subject matter


 


22

















 


hereof, supersedes all prior
agreements and understandings relating to the subject matter hereof, and may
not be modified, altered or amended except as set forth in Section 8.7.


 


SECTION 8.7         Amendments and Waivers.  No
amendment, modification, termination or waiver of any provision of this
Agreement, or any consent to any departure by any party hereto therefrom, shall
in any event be effective unless (i) the same shall be in writing and signed by
each of the parties hereto and (ii) in the case of any amendment, modification,
termination or waiver that could reasonably be expected to have a material
adverse effect on the performance of the Receivables, the Rating Agency
Condition shall have been satisfied with respect thereto.


 


SECTION 8.8         No Waiver; Remedies.  The
failure by either Owner, at any time or times, to require strict performance by
Servicer of any provision of this Agreement shall not waive, affect or diminish
any right of either Owner thereafter to demand strict compliance and
performance herewith.  Any suspension or
waiver of any breach or default hereunder shall not suspend, waive or affect
any other breach or default whether the same is prior or subsequent thereto and
whether the same or of a different type. 
None of the undertakings, agreements, warranties, covenants and
representations of Servicer contained in this Agreement and no breach or
default by Servicer hereunder, shall be deemed to have been suspended or waived
by either Owner unless such waiver or suspension is by an instrument in writing
signed by an officer of or other duly authorized signatory of such Owner and
directed to Servicer specifying such suspension or waiver.  The rights and remedies of either Owner
under this Agreement shall be cumulative and nonexclusive of any other rights
and remedies that such Owner may have under any other agreement, including the
other Related Documents, by operation of law or otherwise.


 


SECTION 8.9         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.


 


(a)           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. 
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 


 


23

















 


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 8.1 AND THAT SERVICE SO
MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF SUCH PARTY’S ACTUAL RECEIPT
THEREOF OR THREE DAYS AFTER DEPOSIT IN THE UNITED STATES MAIL, PROPER POSTAGE
PREPAID.  NOTHING IN THIS
SECTION SHALL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE LEGAL PROCESS
IN ANY OTHER MANNER PERMITTED BY LAW.


 


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


 


SECTION 8.10       Counterparts.  This Agreement may be executed in any number
of separate counterparts, each of which shall collectively and separately
constitute one agreement.  Executed
counterparts may be delivered electronically.


 


SECTION 8.11       Severability.  Wherever possible, each provision of this
Agreement shall be interpreted in such a manner as to be effective and valid
under applicable law, but if any provision of this Agreement shall be
prohibited by or invalid under applicable law, such provision shall be
ineffective only to the extent of such prohibition or invalidity without
invalidating the remainder of such provision or the remaining provisions of
this Agreement.


 


SECTION 8.12       Section Titles.  The section titles and table of
contents 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.


 


24

















 


SECTION 8.13       Limited Recourse.  (a) The obligations of each Owner under this
Agreement are solely the obligations of that Owner. No recourse shall be had
for any obligation or claim arising out of or based upon this Agreement against
any incorporator, shareholder, officer, manager, member or director, past,
present or future, of each Owner or of any successor or of its constituent
members or its other Affiliates, either directly or through that Owner or any
successor, whether by virtue of any constitution, statute or rule of law or by
the enforcement of any assessment or penalty or otherwise, all such liability
being, by acceptance hereof and as part of the consideration for the acceptance
hereof, expressly waived and released.  Any accrued obligations owing by each Owner under this Agreement
shall be payable by that Owner solely to the extent that funds are available
therefor from time to time in accordance with the provisions of Section 2.11
and the priority of payments in the applicable Indenture Supplement or the
Funding Agreement (provided that such accrued obligations shall not be
extinguished until paid in full).


 


(b)           The obligations of Servicer under this Agreement are solely the
obligations of Servicer.  No recourse
shall be had for the payment of any amount owing hereunder or any other
obligation or claim arising out of or based upon this Agreement, against any
shareholder, employee, officer, manager, member or director, agent or
organizer, past, present or future, of Servicer or of any successor thereto,
either directly or through Servicer or any successor thereto, whether by virtue
of any constitution, statute or rule of law or by the enforcement of any
assessment or penalty or otherwise, all such liability being, by acceptance
hereof and as part of the consideration for the acceptance hereof, expressly
waived and released.


 


SECTION 8.14       Further Assurances.  Servicer shall, at its sole cost and
expense, promptly and duly execute and deliver any and all further instruments
and documents, and take such further action, that may be necessary or desirable
or that either Owner may request to enable that Owner to exercise and enforce
its rights under this Agreement or 
otherwise carry out more effectively the provisions and purposes of this
Agreement.


 


SECTION 8.15       Pledge of Assets.  Servicer hereby acknowledges that the
Initial Owner has granted a security interest in the Transferred Receivables to
the Lender pursuant to the Funding Agreement and that the Successor Owner
intends to grant a security interest in the Note Trust Certificate (as defined
in the Trust Agreement) to the Indenture Trustee under the Indenture, and
hereby waives any defenses it may have against the Lender or the Indenture
Trustee for the enforcement of this Agreement in the event of foreclosure by
the Lender or the Indenture Trustee. 
Accordingly, the parties hereto agree that, in the event of foreclosure
by the Lender or the Indenture Trustee, Lender or the Indenture Trustee shall
have the right to enforce this Agreement and the full performance by the
parties hereto of their obligations and undertakings set forth herein.  Servicer hereby agrees to deliver to the
Lender and the Indenture Trustee a copy of all notices to be delivered by
Servicer to the applicable Owner hereunder.


 


SECTION 8.16       Waiver of Setoff.  Servicer hereby waives any right of setoff
that it may have for amounts owing to it under or in connection with this
Agreement.


 


SECTION 8.17       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


 


25

















 


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


 


26

















 


IN WITNESS
WHEREOF, the parties
have caused this Servicing Agreement to be executed by their respective
representatives thereunto duly authorized, as of the date first above written.


 


	
   

  	
  RFS
  FUNDING TRUST, as
  Initial Owner

  	
   

  
	
   

  	
  By:  DEUTSCHE BANK TRUST COMPANY, DELAWARE,  not in its individual capacity, but
  solely as RFS Funding Trustee on behalf of the Initial Owner

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Eileen M. Hughes

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Eileen M. Hughes

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
  MONOGRAM
  CREDIT CARD BANK OF GEORGIA, as Servicer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Donald R. Ramon

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Donald R. Ramon

  
	
   

  	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  
	
   

  	
  By executing in the space
  provided below, GE Capital Credit Card Master Note Trust shall become a party
  to this Servicing Agreement.

  	
   

  
	
   

  	
   

  
	
   

  	
  GE
  CAPITAL CREDIT CARD MASTER NOTE TRUST, as Successor Owner

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Michael Santino

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Michael Santino

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President

  
							



 


S-1

















 


Schedule 2.7


 


Reporting Requirements


 


Servicer shall:


 


1.     Prepare a monthly report on behalf of Owner for each Series that is
outstanding in the manner described in the Indenture Supplement for such
Series.  Servicer shall also provide the
Indenture Trustee with an electronic or written form of such report for each
such Series for delivery as set forth in the Indenture Supplement for such
Series.


 


2.     Prepare and deliver the Monthly Report referred to (and as defined in)
the Funding Agreement to the parties and at the times specified therein.


 

















 


Exhibit A


 


Form of Annual Servicer’s Certificate


 


(To
be delivered on or before the 75th day following the end

of the fiscal year of Servicer beginning with
[                  ],

pursuant to Section 2.8 of the Servicing Agreement referred to below)


 


MONOGRAM
CREDIT CARD BANK OF GEORGIA


 


RFS
FUNDING TRUST


 


GE
CAPITAL CREDIT CARD MASTER TRUST


 


The undersigned, a duly
authorized representative of Monogram Credit Card Bank of Georgia, as Servicer
(“Monogram”), pursuant to the Servicing Agreement dated as of
June 27, 2003 (as may be further amended and supplemented from time to
time, the “Agreement”), among Monogram, RFS Funding Trust and GE Capital
Credit Card Master Note Trust, does hereby certify that:


 


1.  Monogram is, as of the date hereof, Servicer under the
Agreement.  Capitalized terms used in
this Certificate have their respective meanings as set forth in the Agreement.


 


2.  The undersigned is an Authorized Officer who is duly authorized
pursuant to the Agreement to execute and deliver this Certificate to the
Owners.


 


3.  A review of the activities of Servicer during the fiscal year
ended                   ,
       , and of its performance under
the Agreement was conducted under my supervision.


 


4.  Based on such review, Servicer has, to the best of my knowledge,
performed in all material respects its obligations under the Agreement
throughout such year and no default in the performance of such obligations has
occurred or is continuing except as set forth in paragraph 5.


 


5.  The following is a description of each default in the performance
of Servicer’s obligations under the provisions of the Agreement known to me to
have been made by Servicer during the fiscal year ended                   ,
      , which sets forth in detail (i) the
nature of each such default, (ii) the action taken by Servicer, if any, to
remedy each such default and (iii) the current status of each such default: [if applicable, insert “None.”]


 


IN WITNESS WHEREOF, the
undersigned has duly executed this Certificate this                   
day of                       ,
20    .


 


	
   

  	
  MONOGRAM CREDIT CARD BANK
  OF GEORGIA, as Servicer,

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
				



 


i