UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported) February 26, 2009
GE Capital Credit Card Master Note Trust
RFS Holding, L.L.C.
GE Money Bank
(Exact Name of Issuing Entity,
Depositor/Registrant and Sponsor
as Specified in their respective Charters)
Delaware
(State or Other Jurisdiction of Incorporation of Issuing Entity and Registrant)
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57-1173164 (RFS Holding, L.L.C.) |
333-107495
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20-0268039
(GE Capital Credit Card Master
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(Commission File Numbers for Registrant
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(Registrants I.R.S. Employer Identification Nos.
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777
Long Ridge Road Building B, 3
rd
Floor
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06927 |
(Address of Principal Executive Offices) |
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(Zip Code) |
(203) 585-6669
(Registrants Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into Material Definitive Agreements.
On February 26, 2009, GE Money Bank and RFS Holding, L.L.C. entered into the Designation of Removed Accounts and Sixth Amendment to Receivables Sale Agreement (the Designation ), a copy of which is filed with this Form 8-K as Exhibit 4.1.
On February 26, 2009, RFS Holding, L.L.C. and GE Capital Credit Card Master Note Trust (the Trust ) entered into the Reassignment of Receivables in Removed Accounts and Eighth Amendment to Transfer Agreement (the Reassignment ) , a copy of which is filed with this Form 8-K as Exhibit 4.2.
Pursuant to the Designation and the Reassignment, certain accounts (the Removed Accounts ) were removed from the pool of accounts securing the asset-backed notes issued by the Trust, and the Receivables in the Removed Accounts were reconveyed to RFS Holding, L.L.C. The Removed Accounts were selected from the retailer portfolios of JCPenney, Wal-Mart, Sams Club and Lowes and were selected for removal based on the related obligors having credit scores as determined by GE Money Banks proprietary credit scoring system below a specified level. On the removal date, the aggregate outstanding balance of the principal receivables in the Removed Accounts represent less than 8% of the total outstanding balance of the principal receivables of the Trust.
Item 9.01. Financial Statements and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits.
Exhibit No. |
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Document Description |
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4.1 |
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Designation of Removed Accounts and Sixth Amendment to Receivables Sale Agreement, dated as of February 26, 2009, between GE Money Bank and RFS Holding, L.L.C. |
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4.2 |
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Reassignment of Receivables in Removed Accounts and Eighth Amendment to Transfer Agreement, dated as of February 26, 2009, between GE Capital Credit Card Master Note Trust and RFS Holding, L.L.C. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
February 26, 2009 |
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RFS Holding, L.L.C., as depositor |
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By: |
/s/ Ravi Ramanujam |
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Name: |
Ravi Ramanujam |
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Title: |
Vice President |
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Exhibit 4.1
EXECUTION COPY
DESIGNATION OF REMOVED ACCOUNTS AND
SIXTH AMENDMENT TO RECEIVABLES SALE AGREEMENT
This DESIGNATION OF REMOVED ACCOUNTS AND SIXTH AMENDMENT TO RECEIVABLES SALE AGREEMENT, dated as of February 26, 2009 (this Designation ), is entered into between GE MONEY BANK, a federal savings bank organized under the laws of the United States, as Seller ( Seller ), and RFS HOLDING, L.L.C., a limited liability company organized under the laws of the State of Delaware ( Buyer ), pursuant to the Receivables Sale Agreement referred to below.
WITNESSETH:
WHEREAS Seller and Buyer are parties to the Receivables Sale Agreement, dated as of June 27, 2003, as amended by the Omnibus Amendment No. 1 to Securitization Documents, dated as of February 9, 2004, the RSA Assumption Agreement and Second Amendment to Receivables Sale Agreement, dated as of February 7, 2005, the Third Amendment to Receivables Sale Agreement, dated as of December 21, 2006, the Fourth Amendment to Receivables Sale Agreement, dated as of May 21, 2008, and the Designation of Removed Accounts and Fifth Amendment to Receivables Sale Agreement, dated as of December 29, 2008 (as amended, the Receivables Sale Agreement );
WHEREAS the Subject Accounts (as defined below) have been designated for removal;
WHEREAS pursuant to the Receivables Sale Agreement, Seller wishes to remove from Buyer all Transferred Receivables owned by Buyer in the Subject Accounts and to cause Buyer to convey the Transferred Receivables of such Removed Accounts, whether now existing or hereafter created, from Buyer to PLT Holding, L.L.C. ( PLT ), as the designee of Seller;
WHEREAS Buyer is willing to accept such designation and to convey the Transferred Receivables in the Removed Accounts to PLT subject to the terms and conditions hereof; and
WHEREAS Buyer and Seller desire to amend the Receivables Sale Agreement as set forth herein;
NOW, THEREFORE, Seller and Buyer hereby agree as follows:
1. Defined Terms . All terms defined in the Receivables Sale Agreement and used herein shall have such defined meanings when used herein, unless otherwise defined herein.
Removal Date means, with respect to the Removed Accounts designated hereby, February 26, 2009.
Removal Cut-Off Date means, with respect to the Removed Accounts, February 21, 2009.
2. Designation of Removed Accounts . All Accounts listed on Schedule 1 to this Designation (the Subject Accounts ) are designated as Removed Accounts pursuant to this Designation. Schedule 1 to this Designation, as of the Removal Date, shall supplement Schedule 1 to the Receivables Sale Agreement as required by Section 2.1(b) of the Receivables Sale Agreement.
3. Agreement to Convey of Transferred Receivables to Sellers Designee . Buyer hereby agrees to transfer, assign, set over and otherwise convey to PLT, pursuant to the execution of an assignment agreement substantially in the form of Exhibit A attached hereto, on and after the Removal Date, all right, title and interest of Buyer in, to and under the Transferred Receivables existing at the close of business on the Removal Cut-Off Date and thereafter created from time to time in the Removed Accounts designated hereby, the Related Security and Collections with respect thereto, together with all monies due or to become due and all amounts received or receivable with respect thereto and all Insurance Proceeds related thereto and all proceeds of the foregoing.
4. Amendments to Receivables Sale Agreement . (a) Notwithstanding the requirement in Section 2.7(a)(iv) of the Receivables Sale Agreement that Accounts be chosen for removal on a random basis, the Subject Accounts may be designated as Removed Accounts pursuant to this Reassignment. Such Removed Accounts have been selected from the Accounts relating to Sams Club Retailers, Wal-Mart Retailers, JCPenney Retailers and Lowes Retailers and have been selected for removal based on credit scores. The Seller shall not be required to deliver an Officers Certificate regarding the statements made in Section 2.7(a)(iv) in connection with the Subject Accounts.
(b) Notwithstanding anything to the contrary in the Receivables Sale Agreement, Buyer and PLT, as designee of Seller, may agree, pursuant to the execution of an assignment agreement substantially in the form of Exhibit A attached hereto, that the Transferred Receivables existing at the close of business on the Removal Cut-Off Date and thereafter created from time to time in the Removed Accounts designated hereby, the Related Security and Collections with respect thereto, together with all monies due or to become due and all amounts received or receivable with respect thereto and all Insurance Proceeds related thereto and all proceeds of the foregoing, will be assigned by Buyer to PLT.
(c) Notwithstanding the definition of Account Schedule in the Receivables Sale Agreement, the Account Schedule delivered in connection with the Designation shall set forth the receivables balance for each Removed Account as of the Removal Cut-Off Date, rather than the Removal Notice Date.
5. Representations and Warranties of Seller . Seller hereby represents and warrants to Buyer as of the Removal Date:
Removal Designation and Sixth
Amendment to Receivables Sale
Agreement
(a) Legal, Valid and Binding Obligation . This Designation constitutes a legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting the enforcement of creditors rights in general and except as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity); and
(b) List of Removed Accounts . The list of Removed Accounts attached hereto, is an accurate and complete listing in all material respects of all the Removed Accounts as of the Removal Cut-Off Date.
6. Effectiveness . This Designation shall become effective as of the date first written above; provided that Buyer and Seller shall have executed a counterpart of this Designation.
7. Binding Effect; Ratification . (a) On and after the execution and delivery hereof, (i) this Designation shall be a part of the Receivables Sale Agreement and (ii) each reference in the Receivables Sale Agreement to this Agreement, hereof, hereunder or words of like import, and each reference in any other Related Document to the Receivables Sale Agreement, shall mean and be a reference to such Receivables Sale Agreement as amended hereby.
(b) Except as expressly amended hereby, the Receivables Sale Agreement shall remain in full force and effect and is hereby ratified and confirmed by the parties hereto.
8. No Proceedings . Until the date one year plus one day following the date on which all amounts due with respect to securities rated by a Rating Agency that were issued by any entity holding Transferred Assets or an interest therein have been paid in full in cash, Seller shall not, directly or indirectly, institute or cause to be instituted against Buyer any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceeding under any federal or state bankruptcy or similar law; provided that the foregoing shall not in any way limit Sellers right to pursue any other creditor rights or remedies that Seller may have under any applicable law. The Receivables Sale Agreements and obligations of the Seller under this Section 8 shall survive the termination of this Agreement.
9. Miscellaneous . (a) THIS DESIGNATION SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
(b) Headings used herein are for convenience of reference only and shall not affect the meaning of this Designation.
(c) This Designation may be executed in any number of counterparts, and by the parties hereto on separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same agreement. Executed counterparts may be delivered electronically.
IN WITNESS WHEREOF, the undersigned have caused this Designation to be duly executed and delivered by their respective duly authorized officers on the day and year first above written.
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RFS HOLDING, L.L.C. , Buyer |
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By: |
/s/ Ravi Ramanujam |
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Name: Ravi Ramanujam |
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Title: Vice President |
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GE MONEY BANK, Seller |
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By: |
/s/ Brent Wallace |
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Name: Brent Wallace |
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Title: Chief Operating Officer |
EXECUTION COPY
Schedule 1
REMOVED ACCOUNTS
[On file with General Electric Capital Corporation.]
Exhibit A
FORM OF ASSIGNMENT OF RECEIVABLES IN REMOVED ACCOUNTS
This ASSIGNMENT OF RECEIVABLES IN REMOVED ACCOUNTS, dated as of February 26, 2009 (this Assignment ), is entered into between PLT HOLDING, L.L.C., a limited liability company organized under the laws of the State of Delaware ( PLT ), and RFS HOLDING, L.L.C., a limited liability company organized under the laws of the State of Delaware ( RFSHL ), pursuant to the Receivables Sale Agreement referred to below.
WITNESSETH:
WHEREAS RFSHL and GE Money Bank ( GEMB ) are parties to the Receivables Sale Agreement, dated as of June 27, 2003, as amended by the Omnibus Amendment No. 1 to Securitization Documents, dated as of February 9, 2004, the RSA Assumption Agreement and Second Amendment to Receivables Sale Agreement, dated as of February 7, 2005, the Third Amendment to Receivables Sale Agreement, dated as of December 21, 2006, the Fourth Amendment to Receivables Sale Agreement, dated as of May 21, 2008, the Designation of Removed Accounts and Fifth Amendment to Receivables Sale Agreement, dated as of December 29, 2008, and the Designation of Removed Accounts and Sixth Amendment to Receivables Sale Agreement, dated as of February 26, 2009 (as amended, the Agreement );
WHEREAS GEMB has designated certain Accounts (the Removed Accounts ) as Removed Accounts under the Agreement pursuant to the Designation of Removed Accounts and Sixth Amendment to Receivables Sale Agreement, dated as of February 26, 2009 (the Designation ), between RFSHL and GEMB;
WHEREAS pursuant to the Designation, GEMB has directed RFSHL to sell the Transferred Receivables arising in such Removed Accounts, whether now existing or hereafter created, to PLT, as the designee of GEMB; and
WHEREAS RFSHL is willing to sell the Transferred Receivables in the Removed Accounts to PLT, and PLT is willing to purchase the Transferred Receivables in the Removed Accounts, in each case subject to the terms and conditions hereof;
NOW, THEREFORE, PLT and RFSHL hereby agree as follows:
1. Defined Terms . All terms defined in the Agreement and used herein shall have such defined meanings when used herein, unless otherwise defined herein. The terms Removal Date and Removal Cut-Off Date shall have the respective meanings assigned to such terms in the Designation.
2. Conveyance of Transferred Receivables . (a) In consideration of the payment by PLT to RFSHL of the Purchase Price on the Removal Date pursuant to Section 2(c) , RFSHL does hereby sell, transfer, assign, set over and otherwise convey to PLT, without representation, warranty or recourse, and PLT does hereby purchase and
Assignment to PLT
accept, on and after the Removal Date, all right, title and interest of RFSHL in, to and under the Transferred Receivables existing at the close of business on the Removal Cut-Off Date and thereafter created from time to time in the Removed Accounts, the Related Security and Collections with respect thereto, together with all monies due or to become due and all amounts received or receivable with respect thereto and all Insurance Proceeds related thereto and all proceeds of the foregoing (the Conveyed Property ).
(b) In connection with such transfer, RFSHL agrees to execute and deliver to PLT on or prior to the date this Assignment is delivered, applicable UCC-1 financing statements prepared by RFSHL with respect to the Conveyed Property meeting the requirements of applicable state law, in such manner and such jurisdictions as are necessary to perfect the interest of PLT in the Conveyed Property.
(c) On the Removal Date, PLT shall pay to RFSHL a price as agreed between PLT and RFSHL, which represents the fair market value of the Conveyed Property (the Purchase Price ).
3. Representations and Warranties . Each of PLT and RFSHL hereby represents and warrants as of the Removal Date that this Assignment constitutes a legal, valid and binding obligation of such party enforceable against such party in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting the enforcement of creditors rights in general and except as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity).
4. Effectiveness . This Assignment shall become effective as of the date first written above; provided that RFSHL and PLT shall have executed a counterpart of this Assignment.
5. No Proceedings .
(a) Until the date one year plus one day following the date on which all amounts due with respect to securities rated by a Rating Agency that were issued by any entity holding Transferred Assets or an interest therein have been paid in full in cash, PLT shall not, directly or indirectly, institute or cause to be instituted against RFSHL any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceeding under any federal or state bankruptcy or similar law; provided that the foregoing shall not in any way limit PLTs right to pursue any other creditor rights or remedies that PLT may have under any applicable law. The agreements and obligations of PLT under this Section 5 shall survive the assignment of the Conveyed Property and the termination of this Agreement.
(b) Until the date one year plus one day following the date on which all amounts due with respect to securities rated by a Rating Agency that were issued by any entity holding Transferred Assets or an interest therein have been paid in full in cash, RFSHL shall not, directly or indirectly, institute or cause to be instituted against PLT any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceeding under any federal or state bankruptcy or similar law; provided that the foregoing shall not in any way limit RFSHLs right to pursue any other creditor rights or remedies that RFSHL may have under any applicable law. The agreements and obligations of RFSHL under this Section 5 shall survive the assignment of the Conveyed Property and the termination of this Agreement.
6. Miscellaneous . (a) THIS ASSIGNMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
(b) Headings used herein are for convenience of reference only and shall not affect the meaning of this Assignment.
(c) This Assignment may be executed in any number of counterparts, and by the parties hereto on separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same agreement. Executed counterparts may be delivered electronically.
IN WITNESS WHEREOF, the undersigned have caused this Assignment to be duly executed and delivered by their respective duly authorized officers on the day and year first above written.
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RFS HOLDING, L.L.C. |
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By: |
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Name: Ravi Ramanujam |
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Title: Vice President |
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PLT HOLDING, L.L.C. |
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Removal Designation and Sixth
Amendment to Receivables Sale
Agreement
Exhibit 4.2
EXECUTION COPY
REASSIGNMENT NO. 4 OF RECEIVABLES IN REMOVED
ACCOUNTS AND
EIGHTH AMENDMENT TO TRANSFER AGREEMENT
This REASSIGNMENT No. 4 OF RECEIVABLES IN REMOVED ACCOUNTS AND EIGHTH AMENDMENT TO TRANSFER AGREEMENT, dated as of February 26, 2009 (the Reassignment ), is entered into between RFS HOLDING, L.L.C., a limited liability company organized under the laws of the State of Delaware, as Transferor (the Transferor ), and GE CAPITAL CREDIT CARD MASTER NOTE TRUST (the Buyer ), pursuant to the Transfer Agreement referred to below.
WITNESSETH:
WHEREAS Transferor and Buyer are parties to the Transfer Agreement, dated as of September 25, 2003, as amended by the Omnibus Amendment No. 1 to Securitization Documents, dated as of February 9, 2004, the Second Amendment to Transfer Agreement, dated as of June 17, 2004, the Third Amendment to Transfer Agreement, dated as of November 21, 2004, the Fourth Amendment to Transfer Agreement, dated as of August 31, 2006, the Fifth Amendment to Transfer Agreement, dated as of December 21, 2006, the Sixth Amendment to Transfer Agreement, dated as of May 21, 2008, and the Reassignment of Receivables in Removed Accounts and Seventh Amendment to Transfer Agreement, dated as of December 29, 2008 (as amended, the Transfer Agreement );
WHEREAS the Subject Accounts (as defined below) have been designated for removal;
WHEREAS pursuant to the Transfer Agreement, Transferor wishes to remove from Buyer all Transferred Receivables owned by Buyer in the Subject Accounts and to cause Buyer to reconvey the Transferred Receivables of such Removed Accounts, whether now existing or hereafter created, from Buyer to Transferor;
WHEREAS Buyer is willing to accept such designation and to reconvey the Transferred Receivables in the Removed Accounts subject to the terms and conditions hereof; and
WHEREAS Buyer and Transferor desire to amend the Transfer Agreement as set forth herein;
NOW, THEREFORE, Transferor and Buyer hereby agree as follows:
1. Defined Terms . All terms defined in the Transfer Agreement and used herein shall have such defined meanings when used herein, unless otherwise defined herein.
Removal Date means, with respect to the Removed Accounts designated hereby, February 26, 2009.
Removal Cut-Off Date means, with respect to the Removed Accounts, February 21, 2009.
2. Designation of Removed Accounts . All Accounts listed on Schedule 1 to this Reassignment (the Subject Accounts ) are designated as Removed Accounts pursuant to this Reassignment. Schedule 1 to this Reassignment, as of the Removal Date, shall supplement Schedule 1 to the Transfer Agreement as required by Section 2.1(c) of the Transfer Agreement.
3. Conveyance of Transferred Receivables . (a) Buyer does hereby transfer, assign, set over and otherwise convey to Transferor, without representation, warranty or recourse, on and after the Removal Cut-Off Date, all right, title and interest of Buyer in, to and under the Transferred Receivables existing at the close of business on the Removal Cut-Off Date and thereafter created from time to time in the Removed Accounts designated hereby, the Related Security and Collections with respect thereto, together with all monies due or to become due and all amounts received or receivable with respect thereto and all Insurance Proceeds related thereto and all proceeds of the foregoing.
(b) In connection with such transfer, Buyer agrees to execute and deliver to Transferor on or prior to the date this Reassignment is delivered, applicable termination statements prepared by Transferor with respect to the Transferred Receivables existing at the close of business on the Removal Cut-Off Date and thereafter created from time to time in the Removed Accounts reassigned hereby and the proceeds thereof evidencing the release by Buyer of its interest in the Transferred Receivables in the Removed Accounts, and meeting the requirements of applicable state law, in such manner and such jurisdictions as are necessary to terminate such interest.
4. Amendment to Transfer Agreement . Notwithstanding the requirement in Section 2.7(a)(iv)(D) of the Transfer Agreement that Accounts be chosen for removal on a random basis, the Subject Accounts may be designated as Removed Accounts pursuant to this Reassignment. Such Removed Accounts have been selected from the Accounts relating to Sams Club Retailers, Wal-Mart Retailers, JCPenney Retailers and Lowes Retailers and have been selected for removal based on credit scores. The Transferor shall not be required to deliver an Officers Certificate regarding the statements made in Section 2.7(a)(iv)(D) in connection with the Subject Accounts.
5. Representations and Warranties of Transferor . Transferor hereby represents and warrants to Buyer as of the Removal Date:
(a) Legal, Valid and Binding Obligation . This Reassignment constitutes a legal, valid and binding obligation of Transferor enforceable against Transferor in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting the enforcement of creditors rights in general and except as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity);
Reassignment
No. 4 and Eighth
Amendment to Transfer Agreement
(b) Early Amortization Event . Transferor reasonably believes that (i) the Transferor has used reasonable efforts to avoid having the removal of the Transferred Receivables existing in the Removed Accounts designated hereby cause an Early Amortization Event to occur with respect to any series, and (ii) no selection procedure believed by Transferor to be materially adverse to the interests of Buyer or any of its creditors has been used in removing Removed Accounts designated hereby from among any pool of Accounts of a similar type (it being understood that Transferor will not be deemed to have used such an adverse selection procedure in connection with any Involuntary Removal) as of the Removal Date;
(c) List of Removed Accounts . The list of Removed Accounts attached hereto as Schedule 1 , is an accurate and complete listing in all material respects of all the Removed Accounts as of the Removal Cut-Off Date; and
(d) Receivables Tests . The aggregate Outstanding Balance of Principal Receivables in the Removed Accounts did not exceed the lesser of (A) the excess of the Free Equity Amount over the Minimum Free Equity Amount or (B) the excess of the Note Trust Principal Balance over the Required Principal Balance, all measured as of the end of the most recently ended Monthly Period.
6. Effectiveness . This Reassignment shall become effective as of the date first written above; provided that (i) Buyer and Transferor shall have executed a counterpart of this Reassignment, (ii) the Rating Agency Condition shall have been satisfied with respect to this Reassignment and (iii) the Transferor shall have delivered an Officers Certificate to the Issuer certifying that the amendments in Section 4 of this Reassignment will not cause an Adverse Effect (as such term is defined in the Indenture).
7. Binding Effect; Ratification . (a) On and after the execution and delivery hereof, (i) this Reassignment shall be a part of the Transfer Agreement and (ii) each reference in the Transfer Agreement to this Agreement, hereof, hereunder or words of like import, and each reference in any other Related Document to the Transfer Agreement, shall mean and be a reference to such Agreement as amended hereby.
(b) Except as expressly amended hereby, the Transfer Agreement shall remain in full force and effect and is hereby ratified and confirmed by the parties hereto.
8. Miscellaneous . (a) THIS REASSIGNMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
(b) Headings used herein are for convenience of reference only and shall not affect the meaning of this Reassignment.
(c) This Reassignment may be executed in any number of counterparts, and by the parties hereto on separate counterparts, each of which shall be an original and all
of which taken together shall constitute one and the same agreement. Executed counterparts may be delivered electronically.
9. No Recourse . It is expressly understood and agreed by the parties hereto that (a) this Reassignment is executed and delivered by BNY Mellon Trust of Delaware, not individually or personally but solely as trustee of the Buyer, in the exercise of the powers and authority conferred and vested in it, (b) each of the representations, undertakings and agreements herein made on the part of the Buyer is made and intended not as personal representations, undertakings and agreements by BNY Mellon Trust of Delaware but is made and intended for the purpose of binding only the Buyer, (c) nothing herein contained shall be construed as creating any liability on BNY Mellon Trust of Delaware, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto and (d) under no circumstances shall BNY Mellon Trust of Delaware be personally liable for the payment of any indebtedness or expenses of the Buyer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Buyer under this Reassignment or any other related documents.
IN WITNESS WHEREOF, the undersigned have caused this Reassignment to be duly executed and delivered by their respective duly authorized officers on the day and year first above written.
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RFS HOLDING, L.L.C. , Transferor |
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By: |
/s/ Ravi Ramanujam |
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Name: Ravi Ramanujam |
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Title: Vice President |
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GE CAPITAL CREDIT CARD MASTER NOTE TRUST, Buyer |
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By: |
BNY MELLON TRUST OF DELAWARE
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By: |
/s/ Kristine K. Gullo |
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Name: |
Kristine K. Gullo |
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Title: |
Vice President |
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Schedule 1
REMOVED ACCOUNTS
[On file with General Electric Capital Corporation.]