RFS HOLDING LLC (Form: S-3, Received: 05/16/2012 15:52:43)

As filed with the Securities and Exchange Commission on May 16, 2012

Registration No. __________

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

GE Capital Credit Card Master Note Trust

(Issuing Entity)

RFS Holding, L.L.C.

(Depositor to GE Capital Credit Card Master Note Trust)

(Exact name of Registrant and Issuing entity as specified in their respective charters)

Delaware		57-1173164
(State of Incorporation of Issuing Entity and Registrant)		20-0268039
		(I.R.S. Employer
		Identification Nos. for Registrant and Issuing Entity,
		respectively)

777 Long Ridge Road

Stamford, CT 06927

Tel: (877) 441-5094

(Address, including zip code, and telephone number, including

area code, of registrant’s principal executive offices)

Daniel Ro, Esq.

Vice President and Counsel

GE Capital – Retail Finance

901 Main Avenue

Norwalk, CT 06851

Tel: (203) 585-6254

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copy to:

Julie A. Gillespie, Esq.

71 South Wacker Drive

Chicago, Illinois 60606-4637

(312) 782-0600

Approximate date of commencement of proposed sale to the public: From time to time after this Registration Statement becomes effective as determined by market conditions.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, check the following box. ¨

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ¨

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer: ¨	Accelerated Filer: ¨
Non-Accelerated Filer: x	Smaller reporting company: ¨

CALCULATION OF REGISTRATION FEE

Proposed

Maximum

Offering Price

Aggregate

Amount of

Title of Each Class of Securities

Amount to be

Per

Offering

Registration

to be Registered

Registered

Unit

Price

Fee

Asset Backed Notes

1,000,000

100

1,000,000

114.60

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

Introductory Note

This registration statement includes:

•

a representative form of prospectus supplement to the base prospectus relating to the offering by GE Capital Credit Card Master Note Trust of a series of asset-backed notes; and

•

a representative form of base prospectus relating to asset-backed notes of GE Capital Credit Card Master Note Trust.

Subject to Completion, dated [ l ] [ l ], 20[ l ]

Prospectus Supplement to Prospectus dated [ l ] [ l ], 20[ l ]

The information in this preliminary prospectus supplement and the attached prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus supplement and the attached prospectus are not an offer to sell these securities and we are not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

GE Capital Credit Card Master Note Trust

Issuing Entity

RFS Holding, L.L.C.		GE Capital Retail Bank
Depositor		Sponsor

$[Aggregate Amount ] Series 20 [ l ] - [ l ] Asset Backed Notes ⁽¹⁾

	Class A Notes	Class B Notes	Class C Notes
Principal amount	$[ l ]	$[ l ]	$[ l ]
Interest rate	[One-month LIBOR plus]	[One-month LIBOR plus]	[One-month LIBOR plus]
	[ l ]% per year ⁽²⁾	[ l ]% per year ⁽²⁾	[ l ]% per year ⁽²⁾
Interest payment dates	monthly on the [ l ],	monthly on the [ l ],	monthly on the [ l ],
	beginning [ l ], [ l ]	beginning [ l ], [ l ]	beginning [ l ], [ l ]

Expected principal payment date	[ l ] payment date	[ l ] payment date	[ l ] payment date
Final maturity date	[ l ] payment date	[ l ] payment date	[ l ] payment date
Price to public	$[ l ] (or [ l ]%)	$[ l ] (or [ l ]%)	$[ l ] (or [ l ]%)
Underwriting discount	$[ l ] (or [ l ]%)	$[ l ] (or [ l ]%)	$[ l ] (or [ l ]%)
Proceeds to issuing entity	$[ l ] (or [ l ]%)	$[ l ] (or [ l ]%)	$[ l ] (or [ l ]%)

(1)

The issuing entity may offer and sell Series 20 [ l ] - [ l ] notes having an aggregate initial principal amount that is either greater or less than the amount shown above. In that event, the initial principal amount of each class of notes and the initial excess collateral amount will be proportionally increased or decreased.

(2)

[Further disclosure of how one-month LIBOR is determined and disclosure of how the interest rate for the initial interest payment date is calculated are included under “ Disclosure of Series Provisions – Interest Rate Payments ” on page S-24.]

The notes will be paid from the issuing entity’s assets consisting primarily of receivables in a portfolio of private label and co-branded revolving credit card accounts owned by GE Capital Retail Bank.

Each class of notes benefits from credit enhancement in the form of subordination of any junior classes of notes, a specified amount of excess collateral and, for the Class C notes, a spread account. [In addition, the issuing entity will enter into an interest rate swap for the Class A notes, the Class B notes and the Class C notes with [ l ], as the initial swap counterparty.]

We expect to issue your series of notes in book-entry form on or about [ l ] [ l ], 20[ l ].

You should consider carefully the risk factors beginning on page S-14 in this prospectus supplement and page 1 in the prospectus.

A note is not a deposit and neither the notes nor the underlying accounts or receivables are insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency. The notes are obligations of GE Capital Credit Card Master Note Trust only and are not obligations of RFS Holding, L.L.C., GE Capital Retail Bank, General Electric Capital Corporation, their respective affiliates or any other person. This prospectus supplement may be used to offer and sell the notes only if accompanied by the prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved these notes or determined if this prospectus supplement or the prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Underwriters of the Class A notes

Underwriters of the Class B notes

Underwriters of the Class C notes

[ l ] [ l ], 20[ l ]

TABLE OF CONTENTS

	Page
Summary of Terms	S-1
Series 20[ · ]- [ · ]	S-1
Offered Notes	S-2
Structural Summary	S-3
Issuing Entity	S-3
Collateral for the Notes	S-3
Addition of Assets to the Trust	S-3
Removal of Assets from the Trust	S-4
Other Series of Notes	S-4
Equity Amount	S-5
Allocations of Collections and Losses	S-5
Application of Finance Charge Collections	S-6
Application of Principal Collections	S-7
Interest on the Notes	S-8
Credit Enhancement	S-8
[Interest Rate Swaps]	S-9
Early Amortization Events	S-10
Events of Default	S-11
Optional Redemption	S-12
Servicing and Servicer’s Fee	S-12
Tax Status	S-12
State Tax Consequences	S-12
ERISA Considerations	S-12
Risk Factors	S-13
Ratings	S-13
RFS Holding, L.L.C.	S-13
Risk Factors	S-14
Receivables Performance	S-17
Delinquency and Loss Experience	S-17
Revenue Experience	S-20
Composition of the Trust Portfolio	S-20
Static Pool Information	S-25
Maturity Considerations	S-26
Controlled Accumulation Period	S-26
Early Amortization Period	S-26
Payment Rates	S-26
Use of Proceeds	S-28
Description of Series Provisions	S-28
General	S-28
Collateral Amount	S-28
Allocation Percentages	S-29
Interest Payments	S-30
[Interest Rate Swaps	S-30
[Interest Rate Swap Counterparty	S-32
Revolving Period; Source of Principal Payments	S-32
Controlled Accumulation Period	S-32
Early Amortization Period	S-33
Subordination	S-33
Application of Finance Charge Collections	S-34
Reallocation of Principal Collections	S-35
Investor Charge-Offs	S-36
Sharing Provisions	S-36
Principal Accumulation Account	S-36
Excess Collateral Amount	S-37
Reserve Account	S-38
Spread Account	S-39
Spread Account Distributions	S-39
Early Amortization Events	S-39
Events of Default	S-41
Servicing Compensation and Payment of Expenses	S-41
Reports to Noteholders	S-41
Legal Proceedings	S-42
Underwriting	S-42
Legal Matters	S-44
Glossary of Terms for Prospectus Supplement	S-45
ANNEX I - OTHER SERIES OF NOTES ISSUED AND OUTSTANDING	A-1-1
ANNEX II - MONTHLY NOTEHOLDER’S STATEMENT GE CAPITAL CREDIT CARD MASTER NOTE TRUST	A-2-1

Important Notice about Information Presented in this

Prospectus Supplement and the Accompanying Prospectus

We (RFS Holding, L.L.C.) provide information to you about the notes in two separate documents: (a) the accompanying prospectus, which provides general information, some of which may not apply to your series of notes, and (b) this prospectus supplement, which describes the specific terms of your series of notes.

Whenever the information in this prospectus supplement is more specific than the information in the accompanying prospectus, you should rely on the information in this prospectus supplement.

You should rely only on the information provided in this prospectus supplement and the accompanying prospectus, including the information incorporated by reference. We have not authorized anyone to provide you with different information. We are not offering the notes in any state where the offer is not permitted.

We include cross references in this prospectus supplement and the accompanying prospectus to captions in these materials where you can find further related discussions. The preceding Table of Contents and the Table of Contents in the accompanying prospectus provide the pages on which these captions are located.

Summary of Terms

Issuing Entity:		GE Capital Credit Card Master Note Trust

Depositor:		RFS Holding, L.L.C.

Sponsor :		GE Capital Retail Bank

Servicer and Administrator :		General Electric Capital Corporation

Indenture Trustee :		Deutsche Bank Trust Company Americas

Owner Trustee :		BNY Mellon Trust of Delaware

Expected Closing Date :		[ l ], [ l ]

Commencement of Accumulation Period
(subject to adjustment) :		[ l ], [ l ]

Expected Principal Payment Date :		[ l ] payment date

Final Maturity Date :		[ l ] payment date

Clearance and Settlement :		DTC/Clearstream/Euroclear

Denominations :		The Class A notes will be issued in minimum $[100,000], and in integral multiples of $[1,000] and the Class B notes and the Class C notes will be issued in minimum denominations of $[100,000] and in integral multiples of $[1].

Servicing Fee Rate :		[ l ]% per year

Initial Collateral Amount :		$[ l ]

Primary Assets of the Issuing Entity :		Receivables generated by a portfolio of private label and co-branded revolving credit card accounts owned by GE Capital Retail Bank

Offered Notes :		The Class A notes, Class B notes and Class C notes are offered by this prospectus supplement and the accompanying prospectus

Series 20[ l ]- [ l ]

	Amount
	(subject to increase or	% of Initial Collateral
Class	decrease)	Amount
Class A notes	$			%
Class B notes	$			%
Class C notes	$			%
Excess collateral amount	$			%
Initial collateral amount	$		100.00	%

S- 1

Offered Notes

	Class A	Class B	Class C
Principal Amount (subject to increase or decrease):	$[ l ]	$[ l ]	$[ l ]

Anticipated Ratings ⁽¹⁾	We expect that the Class A notes will receive credit ratings from two nationally recognized statistical rating organizations hired by the sponsor to rate the notes (the “Hired Agencies”).	We expect that the Class B notes will receive credit ratings from the Hired Agencies.	We expect that the Class C notes will receive credit ratings from the Hired Agencies.

Credit Enhancement:	subordination of Class B and Class C and excess collateral amount	subordination of Class C and excess collateral amount	excess collateral amount and spread account

Interest Rate:	[One-month LIBOR plus]	[One-month LIBOR plus]	[One-month LIBOR plus]
	[ l ]% per year	[ l ]% per year	[ l ]% per year

Interest Accrual Method:	[30] [actual]/360	[30] [actual]/360	[30] [actual]/360

Interest Payment Dates:	monthly (15th), beginning	monthly (15th), beginning	monthly (15th), beginning
	[ l ], [ l ]	[ l ], [ l ]	[ l ], [ l ]

[Interest Rate Index Reset Date:]	[Two London business days before each interest payment date]	[Two London business days before each interest payment date]	[Two London business days before each interest payment date]

ERISA Eligibility:	Yes, subject to important considerations described under “ ERISA Considerations ” in the accompanying prospectus.

Debt for United States Federal Income Tax Purposes:	Yes, subject to important considerations described under “ Federal Income Tax Consequences ” in the accompanying prospectus.

⁽¹⁾

Ratings on the notes are expected to be monitored by the Hired Agencies while the notes are outstanding.

S- 2

Structural Summary

This summary is a simplified presentation of the major structural components of Series 20[ l ]-[ l ]. It does not contain all of the information that you need to consider in making your investment decision. You should carefully read this entire document and the accompanying prospectus before you purchase any notes.

*Certain receivables were transferred by GE Capital Retail Bank to PLT Holding, L.L.C. which in turn transferred those receivables to RFS Holding, L.L.C.

Issuing Entity

The notes will be issued by GE Capital Credit Card Master Note Trust, a Delaware statutory trust, which is referred to in this prospectus supplement as the issuing entity or the trust. The notes will be issued under an indenture supplement to an indenture, each between the trust and the indenture trustee. The trust’s principal offices are at the following address: c/o General Electric Capital Corporation, as administrator, 777 Long Ridge Rd., Building B, 3 ^rd Floor, Stamford, CT 06927. The contact phone number is (877)-441-5094.

The indenture trustee is Deutsche Bank Trust Company Americas.

Collateral for the Notes

The notes are secured by a pool of receivables that arise under certain of GE Capital Retail Bank’s private label and co-branded revolving credit card accounts. We refer to the receivables securing the notes as the transferred receivables, and we refer to the accounts that have been designated as trust accounts as the trust portfolio.

The following information regarding the trust portfolio is as of [ l ], [ l ]:

•

total transferred receivables: $[ l ]

•

principal receivables: $[ l ]

•

finance charge receivables: $[ l ]

•

total number of accounts designated to the trust portfolio: [ l ]

As of [ l ] [ l ]:

•

The accounts designated for the trust portfolio had an average total receivable balance of approximately $[ l ] and an average credit limit of approximately $[ l ].

•

For accounts designated for the trust portfolio, the percentage of the aggregate total receivable balance to the aggregate total credit limit was [ l ]%.

•

For accounts designated for the trust portfolio, the average age of the accounts was approximately [ l ] months.

Addition of Assets to the Trust

When an account has been designated as a trust account, GE Capital Retail Bank continues to own the account, but we buy all receivables existing at the time of designation or created later and transfer them to the trust. GE Capital Retail Bank has the option to designate additional accounts, which must meet the criteria for eligible accounts described under “ The Trust Portfolio—Representations and Warranties of the Depositor ” in the accompanying prospectus, as trust accounts from time to time. If the volume of additional accounts designated exceeds specified periodic limitations, then additional new accounts can

S- 3

only be designated if the rating agency condition is satisfied. Satisfaction of the rating agency condition is also required if GE Capital Retail Bank wishes to designate any accounts that it acquired from third-party financial institutions or accounts in a new retailer program. See “ The Trust Portfolio—Additions of Trust Assets ” in the accompanying prospectus for a more detailed description of the limitations on our ability to designate additional accounts. In addition, GE Capital Retail Bank is required to designate additional accounts as trust accounts if the amount of principal receivables held by the trust falls below a specified minimum, as more fully described in “ The Trust Portfolio—Addition of Trust Assets ” in the accompanying prospectus.

Removal of Assets from the Trust

Optional Removals

We have the right to remove accounts from the list of designated accounts and to repurchase the related receivables from the trust in two circumstances. First, when the trust holds excess receivables, we may remove accounts and repurchase the related receivables on a random basis, subject to the satisfaction of the rating agency condition. Second, some retailers have the right to purchase or to designate a third party to purchase receivables relating to their credit card program if the program is terminated. If a retailer exercises this right, we will remove and repurchase the related accounts and receivables and are not required to satisfy the rating agency condition. The conditions that must be satisfied when we remove accounts from the list of designated accounts are more fully described under “ The Trust Portfolio—Removal of Accounts ” in the accompanying prospectus.

Required Removals

We are required to repurchase receivables from the trust if it is discovered that they did not satisfy eligibility requirements in some material respect at the time that we transferred them to the trust, and the ineligibility results in a charge-off or an impairment of the trust’s rights in the transferred receivables or their proceeds. Similarly, the servicer is required to purchase receivables from the trust if the servicer fails to satisfy any of its obligations in connection with the transferred receivables or trust accounts, and the failure results in a material impairment of the transferred receivables or subjects their proceeds to a conflicting lien. These repurchase and purchase obligations are subject to cure periods and are more fully described in “ The Trust Portfolio—Representations and Warranties of the Depositor ” and “ The Servicers—Servicer’s Representations, Warranties and Covenants ” in the accompanying prospectus.

Other Series of Notes

[It is expected that the trust will issue an additional series of term notes designated as Series 20[ l ]- [ l ] and one or more additional series of variable funding notes on or about the closing date.]

The trust has issued other series of notes and may issue additional series of notes from time to time in the future. A summary of the series of notes expected to be outstanding as of the closing date is in “ Annex I: Other Series of Notes Issued and Outstanding ”, which is included at the end of this prospectus supplement and is incorporated into this prospectus supplement. Neither you nor any other noteholder will have the right to receive notice of, or consent to, the issuance of future series of notes.

No new series of notes may be issued unless the conditions described in “ Description of the Notes—New Issuances of Notes ” in the accompanying prospectus are satisfied, including:

•

the rating agency condition is satisfied;

•

we certify, based on facts known to the certifying officer, that the new issuance will not cause an early amortization event or an event of default or materially or adversely affect the amount or timing of distributions to be made to any class of noteholders;

•

after giving effect to the new issuance, the free equity amount would not be less than the minimum free equity amount and the amount of principal receivables held by the trust and the principal amount of any participation interests held by the trust, together with any amount on deposit in the excess funding account, would at least equal the required minimum amount for the trust; and

•

an opinion with respect to certain tax matters is delivered.

S- 4

Equity Amount

We refer to the excess of the sum of the total amount of principal receivables and the principal amount of any participation interests held by the trust, plus any balance in the excess funding account and the amount of principal collections on deposit in other trust accounts over the aggregate outstanding principal amount of all of the trust’s notes as the equity amount. To provide support for your notes, we are required to maintain an equity amount in the trust of not less than the excess collateral amount for your notes. The excess collateral amount for your series provides credit enhancement by absorbing losses and uncovered dilution on the transferred receivables allocated to your series to the extent not covered by finance charge collections available to your series.

The equity amount at any time may exceed the excess collateral amount for your series and any excess collateral amounts required to be maintained for other series of notes. We refer to this excess amount, if any, as the free equity amount. We are required to maintain a minimum free equity amount equal to the product of the highest required retained transferor percentage for any series of outstanding notes and the aggregate principal receivables securing the notes. The required retained transferor percentage for Series 20[ l ]- [ l ] is [ l ]%. The highest of the required retained transferor percentages for all outstanding series of notes is currently [ l ]%.

The excess collateral amount for your series and a portion of the free equity amount also enhance the likelihood of timely payment of principal on your notes through cash flow subordination because of two features of your series.

•

The first feature is that the numerator for your series’ allocation percentage for principal collections includes the excess collateral amount. This results in the share of principal collections corresponding to the excess collateral amount being available for required principal payments on the notes or deposits to the principal accumulation account before any such collections are applied to reduce the excess collateral amount.

•

The second feature is that the numerator for your series’ allocation percentage for principal collections does not reduce as principal payments are made to your series or collections are accumulated to repay your notes. Since the collateral amount for your series does reduce as a result of principal payments and principal accumulation, effectively a portion of your principal allocation during an accumulation or amortization period comes from principal collections corresponding to the free equity amount.

Allocations of Collections and Losses

Your notes represent the right to receive principal and interest, which is secured in part by the right to payments from a portion of the collections on the transferred receivables. The servicer, on behalf of the trust, will allocate to the collateral amount for your series a portion of defaulted principal receivables and will also allocate a portion of the dilution on the transferred receivables to the collateral amount for your series if the dilution is not offset by the free equity amount and we fail to comply with our obligation to reimburse the trust for the dilution. Dilution means any reduction to the principal balances of the transferred receivables because of merchandise returns or any other reason except losses or payments.

The portion of collections and defaulted principal receivables allocated to the collateral amount for your series will be based mainly upon the ratio of the collateral amount for your series to the aggregate amount of principal receivables securing the notes. The way this ratio is calculated for purposes of allocating principal collections will vary during each of three periods that will or may apply to your notes:

•

The revolving period, which will begin on the closing date and end when either of the other two periods begins.

•

The controlled accumulation period, which is scheduled to begin on [ l ], [ l ], but which may begin earlier or later, and end when the notes have been paid in full. However, if an early amortization event occurs before the controlled accumulation period begins, there will be no controlled accumulation period and an early amortization period will begin. If an early amortization event occurs during the controlled accumulation period, the controlled accumulation period will end, and an early amortization period will begin.

S- 5

•

The early amortization period, which will only occur if one or more adverse events, known as early amortization events, occurs.

For most purposes, the collateral amount used in determining these ratios will be reset no less frequently than at the end of each monthly period. References in this prospectus supplement to the monthly period related to any payment date refer to the period beginning on the 22 ^nd day of the second preceding calendar month and ending on the 21 ^st day of the immediately preceding calendar month. The first monthly period for your series will begin on the closing date and end on [ l ], 20[ l ]. However, for allocations of principal collections during the controlled accumulation period or the early amortization period, the collateral amount as of the end of the revolving period will be used.

The initial collateral amount for your series will equal $[ l ], which is the sum of the initial outstanding principal amount of the Series 20[ l ]- [ l ] notes plus an initial excess collateral amount of $[ l ]. The collateral amount will thereafter be reduced by:

•

principal collections to the extent applied to make principal payments on the notes (other than principal payments made from funds on deposit in the spread account) or to fund the principal accumulation account;

•

reductions in the excess collateral amount that result from reductions in the required excess collateral amount;

•

the amount of any principal collections to the extent reallocated to cover interest[, senior swap payments], payments to the indenture trustee, the owner trustee and the administrator for the trust and monthly servicing fee payments for your series; and

•

your series’ share of defaults and uncovered dilution to the extent not funded from finance charge collections and investment earnings allocated to your series.

Any reduction in the collateral amount because of reallocated principal collections, defaults or uncovered dilution will be reimbursed to the extent that your series has finance charge collections and other amounts treated as finance charge collections available for this purpose in future periods.

As described under “— Credit Enhancement—Subordination ” below in this summary and in “ Risk Factors—Payments on the Class B notes are subordinate to payments on the Class A notes ” and “— Payments on the Class C notes are subordinate to payments on the Class A notes and Class B notes ” and in “ Description of Series Provisions—Subordination ,” the excess collateral amount provides credit enhancement by absorbing reductions in the collateral amount because of reallocated principal collections, defaults and uncovered dilution. If the total exceeds the excess collateral amount, then the Class C notes may not be repaid in full. If the total amount exceeds the sum of the excess collateral amount and the principal amount of the Class C notes, then the Class B notes may not be repaid in full. If the total amount exceeds the sum of the excess collateral amount and the principal amounts of the Class C and Class B notes, then the Class A notes may not be repaid in full.

Application of Finance Charge Collections

The trust will apply your series’ share of collections of finance charge receivables[, net swap receipts], recoveries and investment earnings each month in the following order of priority:

•

to pay, pro rata, the following amounts allocated to your series: accrued and unpaid fees and other amounts owed to the indenture trustee up to a maximum amount of $[ l ] for each calendar year, the accrued and unpaid fees and other amounts owed to the owner trustee up to a maximum amount of $[ l ] for each calendar year and the accrued and unpaid fees and other amounts owed to the administrator for the trust up to a maximum amount of $[ l ] for each calendar year;

•

to pay the servicing fee for your series (to the extent not directly paid by the trust to the servicer during the month);

•

to pay, pro rata, interest on the Class A notes [and to make senior swap payments under the Class A interest rate swap];

•

to pay, pro rata, interest on the Class B notes [and to make senior swap

S- 6

payments under the Class B interest rate swap];

•

to pay, pro rata, interest on the Class C notes [and to make senior swap payments under the Class C interest rate swap];

•

to cover your series’ share of defaults and uncovered dilution;

•

to increase the collateral amount to the extent of reductions in your series’ collateral amount resulting from defaults and uncovered dilution allocated to your series and from reallocated principal collections, in each case that have not been previously reimbursed;

•

to fund, in limited circumstances, a reserve account to cover interest payment shortfalls for the Series 20[ l ]- [ l ] notes during the controlled accumulation period;

•

to make a deposit, if needed, to the spread account for the Class C notes up to the required spread account amount;

•

without duplication of the amount specified in the sixth bullet point above in respect of uncovered dilution, to cover your series’ share of the excess, if any, of the minimum free equity amount over the free equity amount, which will be calculated as described under “ Description of Series Provisions—Application of Finance Charge Collections ”;

•

[to make subordinated termination payments and any other payments or deposits relating to the Class A interest rate swap;]

•

[ to make subordinated termination payments and any other payments or deposits relating to the Class B interest rate swap;]

•

[ to make subordinated termination payments and any other payments or deposits relating to the Class C interest rate swap;]

•

unless an early amortization event has occurred, to pay, pro rata, remaining amounts owed to the indenture trustee, the owner trustee and the administrator for the trust that are allocated to your series;

•

to other series that share excess finance charge collections with Series 20[ l ]- [ l ];

•

if an early amortization event has occurred, first, to make principal payments on the Class A notes, the Class B notes and the Class C notes, in that order of priority, and second, to pay, pro rata, remaining amounts owed to the indenture trustee, the owner trustee and the administrator for the trust that are allocated to your series; and

•

to us.

Collections of finance charge receivables, recoveries, investment earnings and certain other amounts that are initially allocated to another series will be used to cover any shortfalls to the extent those amounts are not needed by those other series and the excess funds are allocated to your series as described in “ Description of the Notes—Shared Excess Finance Charge Collections ” in the accompanying prospectus.

Application of Principal Collections

The trust will apply your series’ share of collections of principal receivables each month as follows:

Revolving Period

During the revolving period, no principal will be paid to, or accumulated for, your series.

Controlled Accumulation Period

During the controlled accumulation period, your series’ share of principal collections will be deposited in a principal accumulation account, up to a specified deposit amount on each payment date. Unless an early amortization event occurs, amounts on deposit in that account will be paid on the expected principal payment date first to the Class A noteholders, then to the Class B noteholders and then to the Class C noteholders, in each case until the specified class of

S- 7

notes is paid in full or the amounts available are depleted.

Early Amortization Period

An early amortization period for your series will start if an early amortization event occurs. The early amortization events for your series are described below in this summary and under “ Description of Series Provisions—Early Amortization Events ” in this prospectus supplement and under “ Description of the Notes—Early Amortization Events ” in the accompanying prospectus. During the early amortization period, your series’ share of principal collections will be paid monthly first to the Class A noteholders, then to the Class B noteholders and then to the Class C noteholders, in each case until the specified class of notes is paid in full.

Reallocation of Principal Collections

During any of the above periods, principal collections allocated to your series may be reallocated, if necessary, to make required payments of interest on the Class A notes, the Class B notes and the Class C notes[, senior swap payments due from the trust], payments to the indenture trustee, the owner trustee and the administrator for the trust and monthly servicing fee payments not made from your series’ share of finance charge collections and other amounts treated as finance charge collections and excess finance charge collections available from other series that share with your series. This reallocation is one of the ways that the notes obtain the benefit of subordination, as described under “ Credit Enhancement—Subordination ” in this summary. The amount of reallocated principal collections available to each class is limited by the amount of subordination available to that class.

Shared Principal Collections

Your series is a principal sharing series; however, your series will not be entitled to share excess principal collections from other series on any payment date during the early amortization period that is prior to the expected principal payment date unless all outstanding series of notes are in early amortization periods. See “ Description of the Notes—Shared Principal Collections ” in the accompanying prospectus.

At all times, collections of principal receivables allocated to your series that are not needed to make deposits or payments for your series will be: first, made available to other series, second, deposited in the excess funding account if needed to maintain the minimum free equity amount for the trust, and third, distributed to us or our assigns.

Interest on the Notes

Each class of notes will accrue interest from and including the closing date to but excluding [ l ], [ l ], and for each following interest period at the applicable rate per annum specified below:

Class A:		[LIBOR plus][ l ]%
Class B:		[LIBOR plus][ l ]%
Class C:		[LIBOR plus][ l ]%

[Interest on the Series 20[ l ]- [ l ] notes will be calculated on the basis of the actual number of days in the related interest period and a year consisting of 360 days.]

[For purposes of determining the interest rate applicable to the Class A notes, the Class B notes and the Class C notes for each interest period, LIBOR will be determined two London business days before that interest period begins. For each date of determination, LIBOR will equal the rate per annum displayed in the Bloomberg Financial Markets system as the composite offered rate for London interbank deposits for a one-month period (and, solely for purposes of determining LIBOR for the first interest period as described in the following paragraph, a two-month period), as of 11:00 a.m., London time, on that date. If that rate does not appear on that system, LIBOR will be determined as described in “ Description of Series Provisions—Interest Payments .”]

[LIBOR for the first interest period will be determined by straight-line interpolation, based on the actual number of days in the period from the closing date to but excluding [ l ], [ l ], between two rates determined in accordance with the preceding paragraph, one of which will be determined for a maturity of one month and the other of which will be determined for a maturity of two months.]

Credit Enhancement

Credit enhancement for your series includes subordination of junior classes of notes and the excess collateral amount. A spread account also provides credit enhancement primarily for the benefit of the Class C notes.

Credit enhancement for your series is for your series’ benefit only, and you are not entitled to

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the benefits of credit enhancement available to other series.

Subordination

Credit enhancement for the Class A notes includes the subordination of the Class B notes, the Class C notes and the excess collateral amount.

Credit enhancement for the Class B notes includes the subordination of the Class C notes and the excess collateral amount.

Credit enhancement for the Class C notes includes the subordination of the excess collateral amount.

Subordination serves as credit enhancement in the following way. The more subordinated, or junior, classes of notes will not receive payments of interest or principal until required payments have been made to the more senior classes. As a result, subordinated classes will absorb any shortfalls in collections or deterioration in the collateral for the notes prior to senior classes. The excess collateral amount for your series is subordinated to all of the classes of notes, so it will absorb shortfalls and collateral deterioration before any class of notes.

Spread Account

A spread account will provide additional credit enhancement for your series, primarily for the benefit of the Class C notes. The spread account initially will not be funded. After the Series 20[ l ]-[ l ] notes are issued, deposits into the spread account will be made each month from finance charge collections allocated to your series, other amounts treated as finance charge collections and excess finance charge collections available from other series up to the required spread account amount. The required spread account amount is described under “ Description of Series Provisions—Spread Account. ”

The spread account will be used to make interest payments on the Class C notes [and senior swap payments due from the trust under the Class C interest rate swap] if finance charge collections allocated to your series, other amounts treated as finance charge collections and excess finance charge collections available from other series are insufficient to make those payments.

Unless an early amortization event occurs, the amount, if any, remaining on deposit in the spread account on the expected principal payment date for the Class C notes, after making the payments described in the preceding paragraph, will be applied to pay principal on the Class C notes, to the extent that the Class C notes have not been paid in full after application of all principal collections on that date. Except as provided in the following paragraph, if an early amortization event occurs, the amount, if any, remaining on deposit in the spread account, after making the payments described in the preceding paragraph, will be applied to pay principal on the Class C notes on the earlier of the final maturity date and the first payment date on which the outstanding principal amount of the Class A notes and Class B notes has been paid in full.

In addition, on any day after the occurrence of an event of default with respect to Series 20[ l ]-[ l ] and the acceleration of the maturity date, the indenture trustee will withdraw from the spread account the outstanding amount on deposit in the spread account and deposit that amount in the distribution account for distribution to the Class C noteholders, Class A noteholders and Class B noteholders, in that order of priority, to fund any shortfalls in amounts owed to those noteholders.

[Interest Rate Swaps]

The trust will enter into an interest rate swap for the Class A notes, an interest rate swap for the Class B notes and an interest rate swap for the Class C notes, each covering the period from the closing date through the final maturity date.

The notional amounts of the Class A interest rate swap, the Class B interest rate swap and the Class C interest rate swap will, for each interest period, equal the outstanding principal amounts of the Class A notes, the Class B notes and the Class C notes, respectively, as of the end of the first day of the related interest period. Under each swap, prior to each payment date, two interest amounts will be calculated on the outstanding principal amount of the Class A notes, the Class B notes or the Class C notes, as applicable:

•

a floating interest amount, accruing at the applicable [one-month LIBOR] and based on the actual number of days in the interest period and a year of 360 days; and

•

a fixed interest amount, accruing at the specified fixed interest rate and based

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on twelve 30-day months and a year of 360 days.

If the floating interest amount is greater than the fixed interest amount, the trust will receive a payment from the swap counterparty in an amount equal to the difference. Alternatively, if the fixed interest amount is greater than the floating interest amount, the trust will be required to make a payment to the swap counterparty in an amount equal to the difference. The specified fixed interest rate for each of the Class A interest rate swap, the Class B interest rate swap and the Class C interest rate swap is not expected to be higher than [ l ]% per year.

Based on a reasonable good faith estimate of maximum probable exposure, the significance percentage of each interest rate swap agreement is less than 10%.

The initial swap counterparty for the Class A, Class B and Class C interest rate swaps is [ l ]. See “ Description of Series Provisions—Interest Rate Swap Counterparty. ”

For a discussion of certain risks arising from a default by a swap counterparty under the Class A, Class B or Class C interest rate swap or from the early termination of any of the interest rate swaps, see “ Risk Factors—Default by a swap counterparty or termination of the Class A, Class B or Class C interest rate swap could reduce or delay payments and may cause commencement of an early amortization period or a reduction in the ratings of the notes ” and “ Description of Series Provisions—Interest Rate Swaps ” and “ —Early Amortization Events. ”]

Early Amortization Events

The trust will begin to repay the principal of the notes before the expected principal payment date if an early amortization event occurs. An early amortization event will occur if the finance charge collections on the receivables are too low or if defaults on the receivables are too high. The minimum amount that must be available for payments to your series in any monthly period, referred to as the base rate, is the result, expressed as a percentage, of the sum of the interest payable on the Series 20[ l ]-[ l ] notes [net of any net swap receipts received by the trust or any net swap payments due from the trust for the related interest period], plus your series’ share of the servicing fee for the related monthly period and, subject to certain limitations, your series share of fees, expenses and other amounts owing to the indenture trustee, the owner trustee and the administrator for the trust, divided by the sum of the collateral amount and amounts on deposit in the principal accumulation account, each as of the last day of that monthly period. If the average net portfolio yield for your series, calculated as described in the following sentence, for any three consecutive monthly periods is less than the average base rate for the same three consecutive monthly periods, an early amortization event will occur. The net portfolio yield for your series for any monthly period will be the result, expressed as a percentage, of the amount of finance charge collections and other amounts treated as finance charge collections allocated to your series for that monthly period, other than excess finance charge collections [and net swap receipts, if any, received by the trust], net of the amount of defaulted principal receivables and uncovered dilution allocated to your series for that monthly period, divided by the sum of the collateral amount and amounts on deposit in the principal accumulation account, each as of the last day of that monthly period.

The other early amortization events are:

•

Our failure to make required payments or deposits or material failure by us to perform other obligations, subject to applicable grace periods;

•

Material inaccuracies in our representations and warranties subject to applicable grace periods;

•

The Series 20[ l ]- [ l ] notes are not paid in full on the expected principal payment date;

•

Bankruptcy, insolvency or similar events relating to us or any originator of accounts;

•

We are unable to transfer additional receivables to the trust or GE Capital Retail Bank is unable to transfer additional receivables to us;

•

We do not transfer receivables in additional accounts or participations to the trust when required;

•

Servicer defaults described in the accompanying prospectus under the caption “ The Servicers—Servicer Default; Successor Servicer ” and other specified material defaults of the

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servicer, subject to applicable grace periods;

•

[ Failure of a swap counterparty to make a payment under any of the interest rate swaps for the Class A notes, the Class B notes or the Class C notes in respect of a payment obligation arising as a result of LIBOR being greater than the specified fixed rate for the related interest rate swap, and the failure is not cured within 5 business days after the payment is due;]

•

[ The early termination of the interest rate swap for any of the Class A notes, the Class B notes or the Class C notes unless the trust obtains a replacement interest rate hedging arrangement or enters into another arrangement acceptable to the rating agencies within [ l ] business days after the termination;]

•

The trust becomes subject to regulation as an “investment company” under the Investment Company Act of 1940; or

•

An event of default occurs for the Series 20[ l ]-[ l ] notes and their maturity date is accelerated.

The early amortization events for Series 20[ l ]-[ l ] are more fully described under “ Description of Series Provisions—Early Amortization Events ” in this prospectus supplement and under “ Description of the Notes—Early Amortization Events ” in the accompanying prospectus.

Events of Default

The Series 20[ l ]-[ l ] notes are subject to events of default described under “ Description of the Notes—Events of Default; Rights upon Event of Default ” in the accompanying prospectus. These include:

•

Failure to pay interest on the Series 20[ l ]-[ l ] notes for 35 days after it is due;

•

Failure to pay principal on the Series 20[ l ]-[ l ] notes when it becomes due and payable on the final maturity date for the Series 20[ l ]-[ l ] notes;

•

Bankruptcy, insolvency or similar events relating to the trust; and

•

Material failure by the trust to perform its obligations under the indenture, subject to applicable grace periods.

In the case of an event of default involving bankruptcy, insolvency or similar events relating to the trust, the principal amount of the Series 20[ l ]-[ l ] notes automatically will become immediately due and payable. If any other event of default occurs and continues with respect to the Series 20[ l ]-[ l ] notes, the indenture trustee or holders of not less than a majority of the then-outstanding principal amount of the Series 20[ l ]-[ l ] notes may declare the principal amount of the Series 20[ l ]-[ l ] notes to be immediately due and payable. These declarations may be rescinded by holders of not less than a majority of the then-outstanding principal amount of the Series 20[ l ]-[ l ] notes if the related event of default has been cured, subject to the conditions described under “ Description of the Notes—Events of Default; Rights upon Event of Default ” in the accompanying prospectus.

After an event of default and the acceleration of the Series 20[ l ]-[ l ] notes, funds allocated to the Series 20[ l ]-[ l ] notes and on deposit in the collection account, the excess funding account and the other trust accounts will be applied to pay principal of and interest on the Series 20[ l ]-[ l ] notes to the extent permitted by law. Principal collections and finance charge collections allocated to Series 20[ l ]-[ l ] will be applied to make monthly principal and interest payments on the Series 20[ l ]-[ l ] notes until the earlier of the date those notes are paid in full or the final maturity date.

If the Series 20[ l ]-[ l ] notes are accelerated or the trust fails to pay the principal of the Series 20[ l ]-[ l ] notes on the final maturity date, subject to the conditions described in the prospectus under “ Description of the Notes—Events of Default; Rights upon Event of Default ”, the indenture trustee may, if legally permitted, cause the trust to sell principal receivables in an amount equal to the collateral amount for Series 20[ l ]-[ l ] and the related finance charge receivables.

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Optional Redemption

We have the option to purchase the collateral amount for your series when the outstanding principal amount for your series has been reduced to 10% or less of the initial principal amount, but only if the purchase price paid to the trust is sufficient to pay in full all amounts owing to the noteholders [and any swap counterparty]. The purchase price for your series will equal the collateral amount for your series plus the applicable allocation percentage of finance charge receivables. See “ Description of the Notes—Final Payment of Principal ” in the accompanying prospectus.

Servicing and Servicer’s Fee

Prior to May 22, 2008, the servicer for the trust was GE Money Bank (now known as GE Capital Retail Bank). On May 22, 2008, GE Money Bank (now known as GE Capital Retail Bank) transferred the servicing role to GE Capital. GE Capital has entered into sub-servicing arrangements with certain affiliated sub-servicers, including GE Consumer Finance, Inc., and may from time to time enter into additional sub-servicing arrangements with other affiliated companies. See “ The Servicers ” in the accompanying prospectus.

GE Capital, as servicer, receives a fee for its servicing activities. The share of the servicing fee allocable to Series 20[ l ]-[ l ] for each payment date will be equal to one-twelfth of the product of (a) [ l ]% and (b) the collateral amount for Series 20[ l ]-[ l ] on the last day of the prior monthly period. However, the servicing fee for the first monthly period will be based on the number of days in the first monthly period and will be equal to $[ l ]. The servicing fee allocable to Series 20[ l ]-[ l ] for each payment date will be paid from your series share of collections of finance charge receivables[, net swap receipts], recoveries and investment earnings each month as described in “— Application of Finance Charge Collections ” above and in “ Description of Series Provisions—Application of Finance Charge Collections. ”

Tax Status

Subject to important considerations described under “ Federal Income Tax Consequences ” in the accompanying prospectus, Mayer Brown LLP as tax counsel to the trust, is of the opinion that under existing law the Class A notes, the Class B notes and the Class C notes will be characterized as debt for federal income tax purposes and that the trust will not be classified as an association or constitute a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes. By your acceptance of a Series 20[ l ]-[ l ] note, you will agree to treat your Series 20[ l ]-[ l ] notes as debt for federal, state and local income and franchise tax purposes. See “ Federal Income Tax Consequences ” in the accompanying prospectus for additional information concerning the application of federal income tax laws.

State Tax Consequences

The tax discussion in the attached prospectus does not address the tax treatment of the issuing entity, the notes or noteholders under any state or local tax laws, which may differ materially from the federal income tax treatment of such persons and instruments. The jurisdictions in which these state and local tax issues may arise include those in which the holder is taxable, the bank and servicer carry on their activities, and the obligors on the accounts and receivables are located. You are urged to consult with your own tax advisors regarding the state tax treatment of the issuing entity as well as any state tax consequences to you of purchasing, holding and disposing of your notes.

ERISA Considerations

Subject to important considerations described under “ ERISA Considerations ” in the accompanying prospectus, the Class A notes, the Class B notes and the Class C notes are eligible for purchase by persons investing assets of employee benefit plans or individual retirement accounts. Each purchaser will be deemed to represent and warrant that either it is not acquiring the note with assets of (or on behalf of) a benefit plan or any other plan that is subject to Title I of ERISA or Section 4975 of the Internal Revenue Code or to a law that is substantially similar to the fiduciary responsibility or prohibited transaction provisions of Title I of ERISA or Section 4975 of the Internal Revenue Code or its purchase, holding and disposition of the notes will not result in a non-exempt prohibited transaction under ERISA or Section 4975 of the Internal Revenue Code or a violation of any substantially similar applicable law. If you are contemplating purchasing the Series 20[ l ]-[ l ] notes on behalf of or with plan assets of any plan or account, we suggest that you consult with counsel regarding whether the purchase or holding of the Series 20[ l ]-[ l ] notes could give rise to a prohibited transaction under ERISA or Section 4975 of the Internal Revenue Code or a violation of any substantially similar applicable law. See “ Certain

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ERISA Considerations ” in the accompanying prospectus for additional information.

Risk Factors

There are material risks associated with an investment in the Series 20[ l ]-[ l ] notes, and you should consider the matters set forth under “ Risk Factors ” beginning on page S-13 and on page 1 of the accompanying prospectus.

Ratings

We expect that the notes will receive credit ratings from two Hired Agencies.

Any rating assigned to the the Series 20[ l ]-[ l ] notes by a Hired Agency will reflect the rating agency’s assessment solely of the likelihood that noteholders will receive the payments of interest and principal required to be made under the terms of the series and will be based primarily on the value of the transferred receivables and the credit enhancement provided. The rating is not a recommendation to purchase, hold or sell any notes. The rating does not constitute a comment as to the marketability of any notes, any market price or suitability for a particular investor. Ratings on the notes are expected to be monitored by the Hired Agencies while the notes are outstanding. Any rating can be changed or withdrawn by a Hired Agency at any time. In addition, a rating agency not hired by the sponsor to rate the transaction may provide an unsolicited rating that differs from (or is lower than) the ratings provided by the Hired Agencies.

RFS Holding, L.L.C.

Our address is 777 Long Ridge Road, Stamford, Connecticut 06927. Our phone number is (203) 585-6190.

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This prospectus supplement uses defined terms. You can find a glossary of terms under the caption “ Glossary of Terms for Prospectus Supplement ” beginning on page S-43 in this prospectus supplement and under the caption “ Glossary of Terms for Prospectus ” beginning on page 75 in the accompanying prospectus.

Risk Factors

In addition to the risk factors described in the prospectus, you should consider the following:

It may not be possible to find a purchaser for your securities .

There is currently no secondary market for the notes and we cannot assure you that one will develop. As a result, you may not be able to resell your notes at all, or may be able to do so only at a substantial loss. The underwriters may assist in resales of the notes, but they are not required to do so. We do not intend to apply for the inclusion of the notes on any exchange or automated quotation system. A trading market for the notes may not develop. If a trading market does develop, it might not continue or it might not be sufficiently liquid to allow you to resell any of your notes. The secondary market for asset-backed securities is currently experiencing significant reduced liquidity. This period of illiquidity may continue and may adversely affect the market value of your notes.

The ratings for the notes are limited in scope, may be lowered or withdrawn, or the notes may receive an unsolicited rating, which may have an adverse effect on the liquidity or the market price of the notes.

Security ratings are not a recommendation to purchase, hold or sell the notes, inasmuch as the rating does not comment as to market price or suitability for a particular investor. A rating of the notes addresses the likelihood of the timely payment of interest and the ultimate repayment of principal of the notes on the final maturity date pursuant to their respective terms. There is no assurance that a rating will remain for any given period of time or that a rating will not be lowered or withdrawn entirely by a rating agency if in its judgment circumstances in the future so warrant. Neither the depositor nor the sponsor nor any of their affiliates will have any obligation to replace or supplement the credit enhancement, or to take any other action to maintain any ratings of the notes. A rating agency may revise or withdraw the ratings at any time in its sole discretion, including as a result of a failure by the sponsor to comply with its obligation to post information provided to the Hired Agencies on a website that is accessible by a rating agency that is not a Hired Agency.

The Hired Agencies have been hired by the sponsor to provide their ratings on the notes. We note that a rating agency may have a conflict of interest where, as is the case with the ratings of the notes by the Hired Agencies, the sponsor or the issuer of a security pays the fee charged by the rating agency for its rating services.

It is possible that other rating agencies not hired by the sponsor may provide an unsolicited rating that differs from (or is lower than) the rating provided by the Hired Agencies. As of the date of this prospectus supplement, we are not aware of the existence of any unsolicited rating provided (or to be provided at a future time) by any rating agency not hired to rate the transaction. However, there can be no assurance that an unsolicited rating will not be issued prior to or after the closing date, and none of the sponsor, the depositor nor any underwriter is obligated to inform investors (or potential investors) in the notes if an unsolicited rating is issued after the date of this prospectus supplement. Consequently, if you intend to purchase notes, you should monitor whether an unsolicited rating of the notes has been issued by a non-hired rating agency and should consult with your financial and legal advisors regarding the impact of an unsolicited rating on a class of notes. If any non-hired rating agency provides an unsolicited rating that differs from (or is lower than) the rating provided by the Hired Agencies, the liquidity or the market value of your note may be adversely affected.

Payments on the Class B notes are subordinate to payments on the Class A notes .

If you buy Class B notes, your interest payments will be subordinate to interest payments on the Class A notes, and your principal payments will be subordinate to principal payments on the Class A Notes as follows:

•

You will not receive any interest payments on your Class B notes on any payment date until the full amount of interest then payable on the Class A notes [and senior swap payments, if any, due from the trust under the Class A interest rate swap] have been paid in full.

•

In addition, you will not receive any principal payments on your Class B notes on any payment date until the entire principal amount of the Class A notes has been paid in full.

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As a result of these features, any reduction in the collateral amount for your series due to charge-offs, dilution or reallocation of principal will reduce payments on the Class B notes before reducing payments on the Class A notes. If the total amount of these reductions exceeds the excess collateral amount and the principal amount of the Class C notes, then the Class B notes may not be repaid in full. If receivables are sold after an event of default, the net proceeds of that sale would be paid first to the Class A noteholders until the outstanding principal amount of the Class A notes and all accrued and unpaid interest payable to the Class A noteholders have been paid in full before any payments would be made to the Class B noteholders.

Payments on the Class C notes are subordinate to payments on the Class A notes and the Class B notes .

If you buy Class C notes, your interest payments will be subordinate to interest payments on the Class A notes and the Class B notes, and your principal payments will be subordinate to principal payments on the Class A notes and Class B notes as follows:

•

You will not receive any interest payments on your Class C notes on any payment date until the full amount of interest then payable on the Class A notes and the Class B notes [and senior swap payments, if any, due from the trust under the Class A and Class B interest rate swaps] have been paid in full.

•

In addition, except under the limited circumstances described under “ Description of Series Provisions—Spread Account Distributions ,” you will not receive any principal payments on your Class C notes on any payment date until the entire principal amount of the Class A notes and the Class B notes has been paid in full.

As a result of these features, any reduction in the collateral amount for your series due to charge-offs, dilution or reallocation of principal will reduce payments on the Class C notes before reducing payments on the Class B notes or Class A notes. If the total amount of these reductions exceeds the excess collateral amount, then the Class C notes may not be repaid in full. If receivables are sold after an event of default, the net proceeds of that sale would be paid first to the Class A notes and then to the Class B notes and finally to the Class C notes, in each case until the outstanding principal amount of the specified class and all accrued and unpaid interest payable to that class have been paid in full.

[ Default by a swap counterparty or termination of the Class A, Class B or Class C interest rate swap could reduce or delay payments and may cause commencement of an early amortization period or a reduction in the ratings of the notes .]

[The interest rate swaps expose you to risks arising from the failure of either a swap counterparty or the trust to perform its obligations thereunder or from the early termination of an interest rate swap. If a swap counterparty does not make a required payment, the trust will have less funds available to make interest payments on the notes. Continuance of such failure for five business days will cause the early amortization period to commence. If either a swap counterparty or the trust does not make a payment due under an interest rate swap, the other party may initiate an early termination of the interest rate swap. If the ratings of a swap counterparty are reduced below certain levels established by Standard & Poor’s, Moody’s or Fitch, that swap counterparty will be required to assign its rights and obligations under the applicable interest rate swap to a replacement swap counterparty, obtain a letter of credit or guaranty or make other arrangements satisfactory to the rating agencies within certain grace periods. The interest rate swaps may be terminated if the swap counterparty fails to do so. If an interest rate swap is terminated or a swap counterparty fails to perform its obligations (whether following a downgrade or otherwise), we cannot assure you that the trust would be able to enter into a replacement interest rate swap or make other arrangements to hedge the trust’s interest payment obligations. The early termination of an interest rate swap will cause an early amortization event and commencement of the early amortization period if the trust does not enter into a replacement interest rate swap or enter into an alternative arrangement satisfactory to the rating agencies.]

[If the early amortization period commences as a result of any of the foregoing, you could be paid sooner than expected and may not be able to reinvest the amount paid to you at the same rate you would have been able to earn on your notes. If the affected interest rate swap is not terminated following the swap counterparty’s failure to perform, the trust may have less funds available to pay interest on the notes. In addition, the ratings of the notes may be reduced, which could affect your ability to sell your notes. See “ Description of Series Provisions—Interest Rate Swaps ” and “ —Early Amortization Events .”]

Termination of certain credit card programs could lead to a reduction of receivables in the trust .

GE Capital Retail Bank operates its private label and co-branded credit card programs with various retailers under agreements, some of which, if not extended, are scheduled to expire while your notes are outstanding. The program agreements generally have original contract terms ranging from approximately [ l ] to [ l ] years and remaining terms ranging from approximately [ l ] to [ l ] years. Some of those program agreements provide that, upon expiration or

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termination, the retailer may purchase or designate a third party to purchase the receivables generated with respect to its program, including the receivables in the trust. Approximately [ l ]% of the accounts would be subject to removal from the trust and approximately [ l ]% of the total receivables in the trust as of [ l ], would be subject to purchase prior to the expected principal payment date for your series if the related program agreements were not extended.

In addition, the program agreements generally permit the retailers or GE Capital Retail Bank to terminate the program agreements prior to the respective termination dates for the programs if the other party materially breaches its obligations under the related program agreements, subject to any cure rights under the related program agreements. Certain program agreements are also subject to early termination in the event the related retailer becomes insolvent, becomes subject to a bankruptcy proceeding or has a material change in financial condition, upon the occurrence of a significant change in law or upon the occurrence of other specified portfolio-related performance triggers or other events of default. The program agreements generally may be terminated prior to scheduled expiration upon mutual agreement between GE Capital Retail Bank and the related retailers. If a program agreement were terminated as described above and the related retailer were to exercise its right to purchase the related accounts and receivables and GE Capital Retail Bank were unable to provide receivables arising under newly designated additional accounts to replace those purchased by the retailers, an early amortization period could begin. If an early amortization period commences as a result of a termination of one or more program agreements, you could be paid sooner than expected and may not be able to reinvest the amount paid to you at the same rate you would have been able to earn on your notes.

An increase in the initial principal amount of the notes may dilute your voting rights .

The trust may offer and sell notes of your series having an initial principal amount that is greater than the principal amount shown on the cover page of this prospectus supplement depending on market conditions and demand for the notes of your series. In that event, the initial principal amount of each class of notes of your series will be proportionally increased. As a result, the voting rights of your notes will be diluted. Dilution of voting rights decreases your ability to influence actions under the indenture and other transaction documents to the extent such actions are subject to a vote.

Geographic concentration may result in more risk to you .

As of [ l ], the servicer’s records indicate that based on billing addresses, obligors on the accounts were concentrated in [ l ], [ l ], [ l ], [ l ] and [ l ]. No other state accounted for more than 5% of the number of accounts or 5% of the total receivables balances as of that date. Economic conditions or other factors affecting these states in particular could adversely impact the delinquency or credit loss experience of the trust portfolio and could result in delays in payments or losses on the notes. See “C omposition of the Trust Portfolio—Composition by Billing Address ” in this prospectus supplement.

Charge-offs may increase which could reduce payments to you .

The global financial and economic crisis has had an adverse effect on the financial condition of many consumers in the United States, which was also reflected in the performance of the trust portfolio in recent years. Despite certain signs of improvement, including recent declines in the domestic unemployment rate, the global economic environment remains volatile and could continue to present challenges having an adverse effect on the trust portfolio for the foreseeable future. More specifically, increases in delinquencies and charge-offs could occur, particularly if conditions in the general economy deteriorate.

If the amount of charged-off receivables and any uncovered dilution allocated to your series exceeds the amount of funds available to reimburse those amounts, you may not receive the full amount of principal and interest due to you. See “ Description of Series Provisions—Investor Charge-Offs ” in this prospectus supplement and “ The Servicers—Defaulted Receivables; Dilution; Investor Charge-Offs ” in the accompanying prospectus.

[Insert any additional risk factors applicable for this Series]

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Receivables Performance

The trust portfolio includes a subset of the accounts arising in GE Capital Retail Bank’s (the “bank”) private label and co-branded credit card programs for specified retailers. We refer to these specified retailers as the “approved retailers.” The approved retailers are listed in the table “ Composition by Retailer ” under “ Composition of the Trust Portfolio ” below.

The tables below contain performance information for the receivables in the trust portfolio for each of the periods shown. The composition of the trust portfolio is expected to change over time and accounts arising in the private label and co-branded card programs for additional retailers may be added to the trust portfolio in the future.

For purposes of the tables in this section:

●

Each Securitization Reporting Year is the period of twelve Monthly Periods ending on December 21 ^st of the related calendar year.

●

Receivables Outstanding is the sum of total receivables included in the trust portfolio as of the date or in the period indicated.

●

Principal Receivables Outstanding is the sum of principal receivables included in the trust portfolio as of the date or in the period indicated.

●

Average Principal Receivables Outstanding is the average of the balance of the Principal Receivables Outstanding as of the first day of each monthly period in the period indicated.

●

Accounts Outstanding is the sum of the number of accounts included in the trust portfolio as of the date or in the period indicated.

●

Average Accounts Outstanding is the average of the number of accounts in each monthly period in the period indicated.

Delinquency and Loss Experience

The following tables set forth the aggregate delinquency and loss experience for cardholder payments on the credit card accounts in the trust portfolio for each of the dates or periods shown. Please note that numbers and percentages presented in the tables in this section may not sum to the totals presented due to rounding.

[Discuss delinquency and loss trends.]

We cannot assure you that the future delinquency and loss experience for the trust portfolio will be similar to historical experience set forth below.

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Receivables Delinquency Experience

(Dollars in Thousands)

As of [ ],

As of December 21,

20[ ]

Percentage

Receivables

Outstanding

Receivables

Outstanding

Receivables Outstanding

Receivables Delinquent:

30-59 Days

60-89 Days

90-119 Days

120-149 Days

150-179 Days

180 or more Days

Total

As of December 21,

20[ ]

Percentage

Receivables

Outstanding

Receivables

Outstanding

Receivables Outstanding

Receivables Delinquent:

30-59 Days

60-89 Days

90-119 Days

120-149 Days

150-179 Days

180 or more Days

Total

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Account Delinquency Experience

As of [ ],

As of December 21,

20[ ]

Percentage

of Total

Accounts

Outstanding

Accounts

Outstanding

Accounts Outstanding

Accounts Delinquent:

30-59 Days

60-89 Days

90-119 Days

120-149 Days

150-179 Days

180 or more Days

Total

As of December 21,

20[ ]

Percentage

of Total

Accounts

Outstanding

Accounts

Outstanding

Accounts Outstanding

Accounts Delinquent:

30-59 Days

60-89 Days

90-119 Days

120-149 Days

150-179 Days

180 or more Days

Total

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Loss Experience

(Dollars in Thousands)

[ ] Months
Ended [ ],

Securitization Reporting Year

20[ ]

Average Principal Receivables Outstanding

Gross Principal Charge-Offs

Gross Principal Charge-Offs as a percentage of Average Principal Receivables Outstanding (annualized)

Less: Recoveries

Net Principal Charge-Offs

Net Principal Charge-Offs as a percentage of Average Principal Receivables Outstanding (annualized)

Gross Charge-Off Accounts

Average Accounts Outstanding

Gross Charge-Offs as a Percentage of Average Accounts Outstanding (annualized)

Balance Reductions

The accounts in the trust portfolio may have balance reductions granted for a number of reasons, including merchandise refunds, returns, and fraudulent charges. As of the twelve months ended [ ], 20[ ], the average monthly balance reduction rate for the approved portfolio of accounts attributable to such returns and fraud was [ ]%.

Revenue Experience

The net revenues collected from finance charges and fees related to accounts in the trust portfolio for each of the periods shown are set forth in the following table. Fees include late fees, pay by phone fees, over limit fees, balance transfer fees, cash advance fees and returned check fees.

We cannot assure you that the future revenue experience for the receivables in the trust portfolio will remain similar to the historical experience set forth below.

Revenue Experience

(Dollars in Thousands)

[ ] Months Ended

[ ],

Securitization Reporting Year

20[ ]

Average Principal Receivables Outstanding

Collected Finance Charges and Fees

Collected Finance Charges and Fees as a percentage of Average Principal Receivables Outstanding (annualized)

Composition of the Trust Portfolio

The receivables to be conveyed to the trust have been or will be generated from transactions made by holders of credit card accounts included in the trust portfolio. A description of the bank’s credit card business is contained in the prospectus under the caption “ The Sponsor—Credit Card Activities .”

The following tables summarize the trust portfolio by various criteria as of [ l ], 20[ l ] for each of the retailers included in the trust portfolio.

For purposes of the tables in this section:

•

Total Receivables Outstanding is the sum of principal receivables and finance charge receivables (which includes fee receivables) included in the trust portfolio in the period indicated.

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•

Accounts is the number of accounts included in the trust portfolio as of the date or in the period indicated.

Composition by Retailer

Percentage of Total

Percentage of

Total Receivables

Receivables

Number of

Retailer

Outstanding

Accounts

[JCPenney]

[Lowe’s]

[JCPenney]

[Sam’s Club Dual Card]

[Sam’s Club ⁽¹⁾ ]

[Wal-Mart ⁽¹⁾ ]

[Dillard’s]

[GAP ⁽²⁾ ]

[GAP Family Dual Card ⁽³⁾ ]

[JCPenney Dual Card]

[Other]

Total

(1) Sam’s Club and Wal-Mart are affiliated retailers. Sam’s Club cards may also be used at Wal-Mart locations, and Wal-Mart cards may be used at Sam’s Club locations if the cardholder belongs to the club. Figures shown here are based on which retailer is identified on the card, not where the purchase was made.

(2) Figures presented for Gap include Old Navy, Gap and Banana Republic, which are affiliated retailers. Each of these retailers’ cards may be used at the locations of the other two.

(3) Figures presented for Gap Family Dual Card include Old Navy Dual Card, Gap Dual Card and Banana Republic Dual Card, which are affiliated retailers. Each of these retailers’ cards may be used at the locations of the other two.

Composition by Account Balance

		Percentage of Total		Percentage of
	Total Receivables	Receivables	Number of	Number of
Account Balance Range	Outstanding	Outstanding	Accounts	Accounts
Credit Balance
No Balance
$0.01-$500.00
$500.01-$1,000.00
$1,000.01-$2,000.00
$2,000.01-$3,000.00
$3,000.01-$4,000.00
$4,000.01-$5,000.00
$5,000.01-$6,000.00
$6,000.01-$7,000.00
$7,000.01-$8,000.00
$8,000.01-$9,000.00
$9,000.01-$10,000.00
$10,000.01-$15,000.00
$15,000.01-$20,000.00
$20,000.01 or more
Total

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Composition by Credit Limit

		Percentage of Total		Percentage of
	Total Receivables	Receivables	Number of	Number of
Credit Limit Range	Outstanding	Outstanding	Accounts	Accounts
$0.01-$500.00
$500.01-$1,000.00
$1,000.01-$2,000.00
$2,000.01-$3,000.00
$3,000.01-$4,000.00
$4,000.01-$5,000.00
$5,000.01-$6,000.00
$6,000.01-$7,000.00
$7,000.01-$8,000.00
$8,000.01-$9,000.00
$9,000.01-$10,000.00
$10,000.01 or more
Total

Composition by Account Age

Percentage of Total

Percentage of

Total Receivables

Receivables

Number of

Age

Outstanding

Accounts

Up to 6 Months

6 Months to 12 Months

Over 12 Months to 24 Months

Over 24 Months to 36 Months

Over 36 Months to 48 Months

Over 48 Months to 60 Months

Over 60 Months to 72 Months

Over 72 Months to 84 Months

Over 84 Months to 96 Months

Over 96 Months to 108 Months

Over 108 Months to 120 Months

Over 120 Months

Total

Cardholders whose accounts have billing addresses located in the 50 states and the District of Columbia accounted for [ l ]% of the total receivables balance, as applicable, as of [ l ], 20[ l ]. [Except for the five states listed below, no state accounted for more than 5% of the number of accounts or 5% of the total receivables balances as of [ l ] 20[ l ] for each of the retailers included in the trust portfolio. Since the largest number of cardholders (based on billing addresses) whose accounts are designated for the trust portfolio were in the five states listed below, adverse economic conditions affecting cardholders residing in those areas could affect timely payment by the related cardholders of amounts due on the accounts and, accordingly, the rate of delinquencies and losses for the trust portfolio.]

Composition by Billing Address

Percentage of Total

Percentage of

Total Receivables

Receivables

Number of

State

Outstanding

Accounts

[Texas

California

Florida

North Carolina

New York]

Other

Total

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Composition by Delinquency Status

Percentage of Total

Percentage of

Total Receivables

Receivables

Number of

Aging Status

Outstanding

Accounts

Current, Credit and Zero Balance

1 - 29 Days

30-59 Days

60-89 Days

90-119 Days

120-149 Days

150 or More Days

Total

Composition by FICO ^® Score

A FICO ^® score is a measurement derived from a proprietary credit scoring method owned by Fair Isaac Corporation to determine the likelihood that credit users will pay their credit obligations in accordance with the terms of their accounts. Although Fair Isaac Corporation discloses only limited information about the variables it uses to assess credit risk, those variables likely include, but are not limited to, debt level, credit history, payment patterns (including delinquency experience), and level of utilization of available credit. FICO ^® scores range from 300 to 850, and a borrower with a higher score is statistically expected to be less likely to default in payment than a borrower with a lower score. FICO ^® scores for any one individual may be determined by up to three independent credit bureaus. In determining whether to grant credit to a potential account holder, the bank uses a FICO ^® score as reported by one of the three major credit bureaus. Therefore, certain FICO ^® scores for an individual account holder based upon information collected by other credit bureaus could be different from the FICO ^® score used by the bank.

FICO ^® scores are based on independent, third-party information, the accuracy of which we cannot verify. FICO ^® scores were not developed specifically for use in connection with credit card accounts, but for consumer credit products in general. The bank does not use standardized credit scores, such as a FICO ^® score, alone to determine the credit limit or other terms that are approved or applied on an account. Rather, each application is scored based on the applicant’s credit bureau report using industry and proprietary credit models and bankruptcy scorecards. See “The Sponsor — Account Origination” in the accompanying prospectus.

FICO ^® scores of an individual may change over time, depending on the conduct of the individual, including the individual’s usage of his or her available credit, and changes in credit score technology used by Fair Isaac Corporation. To the extent available, FICO ^® scores are generally obtained at origination of the account and at least quarterly thereafter. Because the composition of the accounts designated for the trust may change over time, this table is not necessarily indicative of FICO ^® scores at origination of the accounts or the composition of the accounts in the trust at any specific time thereafter.

The following table reflects receivables as of [ l ], 20[ l ], and the composition of accounts by FICO ^® score as most recently refreshed:

Composition by FICO ^® Score

	Total	Percentage
	Receivables	of Total Receivables
FICO ^® Credit Score Range ⁽¹⁾	Outstanding	Outstanding
Less than or equal to 599	$			%
600 to 659	$			%
660 to 719	$			%
720 and above	$			%
No Score	$			%
Total	$		100.00	%

⁽¹⁾

FICO ^® is a federally registered trademark of Fair Isaac Corporation.

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Review of Pool Asset Disclosure

In connection with the offering of the notes, the depositor has performed a review of the transferred receivables and the disclosure required to be included in this prospectus supplement and the accompanying prospectus relating to the transferred receivables by Item 1111 of Regulation AB (such disclosure, the “ Rule 193 Information ”). This review was designed and effected to provide the depositor with reasonable assurance that the Rule 193 Information is accurate in all material respects.

The Rule 193 Information consisting of factual information was reviewed and approved by those officers and employees of the depositor, the bank and their affiliates who are knowledgeable about such factual information. Counsel to the depositor reviewed the Rule 193 Information consisting of descriptions of portions of the transaction documents and compared that Rule 193 Information to the related transaction documents. Rule 193 Information consisting of descriptions of the program agreements for the approved portfolios was reviewed and compared to the applicable program agreements by officers of the bank familiar with those documents. Officers of the depositor and its affiliates also consulted with internal regulatory personnel and counsel with respect to the description of the legal and regulatory provisions that may materially and adversely affect the performance of the transferred receivables or payments on the notes.

Employees of the depositor and its affiliates, with the assistance of a third party engaged by the depositor, also performed a review of the statistical information in the prospectus supplement with respect to the transferred receivables. The statistical information relating to the transferred receivables was compared to information from the bank’s database regarding the attributes of such receivables. The results of the review provided validation that the data is accurate and consistent in all material respects with the information maintained in the bank’s database.

As described under “ The Servicer—Data Processing ” in the accompanying prospectus, certain data processing and administrative functions associated with the servicing of the trust portfolio are currently being performed on behalf of the bank by First Data Resources, Inc. (“ FDR ”). Information processed by FDR is transferred to the bank’s information system, and the statistical information regarding the trust accounts that is included in this prospectus supplement is derived from the bank’s information system. On a monthly basis, the bank verifies that data processed by FDR is accurately transferred to the bank’s information systems by reviewing a report that compares data fields including the total credit limits, delinquency statuses, late fees, finance charges and principal receivables of all accounts processed by FDR to the corresponding information reflected in the bank’s information systems for all accounts owned by the bank.

With respect to the disclosure under “—Compliance with Underwriting Criteria ” below, the bank regularly engages in activities that are designed to monitor and measure compliance with its credit policy, including testing of automated approval systems and monthly monitoring and compliance checks with respect to credit line decisions that are not handled through the automated system.

Underwriting decisions made using the automated system are reviewed and affirmed using a two-pronged approach. First, on a quarterly basis a “risk scorecard health check” is conducted by the bank underwriting and risk team to assess the design of the automated system and the appropriate weighting of the credit bureau information to predict future performance. Based on the results of each such test, adjustments to the automated system logic may be made. Second, employees of the bank and its affiliates perform a process check at least monthly to verify that the applications approved and lines granted by the automated system are within the parameters established by the system’s designers, ensuring that the automated process is not producing unintended results. All recent results from both the risk scorecard health check have been satisfactory and all recent process checks have verified that no accounts outside of the system’s parameters have been originated.

As described in more detail under “—Compliance with Underwriting Criteria ” below, if a cardholder requests a credit line that exceeds the amount set by the automated system, the related application is forwarded to a group referred to as “Credit Solutions” for further consideration. Credit line decisions made by the Credit Solutions group are monitored through a monthly process during which each underwriter has a minimum number of fifteen credit line decisions reviewed by a bank quality control analyst who rates each decision in accordance with an established review methodology.

Since July 1, 2010, additional procedures have been implemented to monitor the activities of the Credit Solutions group. On a monthly basis, a bank compliance team screens all accounts that were handled by the Credit Solutions group to identify accounts that are considered higher risk for policy non-compliance. Such accounts are then re-underwritten to determine whether there were any exceptions from underwriting guidelines with respect to the credit lines granted on such accounts. Approximately [●]% of all accounts reviewed by Credit Solutions went through this re-underwriting process between July 1, 2010 and [●], 20[●]. The results of this review are described under “ —Compliance with Underwriting Criteria ” below.

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In connection with account additions, the depositor periodically identifies accounts that meet the trust eligibility criteria by screening the inventory of accounts owned by the bank for the applicable characteristics. The depositor then prepares a report that shows the applicable account characteristics for the accounts that passed the screen. This report is reviewed by the bank to ensure that the screen properly excluded any ineligible accounts.

Portions of the review of the legal, regulatory and statistical information were performed with the assistance of affiliates of the depositor and third parties engaged by the depositor, which determined the nature, extent and timing of the review and the level of assistance provided by its affiliates and the third parties. The depositor had ultimate authority and control over, and assumes all responsibility for, the review and the findings and conclusions of the review. The depositor attributes all findings and conclusions of the review to itself.

After undertaking the review described above, the depositor has concluded that it has reasonable assurance that the Rule 193 Information in this prospectus supplement and the accompanying prospectus is accurate in all material respects.

Compliance with Underwriting Criteria

As described under “ The Sponsor—Underwriting Process, ” the bank makes virtually all underwriting and authorization decisions using an automated system that considers credit bureau information that is run through proprietary scoring models developed for the bank to calculate each applicant’s credit score. This automated system drives all decisions to approve or decline a customer’s request for credit and also sets an initial credit line on each approved customer’s account, in each case without any underwriter discretion.

In cases where a newly approved cardholder or an existing cardholder has requested a credit line that exceeds the amount set by the automated system, the related application is forwarded to the Credit Solutions group for further consideration. Once accounts are received by the Credit Solutions group, all requests for a higher credit line are screened through a system that considers each applicant’s bankruptcy history and ability to pay. All accounts considered by the Credit Solutions group that pass the initial screen are then assessed by underwriters according to operating procedures that consider factors such as credit grade, disposable income, debt-to-income ratio and delinquency history. If an applicant satisfies all criteria specified by the operating procedures, the reviewing underwriter may, on a discretionary basis, grant a higher credit line up to a specified multiple of the automated system’s recommendation. If the application satisfies more than a minimum number of the criteria, but less than all of the criteria, the reviewing underwriter may grant a higher line up to designated levels, but only with pre-approval of a manager. [ ] credit line decisions relating to accounts in the trust portfolio, including new origination and adjustments to existing credit lines, were received by the Credit Solutions group between [ l ], 20[ l ] and [ l ], 20[ l ] and a subset of these credit line decisions that passed the initial screen described above were subject to judgmental underwriting by the Credit Solutions group during the same time period.

Based on a review of the credit line decisions made by the Credit Solutions group between [ l ], 20[ l ] and [ l ], 20[ l ], the depositor has identified [ ] credit line decisions relating to accounts in the trust portfolio as exceptions to the underwriting guidelines disclosed in this prospectus supplement and the accompanying prospectus. Of these [ ] credit line decisions, the vast majority were granted at or under the designated maximum level permitted by the operating procedures, however such accounts lacked the requisite manager pre-approval. The remainder of the exceptions were determined to be exceptions for credit-related reasons. The aggregate principal balance of all trust accounts for which exceptions were identified represents less than [ ]% of the aggregate principal balance of the transferred receivables.

In addition, no more than [ ] % of the trust accounts are accounts that the bank acquired from third parties. The bank did not re-underwrite these acquired accounts, therefore such accounts were not originated in accordance with the procedures described in this prospectus supplement and the accompanying prospectus.

The bank determined to include the receivables for which exceptions were identified and the receivables arising in the acquired accounts in the trust portfolio because the exceptions or, in the case of the acquired accounts, the fact that the accounts were not underwritten in accordance with the disclosed policies, would not have a material adverse effect on the trust, and therefore the exceptions do not cause the receivables to be ineligible for sale to the trust.

Static Pool Information

Static pool information for the trust portfolio relating to gross charge-offs, delinquencies, yield and payment rate can be located [at the following website address: [http://[ l ]]] [in Annex III to this prospetus supplement, which forms an integral part of this prospectus supplement].

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Static pool information provided on the website for periods before January 1, 2006 is not deemed to be part of this prospectus supplement or the registration statement for the notes.

Repurchase of Receivables

The transaction documents contain covenants requiring the repurchase of a receivable for the breach of a related representation or warranty. [In the past year, we have not received a demand to repurchase any receivable underlying any securitization sponsored by the bank, and there was no activity with respect to any demand made prior to such period with respect to any such receivables.] We, as securitizer, disclose all fulfilled and unfulfilled repurchase requests for receivables that were the subject of a demand to repurchase on SEC Form ABS−15G. We filed our most recent Form ABS−15G with the Securities and Exchange Commission on [ l ], 20[ l ]. Our CIK number is 0001226006. For more information on obtaining a copy of the Form ABS−15G that was filed by us, see “ Where You Can Find More Information ” in the accompanying prospectus.

Maturity Considerations

Series 20[ l ]-[ l ] will always be in one of three periods—the revolving period, the controlled accumulation period or the early amortization period. Unless an early amortization event occurs, each class of notes will not receive payments of principal until the expected principal payment date for the Series 20[ l ]-[ l ] notes. The expected principal payment date for the Class A notes, the Class B notes and the Class C notes will be the payment date in [ l ] [ l ]. We expect, but cannot assure you, that the trust will have sufficient funds to pay the full principal amount of each class of the Series 20[ l ]-[ l ] notes on the expected principal payment date. However, if an early amortization event occurs, principal payments for the Series 20[ l ]-[ l ] notes may begin prior to the expected principal payment date.

Controlled Accumulation Period

During the controlled accumulation period, principal allocated to the Series 20[ l ]-[ l ] noteholders will accumulate in the principal accumulation account in an amount calculated to pay the Class A notes, the Class B notes and the Class C notes in full on the expected principal payment date. We expect, but cannot assure you, that the amounts available in the principal accumulation account on the expected principal payment date will be sufficient to pay in full the outstanding principal amount of the Series 20[ l ]-[ l ] notes. If there are not sufficient funds on deposit in the principal accumulation account to pay any class of notes in full on the expected principal payment date, an early amortization event will occur and the early amortization period will begin.

Early Amortization Period

If an early amortization event occurs during either the revolving period or the controlled accumulation period, the early amortization period will begin. On each payment date during the early amortization period, principal allocated to the Series 20[ l ]-[ l ] noteholders, including any amount on deposit in the principal accumulation account will be paid:

•

first to the Class A noteholders, up to the outstanding principal amount of the Class A notes;

•

then to the Class B noteholders, up to the outstanding principal amount of the Class B notes; and

•

then to the Class C noteholders, up to the outstanding principal amount of the Class C notes.

The trust will continue to pay principal in the priority noted above to the noteholders on each payment date during the early amortization period until the earliest of the date the notes are paid in full, the date on which the collateral amount is reduced to zero and the Series 20[ l ]-[ l ] final maturity date, which is the [ l ] [ l ] payment date. No principal will be paid on the Class B notes until the Class A notes have been paid in full. Except as described under “ Description of Series Provisions—Spread Account Distributions ,” no principal will be paid on the Class C notes until the Class A notes and Class B notes have been paid in full.

Payment Rates

The payment rate on the receivables is the most important factor that will determine the size of principal payments during an early amortization period and whether the trust has funds available to repay the notes on the expected principal payment date. The following Cardholder Monthly Payment Rates table sets forth the highest and lowest cardholder monthly

S- 26

payment rates on the credit card accounts in the trust portfolio during any Monthly Period in the Securitization Reporting Years or portion thereof, as applicable, shown, in each case calculated as a percentage of the Principal Receivables Outstanding as of the first day of each Monthly Period during the Securitization Reporting Years or portion thereof, as applicable, shown. Payment rates shown in the table are based on amounts that would be deemed payments of principal receivables with respect to the accounts. For purposes of these calculations, Principal Receivables Outstanding are principal receivables included in the trust portfolio in the period indicated. Each Securitization Reporting Year is the period of twelve Monthly Periods ending on December 21 ^st of the related calendar year.

The Payment Status table in this section shows the average for all billing cycles in the period indicated of the payments made on the receivables that fall within each of the following categories: (1) less than minimum payment, (2) minimum payment, (3) greater than minimum payment, but less than full payment and (4) full payment or greater than full payment. For any billing cycle, the percentage of payments in each category is calculated by dividing the number of accounts with payments in that category by the total amount of all accounts that were required to make payments on the receivables.

Although we have provided historical data concerning the payment rates on the receivables and the percentage of the receivables falling in each payment category, because of the factors described in the prospectus under “ Risk Factors ,” we cannot provide you with any assurance that the levels and timing of payments on receivables in the trust portfolio from time to time will be similar to the historical experience described in the following tables for the trust portfolio or that deposits into the principal accumulation account will equal the applicable controlled accumulation amount. The trust may shorten the controlled accumulation period and, in that event, we cannot provide any assurance that there will be sufficient time to accumulate all amounts necessary to pay the outstanding principal amount of the Series 20[ l ]-[ l ] notes on the expected principal payment date.

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Cardholder Monthly Payment Rates

[ ] Months

Ended [ ],

Securitization Reporting Year

20[ ]

Lowest Month

Highest Month

Monthly Average

Payment Status

Percentage of Accounts

[ ] Billing

Twelve Billing

Cycles Ended in

[ ], 20[ ]

December, 20[ ]

Less than Minimum Payment

Minimum Payment

Greater Than Minimum Payment, Less than Full Payment

Full Payment or Greater than Full Payment

We cannot assure you that the cardholder monthly payment rates or the payment experience for the trust portfolio in the future will be similar to the historical experience set forth in the tables above. In addition, the amount of collections of receivables may vary from month to month due to seasonal variations, general economic conditions, payment habits of individual cardholders and changes in minimum payment formulas.

Use of Proceeds

We will receive the net proceeds from the sale of the Series 20[ l ]-[ l ] notes and will use those proceeds [for general corporate purposes] [to purchase credit card receivables from the bank] [and to repay intercompany indebtedness owed by us to RFS Holding, Inc., as described under " The Trust—Transfer and Assignment of Receivables " in the accompanying prospectus].

Description of Series Provisions

We have summarized the material terms of the Series 20[ l ]-[ l ] notes below and under “ Description of the Notes ” in the accompanying prospectus.

General

The Class A notes, the Class B notes and the Class C notes comprise the Series 20[ l ]-[ l ] notes and will be issued under the indenture, as supplemented by the Series 20[ l ]-[ l ] indenture supplement, in each case between the trust and the indenture trustee.

The Series 20[ l ]-[ l ] notes will be issued in minimum denominations of $100,000 and higher integral multiples of $1,000 and will be available only in book-entry form, registered in the name of Cede & Co., as nominee of DTC. See “ Description of the Notes—General ,” “ —Book-Entry Registration ” and “ —Definitive Notes ” in the accompanying prospectus. Payments of interest and principal will be made on each payment date on which those amounts are due to the noteholders in whose names the Series 20[ l ]-[ l ] notes were registered on the related record date, which will be the last business day of the calendar month preceding that payment date.

Collateral Amount

Your notes are secured by the transferred receivables. The amount of the collateral for your notes, which we call the collateral amount, will initially be $[ l ] and will thereafter be reduced by:

(a)

all principal collections applied to make principal payments on the Series 20[ l ]-[ l ] notes (other than principal payments made from funds on deposit in the spread account) or deposited into the principal accumulation account;

(b)

reductions in the excess collateral amount that result from reductions in the required excess collateral amount as described under “ —Excess Collateral Amount ” below; and

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(c)

all reductions to the collateral amount as a result of defaulted principal receivables or uncovered dilution allocated to your series or reallocations of principal collections to cover interest[, Senior Swap Payments], payments to the indenture trustee, the owner trustee and the administrator for the trust and the monthly servicing fee payments for your series that have not been reimbursed.

The collateral amount cannot be less than zero.

Reductions described in clause (c) above will be reimbursed to the extent that finance charge collections are available for that purpose on any subsequent payment date.

Allocation Percentages

The servicer, on behalf of the trust, will allocate among the collateral amount for your series, the collateral amount of each other series of notes issued and outstanding and the Free Equity Amount, the following items: collections of finance charge receivables and principal receivables, defaulted principal receivables and dilution amounts that are not offset by the Free Equity Amount or reimbursed by us.

On any day, the allocation percentage for your series will be the percentage equivalent—which may not exceed 100%—of a fraction:

•

the numerator of which is:

•

for purposes of allocating finance charge collections and defaulted principal receivables at all times and principal collections during the revolving period, equal to the collateral amount as measured at the end of the prior Monthly Period (or, in the case of the Monthly Period during which the closing date occurs, on the closing date); or

•

for purposes of allocating principal collections during the controlled accumulation period and the early amortization period, prior to the date on which the amount on deposit in the principal accumulation account equals the outstanding principal amount of the notes, equal to the collateral amount as of the end of the revolving period, and, thereafter, zero; and

•

the denominator of which is the greater of:

(a)

except as described in the last sentence of the following paragraph, the Aggregate Principal Receivables as of a specified date; and

(b)

the sum of the numerators used to calculate the applicable allocation percentages for all series of notes outstanding as of the date of determination.

The denominator referred to above will initially be set as of the closing date. The denominator will be reset for purposes of allocating principal collections, finance charge collections and defaulted principal receivables at the end of each Monthly Period and on the following dates, which are referred to as “reset dates” in this prospectus supplement:

•

on each date on which additional accounts are designated to the trust portfolio;

•

on each date on which accounts are removed from the trust portfolio in an aggregate amount approximately equal to the collateral amount of any series that has been paid in full;

•

on each date on which there is an increase in the outstanding balance of any variable interest issued by the trust; and

•

on each date on which a new series or class of notes is issued.

If a reset date occurs and the trust is permitted to make a single monthly deposit to the collection account, the denominator referred to in clause (a) above will instead equal the Average Principal Balance for the related Monthly Period.

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Interest Payments

The outstanding principal amount of the Class A notes will accrue interest from and including the closing date to but excluding [ l ], [ l ], and for each following interest period, at a rate of [ l ]% per year [above LIBOR for the related interest period].

The outstanding principal amount of the Class B notes will accrue interest from and including the closing date to but excluding [ l ], [ l ], and for each following interest period, at a rate of [ l ]% per year [above LIBOR for the related interest period].

The outstanding principal amount of the Class C notes will accrue interest from and including the closing date to but excluding [ l ], [ l ], and for each following interest period, at a rate of [ l ]% per year [above LIBOR for the related interest period].

Each interest period will begin on and include a payment date and end on but exclude the next payment date. However, the first interest period will begin on and include the closing date.

[For purposes of determining the interest rates applicable to each interest period, LIBOR will be determined two London business days before that interest period begins.]

[For each date of determination, LIBOR will equal the rate per annum displayed in the Bloomberg Financial Markets system as the composite offered rate for London interbank deposits for a one-month period (and, solely for purposes of determining LIBOR for the first interest period as described in the following paragraph, a two-month period), as of 11:00 a.m., London time, on that date. If that rate does not appear on that system, the rate for that date will be the rate per annum shown on page “LIBOR01” of the Reuters Monitor Money Rates Service or such other page as may replace the “LIBOR01” page on that service for purposes of displaying London interbank offered rates of major banks as of 11:00 a.m., London time, on the LIBOR Determination Date; provided that if at least two rates appear on that page, the rate will be the arithmetic mean of the displayed rates and if fewer than two rates are displayed, or if no rate is relevant, LIBOR will be determined based on the rates at which deposits in United States dollars are offered by four major banks, selected by the servicer, at approximately 11:00 a.m., London time, on that day to prime banks in the London interbank market for a one-month period (and, solely for purposes of determining LIBOR for the first interest period as described in the following paragraph, a two-month period). The indenture trustee will request the principal London office of each of those banks to provide a quotation of its rate. If at least two quotations are provided, the rate for that date will be the arithmetic mean of the quotations. If fewer than two quotations are provided, the rate for that date will be the arithmetic mean of the rates quoted by major banks in New York City, selected by the servicer, at approximately 11:00 a.m., New York City time, on that day for loans in United States dollars to leading European banks for a one-month period (and, solely for purposes of determining LIBOR for the first interest period as described in the following paragraph, a two-month period).]

[LIBOR for the first interest period will be determined by straight-line interpolation, based on the actual number of days in the period from the closing date to but excluding [ l ], [ l ], between two rates determined in accordance with the preceding paragraph, one of which will be determined for a maturity of one month and one of which will be determined for a maturity of two months.]

The interest rates applicable to the then current and immediately preceding interest period may be obtained by telephoning the indenture trustee at its corporate trust office at [ l ] or any other telephone number identified in a written notice from the indenture trustee to the Series 20[ l ]-[ l ] noteholders from time to time.

Interest on the Class A notes, Class B notes and Class C notes will be calculated based on the basis of the [actual number of days in the related interest period and] a 360-day year [of twelve 30-day months].

If the trust does not pay interest as calculated above to any class on a payment date, the amount not paid will be due on the next payment date, together with interest on the overdue amount of regular monthly interest at [2% plus] the interest rate payable on the notes for the applicable class.

[Interest Rate Swaps

To hedge the trust’s interest payment obligations, the trust will enter into an interest rate swap for each of the Class A notes, the Class B notes and the Class C notes, each covering the period from the closing date through the final maturity date.

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The notional amount of the Class A interest rate swap, the notional amount of the Class B interest rate swap and the notional amount of the Class C interest rate swap for each interest period will be equal to the outstanding principal amount of each of the Class A notes, the Class B notes and the Class C notes, respectively, in each case as of the end of the first day of the related interest period. Under each swap, prior to each payment date, two interest amounts will be calculated on the outstanding principal amount of the Class A notes, the Class B notes or the Class C notes, as applicable:

•

a floating interest amount, accruing at the applicable one-month LIBOR and based on the actual number of days in the interest period and a year of 360 days; and

•

a fixed interest amount, accruing at the specified fixed interest rate and based on twelve 30-day months and a year of 360 days.

If the floating interest amount is greater than the fixed interest amount, the trust will receive a payment from the swap counterparty in an amount equal to the difference. Alternatively, if the fixed interest amount is greater than the floating interest amount, the trust will be required to make a payment to the swap counterparty in an amount equal to the difference. The specified fixed interest rate for the Class A interest rate swap, the Class B interest rate swap and the Class C interest rate swap is not expected to be higher than [ l ]% per year.

Any net amounts received by the trust under the interest rate swaps will be treated as collections of finance charge receivables. Any net amounts payable by the trust under the Class A interest rate swap will be paid from finance charge collections at the same priority as interest payments on the Class A notes. Any net amounts payable by the trust under the Class B interest rate swap will be paid from finance charge collections at the same priority as interest payments on the Class B notes. Any net amounts payable by the trust under the Class C interest rate swap will be paid from finance charge collections at the same priority as interest payments on the Class C notes.

Each of the interest rate swaps may terminate, whether or not the notes have been paid in full prior to such termination, upon the occurrence of any event of default or termination event specified in the related interest rate swap agreement. Upon the occurrence of any event of default specified in an interest rate swap agreement, the non-defaulting party may elect to terminate such interest rate swap agreement. Events of default under the interest rate swap agreements include:

•

failure to make a payment due under the interest rate swap agreement within the applicable grace period;

•

the occurrence of certain bankruptcy and insolvency events;

•

a default, event of default or other similar condition or event by the interest rate swap counterparty under any debt obligation owed by the interest rate swap counterparty arising from a payment default or other event resulting in the acceleration of such debt obligation, if the amount of such payment default or accelerated debt meets the specified threshold amount, subject to applicable cure periods; and

•

failure by the interest rate swap counterparty to comply with certain other obligations under the interest rate swap agreement or breach by the interest rate swap counterparty of certain representations in the interest rate swap agreement, in each case subject to applicable cure periods.

The interest rate swaps may also be terminated upon the occurrence of a termination event other than an event of default. These termination events include:

•

illegality on the part of the trust or an interest rate swap counterparty to be a party to the related interest rate swap agreement;

•

noncompliance by the interest rate swap counterparty with certain obligations under a disclosure agreement pursuant to which the interest rate swap counterparty may be required to deliver to the trust specified financial and other information regarding the interest rate swap counterparty to enable the depositor and the trust to comply with their reporting obligations to the SEC;

•

noncompliance by the interest rate swap counterparty with certain obligations after its ratings downgrade;

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•

certain tax consequences arising from administrative or judicial procedures, changes in tax law or certain mergers and asset transfers; and

•

certain other events specified in the interest rate swap agreements.

The trust can only enter into and maintain interest rate swaps with counterparties that have debt ratings consistent with the standards of the rating agencies for the notes. If the ratings of a swap counterparty are reduced below certain levels established by Standard & Poor’s, Moody’s or Fitch, if the swap counterparty is rated by Fitch, that swap counterparty will be required to assign its rights and obligations under the applicable interest rate swap to a replacement swap counterparty, obtain a letter of credit or guaranty or make other arrangements satisfactory to the rating agencies within certain grace periods. The failure to replace a terminated interest rate swap or enter into an alternative arrangement satisfactory to the rating agencies within ten business days, or the failure of a swap counterparty to make a required payment for five business days after a payment is due, will cause an early amortization event and commencement of the early amortization period. See “ Risk Factors—Default by a swap counterparty or termination of the Class A, Class B or Class C interest rate swap could reduce or delay payments and may cause commencement of an early amortization period or a reduction in the ratings of the notes ” in this prospectus supplement for a discussion of potential adverse consequences if a swap counterparty defaults on its obligations or is downgraded, or another termination event occurs under an interest rate swap.]

[Interest Rate Swap Counterparty]

[Description of derivative counterparty, including the name of the derivative counterparty, the organizational form of the derivative counterparty, the general character of the business of the derivative counterparty and whether the significance percentage is less than 10%, at least 10% but less than 20% or 20% or more]

[If the aggregate significance percentage of any derivative counterparty is greater than 10%, but less than 20%, financial data required by Item 1115(b)(1) of Regulation AB will be provided.]

[If the aggregate significance percentage of any derivative counterparty is greater than 20%, financial statements meeting the requirements of Item 1115(b)(2) of Regulation AB will be provided.]

Revolving Period; Source of Principal Payments

During the revolving period, no principal payments will be made on your notes. During the controlled accumulation period and the early amortization period, deposits to the principal accumulation account and principal payments on the Series 20[ l ]-[ l ] notes, as applicable, will be made on each payment date from the following sources:

(a)

principal collections allocated to your series based on your allocation percentage and required to be deposited into the collection account for your series, less any amounts required to be reallocated to cover interest payments on the Series 20[ l ]-[ l ] notes[, Senior Swap Payments due from the trust], certain fees and expenses payable to the indenture trustee, the owner trustee and the administrator for the trust or monthly servicing fee payments; plus

(b)

any amount on deposit in the excess funding account allocated to your series on that payment date; plus

(c)

any finance charge collections or other amounts required to be treated as principal collections in order to cover the share of defaulted principal receivables, uncovered dilution amounts and shortfalls in the Minimum Free Equity Amount allocated to your series or to reinstate prior reductions to the collateral amount; plus

(d)

any principal collections from other series that are shared with your series.

Controlled Accumulation Period

The controlled accumulation period is scheduled to commence on [ l ], [ l ], and to last [ l ] months. On each determination date until the controlled accumulation period begins, the servicer, on behalf of the trust, will review the amount of expected principal collections and determine the number of months expected to be required to fully fund the principal accumulation account by the expected principal payment date as described under “ Description of the Notes—Length of Controlled Accumulation Period ” in the accompanying prospectus. If the number of months needed to fully fund the principal accumulation account by the expected principal payment date is less than or more than the number of months in the scheduled controlled accumulation period, the trust will either postpone the controlled accumulation period or start the controlled

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accumulation period earlier than the then-currently scheduled controlled accumulation period, as applicable, so that the number of months in the scheduled controlled accumulation period equals the number of months expected to be needed to fully fund the principal accumulation account by the expected principal payment date. In no event will the controlled accumulation period be less than one month.

On each payment date relating to the controlled accumulation period, funds will be deposited in the principal accumulation account in amount equal to the least of:

(1)

funds available for this purpose for your series with respect to that payment date;

(2)

the outstanding principal amount of the Series 20[ l ]-[ l ] notes as of the last day of the revolving period, divided by the number of months in the controlled accumulation period, plus any amounts required to be deposited to the principal accumulation account on prior payment dates that have not yet been deposited;

(3)

an amount equal to the outstanding principal amount of the notes, minus the amount on deposit in the principal accumulation account prior to any deposits on that date; and

(4)

the collateral amount.

Any remaining funds not deposited in the principal accumulation account first will be made available to other series as shared principal collections and second will either be deposited in the excess funding account under the circumstances described under “ The Trust—Capitalization of Trust; Minimum Free Equity Amount ” and “ —Shared Principal Collections ” in the accompanying prospectus or distributed to us or our assigns. During the controlled accumulation period, if the excess collateral amount exceeds the required excess collateral amount, the excess collateral amount will be reduced, but not below the required excess collateral amount, by the amount of funds applied as described in the preceding sentence.

Unless an early amortization period commences prior to the expected principal payment date, amounts in the principal accumulation account will be paid on the expected principal payment date to the Class A noteholders until the outstanding principal amount of the Class A notes has been paid in full, then to the Class B noteholders until the outstanding principal amount of the Class B notes has been paid in full, and then to the Class C noteholders until the outstanding principal amount of the Class C notes has been paid in full.

Early Amortization Period

On each payment date relating to the early amortization period, the Class A noteholders will be entitled to receive funds available for principal payments for Series 20[ l ]-[ l ] for the related Monthly Period in an amount up to the outstanding principal amount of the Class A notes.

After payment in full of the outstanding principal amount of the Class A notes, the Class B noteholders will be entitled to receive, on each payment date relating to the early amortization period, the remaining available funds for Series 20[ l ]-[ l ] for the related Monthly Period in an amount up to the outstanding principal amount of the Class B notes.

After payment in full of the outstanding principal amount of the Class A notes and the Class B notes, the Class C noteholders will be entitled to receive on each payment date relating to the early amortization period, the remaining available funds for Series 20[ l ]-[ l ] for the related Monthly Period in an amount up to the outstanding principal amount of the Class C notes.

See “ —Early Amortization Events ” below for a discussion of events that might lead to the commencement of the early amortization period.

Subordination

The Class B notes are subordinated to the Class A notes. The Class C notes are subordinated to the Class A notes and the Class B notes. The excess collateral amount is subordinated to all three classes of notes. Interest payments will be made on the Class A notes prior to being made on the Class B notes and the Class C notes. Interest payments will be made on the Class B notes prior to being made on the Class C notes.

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Principal payments on the Class B notes will not begin until the Class A notes have been paid in full. Except as described under “ Description of Series Provisions—Spread Account Distributions ,” principal payments on the Class C notes will not begin until the Class A notes and the Class B notes have been paid in full.

The collateral amount for your series will be reduced as the collateral is applied for the benefit of your series, for instance as principal payments are made on your series (other than principal payments made from funds on deposit in the spread account). In addition, the collateral amount can be applied for the benefit of your series in two other ways:

by reallocating principal collections to make interest payments and [to pay Senior Swap Payments due from the trust, ]to pay the fees of the indenture trustee, the owner trustee and the administrator for the trust and monthly servicing fee payments for your series, when finance charge collections are not sufficient to make these payments; and

to absorb your series’ share of defaulted principal receivables and any uncovered dilution amounts, when finance charge collections are not sufficient to cover these amounts.

The excess collateral amount provides credit enhancement by absorbing these types of reductions. If the total amount of these latter two types of reductions exceeds the excess collateral amount, then the Class C notes may not be repaid in full. If the total amount exceeds the excess collateral amount and the principal amount of the Class C notes, then the Class B notes may not be repaid in full. If the total amount exceeds the sum of the excess collateral amount and the principal amounts of the Class C and Class B notes, then the Class A notes may not be repaid in full.

If receivables are sold after an event of default, the net proceeds of that sale would be paid first to the Class A notes, then to the Class B notes and finally to the Class C notes, in each case until the outstanding principal amount of the specified class and all accrued and unpaid interest payable to that class have been paid in full.

Application of Finance Charge Collections

We refer to your series’ share of finance charge collections, including recoveries, net investment proceeds transferred from the principal accumulation account[, net swap receipts], amounts withdrawn from the reserve account and any available excess finance charge collections from other series, collectively, as finance charge collections. On each payment date, the servicer, on behalf of the trust, will apply your series’ share of finance charge collections for the Monthly Period in the following order:

(1)

to pay, pro rata , the following amounts allocated to your series: the accrued and unpaid fees and other amounts owed to the indenture trustee up to a maximum amount of $[ l ] for each calendar year, accrued and unpaid fees and other amounts owed to the owner trustee up to a maximum amount of $[ l ] for each calendar year, and accrued and unpaid fees and other amounts owed to the administrator for the trust up to a maximum amount of $[ l ] for each calendar year;

(2)

to pay the servicing fee for your series for the prior Monthly Period and any overdue servicing fee (to the extent not directly paid by the trust to the servicer during the month);

(3)

to pay, pro rata , interest on the Class A notes, including any overdue interest and additional interest on the overdue interest[, and any Senior Swap Payments due from the trust under the Class A interest rate swap];

(4)

to pay, pro rata , interest on the Class B notes, including any overdue interest and additional interest on the overdue interest[, and any Senior Swap Payments due from the trust under the Class B interest rate swap];

(5)

to pay, pro rata , interest on the Class C notes, including any overdue interest and additional interest on the overdue interest[, and any Senior Swap Payments due from the trust under the Class C interest rate swap];

(6)

an amount equal to your series’ share of the defaulted principal receivables and uncovered dilution, if any, for the related Monthly Period, will be treated as principal collections for that Monthly Period;

(7)

an amount equal to any previous reductions to the collateral amount on account of defaulted principal receivables, uncovered dilution or reallocations of principal collections in each case not previously reimbursed will be treated as principal collections for that Monthly Period;

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(8)

on and after the reserve account funding date, to deposit into the reserve account an amount equal to the excess, if any, of the required reserve account amount over the amount then on deposit in the reserve account;

(9)

to deposit into the spread account an amount equal to the excess, if any, of the required spread account amount over the amount then on deposit in the spread account;

(10)

without duplication of the amount specified in clause (6) in respect of the uncovered dilution amount, an amount equal to the Series Allocation Percentage (calculated by excluding any series of notes that is excluded from this calculation in the related indenture supplement) of the excess, if any, of the Minimum Free Equity Amount over the Free Equity Amount will be treated as principal collections for that Monthly Period;

(11)

[to make Subordinated Termination Payments and any other payments or deposits relating to the Class A interest rate swap;]

(12)

[to make Subordinated Termination Payments and any other payments or deposits relating to the Class B interest rate swap;]

(13)

[to make Subordinated Termination Payments and any other payments or deposits relating to the Class C interest rate swap;]

(14)

unless an early amortization event has occurred, to pay, pro rata , any amounts owed to the indenture trustee, the owner trustee and the administrator for the trust to the extent allocated to your series and not paid pursuant to clause (1) above;

(15)

to cover any shortfalls in finance charge collections for other outstanding series in group one; and

(16)

if an early amortization event has occurred, first, to make principal payments on the Class A notes, the Class B notes and the Class C notes, in that order of priority, to the extent principal collections, including shared principal collections, allocated to your series are not sufficient to pay the notes in full, and, second, to pay, pro rata , any amounts owed to the indenture trustee, the owner trustee and the administrator for the trust to the extent allocated to your series and not paid pursuant to clause (1) above.

Reallocation of Principal Collections

If finance charge collections available to your series are not sufficient to pay the aggregate amount of those payments described in clauses (1) through (5) under the caption “ —Application of Finance Charge Collections ” above, then principal collections allocated to your series will be reallocated to cover these amounts. Any reallocation of principal collections is a use of the collateral for your notes. Consequently, these uses will reduce the remaining collateral amount by the amount that was reallocated. The amount of principal collections that will be reallocated on any payment date will not exceed the sum of the amounts described in the following clauses (1) through (3):

(1)

the lesser of:

•

the excess of (a) the amount needed to make the payments described in clauses (1), (2) and (3) under the caption “ —Application of Finance Charge Collections ” above over (b) the amount of finance charge collections available to cover these amounts; and

•

the excess, if any, of (a) [ l ]% of the initial collateral amount over (b) the sum of (i) the amount of unreimbursed investor charge-offs after giving effect to investor charge-offs for the related Monthly Period, (ii) the amount of unreimbursed reallocated principal collections as of the previous payment date and (iii) any reductions to the collateral amount on account of reductions to the required excess collateral amount;

(2)

the lesser of:

•

the excess of (a) the amount needed to make the payments described in clause (4) under the caption “— Application of Finance Charge Collections ” above over (b) the amount of finance charge collections available to cover these amounts; and

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•

the excess, if any, of (a) [ l ]% of the initial collateral amount over (b) the sum of (i) the amount of unreimbursed investor charge-offs after giving effect to investor charge-offs for the related Monthly Period, (ii) the amount of unreimbursed reallocated principal collections as of the previous payment date and after giving effect to the reallocation of principal collections to make the payments described in clauses (1), (2) and (3) under the caption “— Application of Finance Charge Collections ” above on the then current payment date and (iii) any reductions to the collateral amount on account of reductions to the required excess collateral amount; and

(3)

the lesser of:

•

the excess of (a) the amount needed to make the payments described in clause (5) under the caption “— Application of Finance Charge Collections ” above over (b) the amount of finance charge collections and amounts withdrawn from the spread account that are available to cover that amount; and

•

the excess, if any, of (a) [ l ]% of the initial collateral amount over (b) the sum of (i) the amount of unreimbursed investor charge-offs after giving effect to investor charge-offs for the related Monthly Period, (ii) the amount of unreimbursed reallocated principal collections as of the previous payment date and after giving effect to the reallocation of principal collections to make the payments described in clauses (1) through (4) under the caption “— Application of Finance Charge Collections ” above on the then current payment date and (iii) any reductions to the collateral amount on account of reductions to the required excess collateral amount.

Investor Charge-Offs

A portion of the defaulted principal receivables in each charged-off account will be allocated to the collateral amount for your series in an amount equal to your series’ allocation percentage on the date the account is charged-off. The allocation percentage is described under “ —Allocation Percentages ” above.

Dilution will also be allocated to the collateral amount for your series in the circumstances described in “ The Servicers—Defaulted Receivables; Dilution; Investor Charge-Offs ” in the accompanying prospectus. If dilution is allocated among each series for any Monthly Period, your series’ share of dilution will equal:

(1)

dilution to be allocated to all series for that Monthly Period, times

(2)

the Series Allocation Percentage for that Monthly Period, which will be determined on a weighted average basis for any Monthly Period in which a reset date occurs.

On each payment date, if the sum of the defaulted principal receivables and any remaining uncovered dilution allocated to the collateral amount for your series is greater than the finance charge collections used to cover those amounts, then the collateral amount will be reduced by the amount of the excess. Any reductions in the collateral amount on account of defaulted principal receivables and uncovered dilution will be reimbursed to the extent that finance charge collections are available for that purpose on any subsequent payment date.

Sharing Provisions

Your series is in group one for purposes of sharing excess finance charge collections. Your series will share excess finance charge collections with other series in group one. See “ Description of the Notes—Shared Excess Finance Charge Collections ” in the accompanying prospectus.

Principal Accumulation Account

The trust will establish and maintain a segregated trust account to serve as the principal accumulation account. During the controlled accumulation period, the servicer, on behalf of the trust, will make deposits to the principal accumulation account as described under “ —Principal Payments ” in the accompanying prospectus.

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Funds on deposit in the principal accumulation account will be invested to the following payment date by the trust in highly rated investments that meet the criteria described in the indenture supplement. Investment earnings, net of investment losses and expenses, on funds on deposit in the principal accumulation account will be deposited in the collection account and treated as finance charge collections available to your series for the related Monthly Period. If, for any payment date, these net investment earnings are less than the sum of:

(a)

the product of (1) a fraction, the numerator of which is equal to the balance of the principal accumulation account, up to the outstanding principal amount of the Class A notes, on the last day of the calendar month preceding that payment date, and the denominator of which is equal to the outstanding principal amount of the Class A notes on the last day of the calendar month preceding that payment date and (2) the Class A monthly interest payment, [ plus any net swap payments payable by the trust under the Class A interest rate swap, minus net swap receipts payable by the swap counterparty under the Class A interest rate swap];

(b)

the product of (1) a fraction, the numerator of which is equal to the lesser of (i) the outstanding principal amount of the Class B notes on the last day of the calendar month preceding that payment date and (ii) the balance of the principal accumulation account in excess of the outstanding principal amount of the Class A notes on the last day of the calendar month preceding that payment date, and the denominator of which is equal to the outstanding principal amount of the Class B notes on the last day of the calendar month preceding that payment date and (2) the Class B monthly interest payment, [ plus any net swap payments payable by the trust under the Class B interest rate swap, minus net swap receipts payable by the swap counterparty under the Class B interest rate swap]; and

(c)

the product of (1) a fraction, the numerator of which is equal to the balance of the principal accumulation account in excess of the outstanding principal amount of the Class A notes and Class B notes on the last day of the calendar month preceding that payment date, and the denominator of which is equal to the outstanding principal amount of the Class C notes on the last day of the calendar month preceding that payment date and (2) the Class C monthly interest payment, [ plus any net swap payments payable by the trust under the Class C interest rate swap, minus net swap receipts payable by the swap counterparty under the Class C interest rate swap];

then the trust will withdraw the amount of the shortfall, to the extent required and available, from the reserve account and deposit it in the collection account for use as finance charge collections that are available to your series.

Excess Collateral Amount

An excess collateral amount provides credit enhancement for your series. The initial excess collateral amount will be $[ l ], which equals [ l ]% of the initial collateral amount. The excess collateral amount at any time will equal the excess of the collateral amount for your series, calculated without reduction on account of funds on deposit in the principal accumulation account, over the outstanding principal amount of the Series 20[ l ]-[ l ] notes.

On each payment date during the controlled accumulation period and early amortization period, the excess collateral amount will be decreased by the amount of funds that are available, but not required, to be deposited into the principal accumulation account on that payment date. However, no such reduction will be permitted to reduce the excess collateral amount below the required excess collateral amount. See “ Description of Series Provisions—Controlled Accumulation Period ” in this prospectus supplement and “ Credit Enhancement—Excess Collateral Amount ” in the accompanying prospectus.

The required excess collateral amount for your series on any day is currently equal to [ l ]% of the total collateral amount on that day. However, a percentage lower than [ l ]% may be used to calculate the required excess collateral amount in the future if the Rating Agency Condition is satisfied. In addition:

(a)

except as provided in clause (c), the required excess collateral amount will never be less than [ l ]% of the initial collateral amount,

(b)

except as provided in clause (c), the required excess collateral amount will not be reduced during an early amortization period, and

(c)

the required excess collateral amount will never exceed the aggregate outstanding principal amount of the notes, minus the balance on deposit in the principal accumulation account.

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Reserve Account

The trust will establish and maintain a segregated account to serve as the reserve account. The reserve account is established to assist with the distribution of interest on the notes during the controlled accumulation period and on the first payment date with respect to the early amortization period. On each payment date from and after the reserve account funding date, but prior to the termination of the reserve account, the trust will apply finance charge collections available to your series at the priority identified above under “ —Application of Finance Charge Collections ” to increase the amount on deposit in the reserve account to the extent the amount on deposit in the reserve account is less than the required reserve account amount.

Unless the Rating Agency Condition is satisfied with respect to the postponement of the reserve account funding date, the reserve account funding date will be a date selected by the servicer, on behalf of the trust, that is not later than the payment date with respect to the Monthly Period which commences three months prior to the commencement of the controlled accumulation period.

The required reserve account amount for any payment date on or after the reserve account funding date will be equal to (a) [ l ]% of the outstanding principal amount of the notes or (b) any other amount designated by the trust. The trust may only designate a lesser amount if the Rating Agency Condition is satisfied and we will certify to the indenture trustee that, based on the facts known to the certifying officer at the time, in our reasonable belief, the designation will not cause an early amortization event to occur for Series 20[ l ]-[ l ].

On each payment date, after giving effect to any deposit to be made to, and any withdrawal to be made from, the reserve account on that payment date, the trust will withdraw from the reserve account an amount equal to the excess, if any, of the amount on deposit in the reserve account over the required reserve account amount, and the amount withdrawn will no longer be available for your notes. Any amounts withdrawn from the reserve account and distributed to us or our assigns will not be available for distribution to the noteholders.

All amounts on deposit in the reserve account on any payment date—after giving effect to any deposits to, or withdrawals from, the reserve account to be made on that payment date—will be invested to the following payment date by the trust, in highly rated investments that meet the criteria described in the indenture supplement. The interest and other investment income, net of losses and investment expenses, earned on these investments will be either retained in the reserve account to the extent the amount on deposit is less than the required reserve account amount or deposited in the finance charge account for your series and treated as finance charge collections available to your series.

On or before each payment date with respect to the controlled accumulation period and on or before the first payment date with respect to the early amortization period, the trust will withdraw from the reserve account and deposit in the collection account an amount equal to the least of:

(1)

the amount then on deposit in the reserve account with respect to that payment date;

(2)

the amount of the shortfall described under “ —Principal Accumulation Account ” above; and

(3)

the required reserve account amount.

Amounts withdrawn from the reserve account on any payment date will be included as finance charge collections available to your series for that payment date.

The reserve account will be terminated upon the earliest to occur of:

(1)

the first payment date for the early amortization period;

(2)

the expected principal payment date; and

(3)

the termination of the trust.

Upon the termination of the reserve account, all amounts on deposit in the reserve account, after giving effect to any withdrawal from the reserve account on that date, will be distributed to us or our assigns. Any amounts withdrawn from the reserve account and distributed to us or our assigns will not be available for distribution to the noteholders.

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Spread Account

The trust will establish and maintain as a segregated account primarily for the benefit of the Class C noteholders to serve as the spread account. Amounts on deposit in the spread account will be used as described below under “ —Spread Account Distributions .”

The spread account initially will not be funded, but will be funded up to the required spread account amount on each payment date from finance charge collections allocated to your series to the extent available for that purpose. Prior to the occurrence of an event of default and acceleration of the Series 20[ l ]-[ l ] notes, the required spread account amount will never exceed the outstanding principal amount of the Class C notes after taking into account any payments to be made on that payment date. The required spread account amount may be changed at any time without the consent of the Class A or Class B noteholders.

Funds on deposit in the spread account will be invested by the trust in highly rated investments that meet the criteria described in the indenture supplement. Investment earnings, net of losses and investment expenses, will be retained in the spread account to the extent the available spread account amount is less than the required spread account amount, and the balance, if any, will be paid to us or our assigns. In addition, after an event of default and acceleration of the maturity of Series 20[ l ]-[ l ] notes, these investment earnings will be available for payment to holders of the Series 20[ l ]-[ l ] notes as described under “ —Spread Account Distributions ” below.

Spread Account Distributions

On or before each payment date, the trust will withdraw from the spread account, and deposit in the distribution account for payment to the Class C noteholders [and the swap counterparty under the Class C interest rate swap] an amount equal to the least of:

(1)

the amount on deposit in the spread account with respect to that payment date;

(2)

the shortfall, if any, in the amount of finance charge collections that are available to cover the interest payable on the Class C notes [and any net payments due under the Class C interest rate swap]; and

(3)

the required spread account amount for that payment date.

Unless an early amortization event occurs, the trust will withdraw from the spread account and deposit into the collection account for distribution to the Class C noteholders on the expected principal payment date an amount equal to the lesser of:

(1)

the amount on deposit in the spread account after application of any amounts as set forth in the immediately preceding paragraph; and

(2)

the outstanding principal amount of the Class C notes after the application of any amounts on that payment date.

Except as provided in the following paragraph, if an early amortization event occurs, the amount, if any, remaining on deposit in the spread account, after making the payments described in the preceding paragraph, will be applied to pay principal on the Class C notes on the earlier of the final maturity date and the first payment date on which the outstanding principal amount of the Class A and Class B notes has been paid in full.

In addition, on any day after the occurrence of an event of default with respect to Series 20[ l ]-[ l ] and the acceleration of the maturity date, the trust will withdraw from the spread account the outstanding amount on deposit in the spread account and deposit that amount into the distribution account for distribution to the Class C noteholders, the Class A noteholders and the Class B noteholders, in that order of priority, to fund any shortfalls in amounts owed to those noteholders.

Early Amortization Events

An early amortization event may occur for the Series 20[ l ]-[ l ] notes upon the occurrence of any of the following events:

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(a)

our failure (1) to make any payment or deposit on the date required to be made under the trust receivables purchase agreement or the transfer agreement on or before the date that is five business days after the date the payment or deposit is required to be made or (2) to observe or perform in any material respect its other covenants or agreements set forth in the trust receivables purchase agreement or the transfer agreement which failure has a material adverse effect on the Series 20[ l ]-[ l ] noteholders and which continues unremedied for a period of 60 days after written notice of the failure, requiring the same to be remedied, has been given to us by the indenture trustee or to us and the indenture trustee by any holder of the Series 20[ l ]-[ l ] notes;

(b)

any representation or warranty made by us in the trust receivables purchase agreement or the transfer agreement or any information required to be given by us to identify the accounts proves to have been incorrect in any material respect when made or delivered and which continues to be incorrect in any material respect for a period of 60 days after written notice of the failure, requiring the same to be remedied, and as a result of which the interests of the Series 20[ l ]-[ l ] noteholders are materially and adversely affected and continue to be materially and adversely affected for the designated period; except that an early amortization event described in this subparagraph (b) will not occur if we have accepted reassignment of the related receivable or all related receivables, if applicable, within the designated period;

(c)

our failure to convey receivables in additional accounts or participations to the trust when required to do so;

(d)

any of the following servicer defaults or breaches:

(1)

a servicer default described under “ The Servicers—Servicer Default; Successor Servicer ” in the accompanying prospectus;

(2)

failure by the servicer to observe or perform in any material respect any of its covenants or agreements in the servicing agreement if the failure has a material adverse effect on the noteholders which continues unremedied for a period of 60 days after notice to the trust by the indenture trustee or noteholders of at least 25% of the outstanding principal amount of the notes;

(3)

the servicer delegates its duties, except as specifically permitted under the servicing agreement, and the delegation remains unremedied for 15 days after written notice to the trust by the indenture trustee; or

(4)

any representation, warranty or certification made by the servicer in the servicing agreement, or in any certificate delivered in accordance with the servicing agreement, proves to have been incorrect when made if it:

•

has a material adverse effect on the rights of the noteholders; and

•

continues to be incorrect in any material respect for a period of 60 days after notice to the trust by the indenture trustee or noteholders of at least 25% of the outstanding principal amount of the notes;

(e)

(i) the average of the Portfolio Yields for the two Monthly Periods immediately preceding the [ l ] Payment Date is less than the average of the Base Rates for the same Monthly Periods, or (ii) beginning with the three consecutive Monthly Periods immediately preceding the [ l ] Payment Date, the average of the Portfolio Yields for any three consecutive Monthly Periods is less than the average of the Base Rates for the same Monthly Periods;

(f)

the outstanding principal amount of the Class A notes, the Class B notes or the Class C notes is not paid in full on the expected principal payment date;

(g)

specified bankruptcy, insolvency, liquidation, conservatorship, receivership or similar events relating to us or any originator of accounts;

(h)

we are unable for any reason to transfer receivables to the trust or the bank is unable to transfer receivables to us;

(i)

the trust becomes subject to regulation as an “investment company” within the meaning of the Investment Company Act of 1940, as amended;

(j)

an event of default for Series 20[ l ]-[ l ] and an acceleration of the maturity of the Series 20[ l ]-[ l ] notes occurs under the indenture;

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(k)

[failure of any interest rate swap counterparty to make a payment under any of the interest rate swaps for the Class A notes, the Class B notes or the Class C notes in respect of a payment obligation arising as a result of LIBOR being greater than the specified fixed rate for the related interest rate swap, and the failure is not cured within 5 business days after the payment is due; or]

(l)

[the early termination of the interest rate swaps for any of the Class A notes, the Class B notes or the Class C notes unless the trust obtains a replacement interest rate hedging arrangement or enters into another arrangement acceptable to the rating agencies within 10 business days after the termination.]

In the case of any event described in clause (a), (b) or (d) above, an early amortization event will be deemed to have occurred with respect to the notes only if, after any applicable grace period, either the indenture trustee or the Series 20[ l ]-[ l ] noteholders evidencing interests aggregating more than 50% of the aggregate unpaid principal amount of the Series 20[ l ]-[ l ] notes, by written notice to the trust, with a copy to the indenture trustee if notice is given by the Series 20[ l ]-[ l ] noteholders, declare that an early amortization event has occurred with respect to the Series 20[ l ]-[ l ] notes as of the date of the notice.

In the case of any event described in clause (g), (h) or (i), an early amortization event with respect to all series then outstanding, and in the case of any event described in clause (c), (e), (f), (j), [(k)] or [(l)] an early amortization event with respect to only the Series 20[ l ]-[ l ] notes, will occur without any notice or other action on the part of the indenture trustee or the Series 20[ l ]-[ l ] noteholders immediately upon the occurrence of the event.

On the date on which an early amortization event is deemed to have occurred, the early amortization period will begin.

See “ Description of the Notes—Early Amortization Events ” in the accompanying prospectus for an additional discussion of the consequences of insolvency, conservatorship or receivership events related to us and the bank.

Events of Default

The events of default for Series 20[ l ]-[ l ], as well as the rights and remedies available to the indenture trustee and the Series 20[ l ]-[ l ] noteholders when an event of default occurs, are described under “ Description of the Notes—Events of Default; Rights Upon Event of Default ” in the accompanying prospectus.

In the case of an event of default involving bankruptcy, insolvency or similar events relating to the trust, the principal amount of the Series 20[ l ]-[ l ] notes automatically will be deemed to be immediately due and payable. If any other event of default for Series 20[ l ]-[ l ] occurs, the indenture trustee or the holders of not less than a majority of the then-outstanding principal amount of the Series 20[ l ]-[ l ] notes may declare the Series 20[ l ]-[ l ] notes to be immediately due and payable. If the Series 20[ l ]-[ l ] notes are accelerated, you may receive principal prior to the expected principal payment date for your class of notes.

Servicing Compensation and Payment of Expenses

The servicing fee rate for your series is [ l ]% per year. Your series’ share of the servicing fee for each month will be calculated as described under “ The Servicers—Servicing Compensation and Payment of Expenses ” in the accompanying prospectus.

On each payment date, the trust will allocate to your series a portion of the unpaid fees and other amounts owed to the indenture trustee, the owner trustee and the administrator for the trust in an amount equal to any such amounts attributable solely to your series, plus your series’ Series Allocation Percentage of any other amounts that are attributable to more than one series, as described under “ Description of the Notes—Fees and Expenses Payable from Collections ” in the accompanying prospectus. These amounts will be paid from finance charge collections allocated to your series as described under “ Description of Series Provisions—Application of Finance Charge Collections .”

Reports to Noteholders

On each payment date, the trust will forward to each noteholder a statement substantially in the form of Annex II to this prospectus supplement or in the form otherwise agreed to by the trust and the indenture trustee from time to time. Annex II is included at the end of this prospectus supplement and is incorporated into this prospectus supplement.

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Legal Proceedings

There are no legal proceedings pending or proceedings known by us to be contemplated by governmental authorities involving the depositor, the sponsor, the servicer, any subservicer or the trust, or to our knowledge, the owner trustee or the indenture trustee that are material to noteholders.

[Certain Relationships and Related Transactions]

[To the extent not described in the prospectus, describe if so, and how, the sponsor, depositor or issuing entity is an affiliate of any servicer contemplated by Item 1108(a)(3) of Regulation AB, originator contemplated by Item 1110 of Regulation AB, significant obligor contemplated by Item 1112 of Regulation AB or enhancement or support provider contemplated by Items 1114 or 1115 of Regulation AB or any other material parties related to the notes contemplated by Item 1101(d)(1) of Regulation AB.]

[To the extent not described in the prospectus, describe, if applicable: (1) any business relationship, agreement, arrangement, transaction or understanding that is entered into outside the ordinary course of business or is on terms other than would be obtained in an arm's length transaction with an unrelated third party, apart from this asset-backed securities transaction, between the sponsor, us and the issuing entity and any of the parties described in paragraphs (a)(1) through (a)(6) of Item 1119 of Regulation AB, or any affiliates of such parties, that currently exists or that existed during the past two years and that is material to an investor's understanding of the notes; and (2) to the extent material, any specific relationships involving or relating to this asset-backed securities transaction or the assets of the issuing entity, between the sponsor, us or the issuing entity and any of the parties in paragraphs (a)(1) through (a)(6) of Item 1119 of Regulation AB, or any affiliates of such parties, that currently exists or that existed during the past two years.]

Underwriting

Subject to the terms and conditions set forth in an underwriting agreement among us, RFS Holding, Inc. and the underwriters named below, we have agreed to sell to the underwriters, and each of the underwriters has severally agreed to purchase, the principal amount of the notes set forth opposite its name:

Class A Underwriters		Principal Amount of Class A Notes
		$
Total		$

Class B Underwriters		Principal Amount of Class B Notes
		$
Total		$

Class C Underwriters		Principal Amount of Class C Notes
		$
Total		$

In the underwriting agreement, the underwriters of each class of notes have agreed, subject to the terms and conditions set forth in that agreement, to purchase all of the notes in that class offered by this prospectus supplement if any of the notes in that class are sold.

The underwriters of each class of notes have advised us that they propose initially to offer the notes in that class to the public at the prices set forth in this prospectus supplement, and to dealers chosen by the underwriters at the prices set forth in this prospectus supplement less a concession not in excess of the percentages set forth in the following table. The underwriters of each class of notes and those dealers may reallow a concession not in excess of the percentages set forth in the following table.

After the initial public offering of the notes, the public offering prices and the concessions referred to in this paragraph may be changed. Additional offering expenses are estimated to be $[ l ]. The underwriters have agreed to pay certain expenses incurred in connection with the issuance and distribution of the notes.

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Class A Notes

Class B Notes

Class C Notes

Concessions

Reallowances

The underwriters will be compensated as set forth in the following table:

Underwriters’
Discounts
and
Commissions

Amount
per $1,000
of Principal

Total Amount

Class A Notes

Class B Notes

Class C Notes

Total Class A, Class B and Class C Notes

Each underwriter has represented and agreed that:

(a)

it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 (“ FSMA ”) received by it in connection with the issue or sale of any Notes in circumstances in which Section 21(1) of the FSMA does not apply to the issuing entity; and

(b)

it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to any notes in, from or otherwise involving the United Kingdom.

Further, in relation to each member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”) each underwriter has represented and agreed that it has not made and will not make an offer of Notes to the public (i) in the Czech Republic and (ii) in that Relevant Member State other than:

(a)

to any legal entity which is a qualified investor as defined in the Prospectus Directive;

(b)

to fewer than 100 or, if the relevant Member State has implemented the relevant provisions of the 2010 PD Amending Directive, 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive) subject to obtaining the prior consent of the underwriter; or

(c)

in any other circumstances falling within Article 3(2) of the Prospectus Directive;

provided, that no such offer of Notes shall require the issuing entity or an underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive.

For the purposes of the above paragraph, (A) the expression an “offer of Notes to the public” in relation to any Notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe the Notes, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in that Relevant Member State, (B) the expression “Prospectus Directive” means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State, (C) the expression “2010 PD Amending Directive” means Directive 2010/73/EU and (D) the countries comprising the “European Economic Area” are Austria, Belgium, Bulgaria, Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Iceland, Ireland, Italy, Latvia, Liechtenstein, Lithuania, Luxembourg, Malta, Netherlands, Norway, Poland, Portugal, Romania, Slovakia, Slovenia, Spain, Sweden and the United Kingdom.

We and RFS Holding, Inc. will indemnify the underwriters for certain liabilities specified in the underwriting agreement, including liabilities under the Securities Act, or will contribute to payments the underwriters may be required to make in connection with those liabilities as described in the underwriting agreement.

The underwriters may engage in over-allotment transactions, stabilizing transactions, syndicate covering transactions and penalty bids with respect to the notes in accordance with Regulation M under the Exchange Act. Over-allotment transactions involve syndicate sales in excess of the offering size, which creates a syndicate short position. The underwriters do not have an

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“overallotment” option to purchase additional notes in the offering, so syndicate sales in excess of the offering size will result in a naked short position. The underwriters must close out any naked short position through syndicate covering transactions in which the underwriters purchase notes in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the notes in the open market after pricing that would adversely affect investors who purchase in the offering. Stabilizing transactions permit bids to purchase the notes so long as the stabilizing bids do not exceed a specified maximum. Penalty bids permit the underwriters to reclaim a selling concession from a syndicate member when the notes originally sold by that syndicate member are purchased in a syndicate covering transaction. Over-allotment transactions, stabilizing transactions, syndicate covering transactions and penalty bids may have the effect of raising or maintaining the market price of the notes or preventing or retarding a decline in the market price of the notes. As a result, the price of the notes may be higher than the price that might otherwise exist in the open market. Neither we nor the underwriters represent that the underwriters will engage in any of these transactions or that those transactions, once commenced, will not be discontinued without notice at any time.

In the ordinary course of their respective businesses, the underwriters and their respective affiliates have engaged and may in the future engage in investment banking or commercial banking transactions with us and our affiliates.

European Investment Restrictions

None of the sponsor, the originator or us makes any representation or agreement that it is undertaking or will have undertaken to comply with the requirements of Article 122a of the Capital Requirements Directive 2006/48/EC (as amended by Directive 2009/111/EC) (“CRD”) and/or any corresponding regulatory requirements applicable to EU-regulated investors. Noteholders are responsible for analyzing their own regulatory position and are advised to consult with their own advisors regarding the suitability of the notes for investment and compliance with the CRD and any other applicable requirements.

Legal Matters

Certain legal matters relating to the issuance of the Series 20[ l ]-[ l ] notes will be passed upon for us by Mayer Brown LLP as special counsel for us. Certain legal matters relating to the federal tax consequences of the issuance of the Series 20[ l ]-[ l ] notes will be passed upon for us by Mayer Brown LLP. Certain legal matters relating to the issuance of the Series 20[ l ]-[ l ] notes will be passed upon for the underwriters by Bingham McCutchen LLP.

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Glossary of Terms for Prospectus Supplement

“ Average Principal Balance ” means, for any Monthly Period in which a reset date occurs, the sum of:

•

the Aggregate Principal Receivables determined as of the close of business on the last day of the prior Monthly Period, multiplied by a fraction, the numerator of which is the number of days from and including the first day of that Monthly Period, to but excluding the related reset date and the denominator of which is the number of days in that Monthly Period; and

•

for each reset date during that Monthly Period, the product of the Aggregate Principal Receivables determined as of the close of business on that reset date, multiplied by a fraction, the numerator of which is the number of days from and including that reset date, to the earlier of the last day of that Monthly Period (in which case that period will include the last day of the Monthly Period) or the next reset date (in which case that period will exclude that reset date), and the denominator of which is the number of days in that Monthly Period.

“ Base Rate ” means, with respect to any Monthly Period, the annualized percentage equivalent of a fraction:

•

the numerator of which is the sum of (a) the interest due on the Series 20[ l ]-[ l ] notes, (b) the monthly servicing fee payment for your series[, (c) any net swap payments due from the trust] and (d) the amounts payable pursuant to clause (1) under the caption “Description of Series Provisions—Application of Finance Charge Collections”, in each case payable on the following payment date, [minus any net swap receipts received by the trust on the following payment date] and

•

the denominator of which is the collateral amount, plus amounts on deposit in the principal accumulation account, each as of the last day of that Monthly Period.

“ Portfolio Yield ” means, with respect to any Monthly Period, the annualized percentage equivalent of a fraction:

•

the numerator of which is the amount of finance charge collections allocated to your series, including recoveries, net investment earnings and amounts withdrawn from the reserve account treated as finance charge collections, but excluding [net swap receipts and] excess finance charge collections allocated to your series, minus the amount of defaulted principal receivables and uncovered dilution allocated to your series for that Monthly Period; and

•

the denominator of which is the collateral amount plus amounts on deposit in the principal accumulation account, each as of the last day of that Monthly Period.

“Rating Agency Condition” means, with respect to Series [ l ]-[ l ] and any action subject to such condition, 10 days’ prior written notice to such Hired Agency (or, if 10 days’ advance notice is impracticable, as much advance notice as is practicable).

“ Required Retained Transferor Percentage ” means, for Series 20[ l ]-[ l ], [ l ]%.

“Senior Swap Payments” means net swap payments and Senior Termination Payments payable by the issuing entity pursuant to the Class A interest rate swap, the Class B interest rate swap or the Class C interest rate swap, as applicable.

“Senior Termination Payments” means any termination payments payable by the issuing entity arising as a result of the early termination of the Class A interest rate swap, the Class B interest rate swap or the Class C interest rate swap, as applicable, due to (i) a tax event or illegality or (ii) any other event of default or termination event, unless, in the case of this clause (ii), the applicable swap counterparty is the defaulting party or sole affected party.

“Subordinated Termination Payments” means any termination payments other than Senior Termination Payments payable by the issuing entity arising as a result of the early termination of the Class A interest rate swap, the Class B interest rate swap or the Class C interest rate swap, as applicable.

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“ Series Allocation Percentage ” means, for Series 20[ l ]-[ l ] and for each Monthly Period, a fraction,

•

the numerator of which is the numerator used in determining your series’ allocation percentage for purposes of allocating finance charge collections for that Monthly Period, as described under “ Description of Series Provisions—Allocation Percentages ”, and

•

the denominator of which is the sum of the numerators used in determining the allocation percentages used by all outstanding series for purposes of allocating finance charge collections;

provided that, if the allocation percentage for finance charge collections for any series has been reset during that Monthly Period, for the portion of the Monthly Period falling on and after each reset date and prior to any subsequent reset date, the Series Allocation Percentage will be calculated using a denominator which is equal to the sum of the numerators used in determining the allocation percentage for finance charge collections for all outstanding series as of the close of business on the subject reset date.

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Annex I

Other Series of Notes Issued and Outstanding

The principal characteristics of the other outstanding series of notes previously issued by the trust are set forth in the table below. All of the outstanding series of notes are in group one.

1. Series 2007-4

Initial collateral amount	$	541,666,666
Class A principal amount	$	406,250,000
Class B principal amount	$	46,250,000
Class C principal amount	$	32,500,000
Class A interest rate		One-month LIBOR plus 0.05% per year
Class B interest rate		One-month LIBOR plus 0.20% per year
Class C interest rate		One-month LIBOR plus 0.42% per year
Expected principal payment date		June 2012 payment date
Final maturity date		June 2015 payment date
Series issuance date		June 28, 2007

2. Series 2009-1

Initial collateral amount	$	1,374,570,447
Class A principal amount	$	1,000,000,000
Class B principal amount	$	168,384,879
Class C principal amount	$	109,965,636
Class A interest rate		One-month LIBOR plus 2.10% per year
Class B interest rate		8.00% per year
Class C interest rate		9.50% per year
Expected principal payment date		April 2012 payment date
Final maturity date		April 2015 payment date
Series issuance date		May 12, 2009

3. Series 2009-VFN1

Initial collateral amount	$	588,235,295
Expected principal payment date:		October 2013 payment date
Final maturity date:		September 2016 payment date

4. Series 2009-VFN3

Maximum collateral amount	$	470,588,236
Expected principal payment date:		July 2013 payment date
Final maturity date:		July 2016 payment date

5. Series 2009-2

Initial collateral amount	$	2,333,333,334
Class A principal amount	$	1,750,000,000
Class B principal amount	$	280,000,000
Class C principal amount	$	192,500,000
Class A interest rate		3.69% per year
Class B interest rate		7.90% per year
Class C interest rate		9.50% per year
Expected principal payment date		July 2012 payment date
Final maturity date		July 2015 payment date

A-1- 1

Series issuance date

August 13, 2009

6. Series 2009-4

Initial collateral amount	$	633,333,334
Class A principal amount	$	475,000,000
Class B principal amount	$	76,000,000
Class C principal amount	$	52,250,000
Class A interest rate		3.80% per year
Class B interest rate		5.39% per year
Class C interest rate		7.82% per year
Expected principal payment date		November 2014 payment date
Final maturity date		November 2017 payment date
Series issuance date		November 24, 2009

7. Series 2009-VFN4

Initial collateral amount	$	974,212,035
Expected principal payment date:		February 2014 payment date
Final maturity date:		February 2017 payment date

8. Series 2010-1

Initial collateral amount	$	666,666,667
Class A principal amount	$	500,000,000
Class B principal amount	$	80,000,000
Class C principal amount	$	55,000,000
Class A interest rate		3.69% per year
Class B interest rate		4.67% per year
Class C interest rate		5.75% per year
Expected principal payment date		March 2015 payment date
Final maturity date		March 2018 payment date
Series issuance date		March 31, 2010

9. Series 2010-2

Initial collateral amount	$	333,333,334
Class A principal amount	$	250,000,000
Class B principal amount	$	40,000,000
Class C principal amount	$	27,500,000
Class A interest rate		4.47% per year
Class B interest rate		5.40% per year
Class C interest rate		6.47% per year
Expected principal payment date		March 2017 payment date
Final maturity date		March 2020 payment date
Series issuance date		April 7, 2010

10. Series 2010-3

Initial collateral amount	$	1,133,333,334
Class A principal amount	$	850,000,000
Class B principal amount	$	136,000,000
Class A interest rate		2.21% per year
Class B interest rate		3.64% per year
Expected principal payment date		June 2013 payment date

A-1- 2

Final maturity date			June 2016 payment date
Series issuance date			June 24, 2010

11. Series 2010-VFN1

Initial collateral amount	$	470,588,236
Expected principal payment date		July 2013 payment date
Final maturity date		July 2016 payment date

12. Series 2010-VFN2

Initial collateral amount	$	588,235,294
Expected principal payment date		January 2014 payment date
Final maturity date		January 2017 payment date

13. Series 2011-1

Initial collateral amount	$	786,885,246
Class A principal amount	$	600,000,000
Class B principal amount	$	86,557,377
Class C principal amount	$	57,049,180
Class A interest rate		One Month LIBOR plus 0.55% per year
Class B interest rate		One Month LIBOR plus 1.05% per year
Class C interest rate		One Month LIBOR plus 2.10% per year
Expected principal payment date		January 2014 payment date
Final maturity date		January 2017 payment date
Series issuance date		January 27, 2011

14. Series 2011-2

Initial collateral amount	$	852,453,017
Class A principal amount	$	650,000,000
Class B principal amount	$	93,770,492
Class C principal amount	$	61,803,279
Class A interest rate		One Month LIBOR plus 0.48% per year
Class B interest rate		One Month LIBOR plus 1.00% per year
Class C interest rate		One Month LIBOR plus 1.60% per year
Expected principal payment date		May 2016 payment date
Final maturity date		May 2019 payment date
Series issuance date		June 16, 2011

15. Series 2011-VFN1

Maximum collateral amount	$	859,598,854
Expected principal payment date		November 2014 payment date
Final maturity date		November 2017 payment date

16. Series 2011-3

Initial collateral amount	$	983,606,558
Class A principal amount	$	750,000,000
Class B principal amount	$	108,196,721
Class C principal amount	$	71,311,476
Class A interest rate		One Month LIBOR plus 0.23% per year
Class B interest rate		One Month LIBOR plus 0.85% per year
Class C interest rate		One Month LIBOR plus 1.55% per year
Expected principal payment date		September 2013 payment date
Final maturity date		September 2016 payment date

A-1- 3

Series issuance date

September 20, 2011

17. Series 2011-VFN2

Maximum collateral amount	$	859,598,854
Expected principal payment date		October 2014 payment date
Final maturity date		October 2017 payment date

18. Series 2011-VFN3

Initial collateral amount	$	1,146,131,806
Expected principal payment date		January 2015 payment date
Final maturity date		January 2018 payment date

19. Series 2012-1

Initial collateral amount	$	946,372,240
Class A principal amount	$	750,000,000
Class B principal amount	$	94,637,224
Class C principal amount	$	63,880,126
Class A interest rate		1.03% per year
Class B interest rate		1.62% per year
Class C interest rate		2.42% per year
Expected principal payment date		January 2015 payment date
Final maturity date		January 2018 payment date
Series issuance date		January 25, 2012

20. Series 2012-2

Initial collateral amount	$	630,914,827
Class A principal amount	$	500,000,000
Class B principal amount	$	63,091,483
Class C principal amount	$	42,586,750
Class A interest rate		2.22% per year
Class B interest rate		2.76% per year
Class C interest rate		3.65% per year
Expected principal payment date		January 2019 payment date
Final maturity date		January 2022 payment date
Series issuance date		February 2, 2012

21. Series 2012-3

Initial collateral amount	$	524,590,164
Class A principal amount	$	400,000,000
Class B principal amount	$	57,704,918
Class C principal amount	$	38,032,786
Class A interest rate		One Month LIBOR plus 0.45% per year
Class B interest rate		One Month LIBOR plus 1.00% per year
Class C interest rate		One Month LIBOR plus1.90% per year
Expected principal payment date		March 2017 payment date
Final maturity date		March 2020 payment date
Series issuance date		April 18, 2012

A-1- 4

Annex II

Monthly Noteholder’s Statement
GE Capital Credit Card Master Note Trust

Class A [LIBOR +] [___]% Notes

Class B [LIBOR +] [___]% Notes

Class C [LIBOR +] [___]% Notes

Pursuant to the Master Indenture, dated as of September 25, 2003 (as amended and supplemented, the “Indenture”) between GE Capital Credit Card Master Note Trust (the “Issuer”) and Deutsche Bank Trust Company Americas, as indenture trustee (the “Indenture Trustee”), as supplemented by the Series 20[ l ]-[ l ] Indenture Supplement (the “Indenture Supplement”), dated as of [ l ], 20[ l ], between the Issuer and the Indenture Trustee, the Issuer is required to prepare, or cause the Servicer to prepare, certain information each month regarding current distributions to the Series 20[ l ]-[ l ] Noteholders and the performance of the Trust during the previous month. The information required to be prepared with respect to the Payment Date of [ l ], 20[ l ], and with respect to the performance of the Trust during the Monthly Period ended [ l ], 20[ l ] is set forth below. Capitalized terms used herein are defined in the Indenture and the Indenture Supplement. The Discount Percentage (as defined in the Transfer Agreement) remains at 0% for all the Receivables in the Trust until otherwise indicated. The undersigned, an Authorized Officer of the Servicer, does hereby certify as follows:

Record Date:	[ l ], 20[ l ]
Monthly Period Beginning:	[ l ], 20[ l ]
Monthly Period Ending:	[ l ], 20[ l ]
Previous Payment Date:	[ l ], 20[ l ]
Payment Date:	[ l ], 20[ l ]
Interest Period Beginning:	[ l ], 20[ l ]
Interest Period Ending:	[ l ], 20[ l ]
Days in Monthly Period:	[ l ]
Days in Interest Period:	[ l ]
LIBOR Determination Date	[ l ], 20[ l ]
LIBOR Rate	[ l ]
Is there a Reset Date?	[No][Yes]

Trust Receivables Information

Number of Accounts Beginning

Number of Accounts Ending

Average Account Balance (q/b)

BOP Principal Receivables

BOP Finance Charge Receivables

BOP Total Receivables

Increase in Principal Receivables from Additional Accounts

Increase in Principal Activity on Existing Securitized Accounts

Increase in Finance Charge Receivables from Additional Accounts

Increase in Finance Charge Activity on Existing Securitized Accounts

Increase in Total Receivables

Decrease in Principal Receivables due to Account Removal

Decrease in Principal Activity on Existing Securitized Accounts

Decrease in Finance Charge Receivables due to Account Removal

Decrease in Finance Charge Activity on Existing Securitized Accounts

Decrease in Total Receivables

EOP Aggregate Principal Receivables

A-2- 1

EOP Finance Charge Receivables

EOP Total Receivables

Excess Funding Account Balance

Required Principal Balance

Minimum Free Equity Amount (EOP Aggregate Principal Receivables * [ ]%)

Free Equity Amount (EOP Principal Receivables - EOP Collateral Amount (II.c.ii+II.a.ii+II.b.iii))

II. Investor Information (Sum of all Series, excluding new issuances and additional draws subsequent to end of the Monthly Period)

Note Principal Balance

Beginning of Interest Period

ii.

Increase in Note Principal Balance due to New Issuance

iii.

Decrease in Note Principal Balance due to Principal Paid and Notes Retired

iv.

As of Payment Date

Excess Collateral Amount

Beginning of Interest Period

ii.

Increase in Excess Collateral Amount in connection with the Supplemental Indenture

iii.

Increase in Excess Collateral Amount due to New Issuance

iv.

Reductions in Required Excess Collateral Amount

Increase in Unreimbursed Investor Charge-Off

vi.

Decrease in Unreimbursed Investor Charge-Off

vii.

Increase in Unreimbursed Reallocated Principal Collections

viii.

Decrease in Unreimbursed Reallocated Principal Collections

ix.

As of Payment Date

Collateral Amount

End of Prior Monthly Period

ii.

Beginning of Interest Period

iii.

As of Payment Date

III.

Trust Performance Data (Monthly Period)

Gross Trust Yield (Finance Charge Collections + Recoveries/BOP Principal Receivables)

Current

ii.

Prior Monthly Period

iii.

Two Months Prior Monthly Period

iv.

Three-Month Average

Payment Rate (Principal Collections/BOP Principal Receivables)

Current

ii.

Prior Monthly Period

iii.

Two Months Prior Monthly Period

iv.

Three-Month Average

Gross Charge-Off Rate excluding Fraud (Default Amount for Defaulted Accounts – Fraud Amount/BOP Principal Receivables)

Current

ii.

Prior Monthly Period

iii.

Two Months Prior Monthly Period

iv.

Three-Month Average

Charge-Off Rate (Default Amount for Defaulted Accounts/BOP Principal Receivables)

A-2- 2

	e.	Net Charge-Off Rate excluding Fraud (Default Amount for Defaulted Accounts – Recoveries – Fraud Amount / BOP Principal Receivables)

Current

ii.

Prior Monthly Period

iii.

Two Months Prior Monthly Period

iv.

Three-Month Average

Net Charge-Off Rate (Default Amount for Defaulted Accounts – Recoveries / BOP Principal Receivables)

Default Amount for Defaulted Accounts

Recovery Amount

Collections

Total Trust Finance Charge Collections

ii.

Total Trust Principal Collections

iii.

Total Trust Collections

Delinquency Data

Percentage

Amount

1-29 Days Delinquent

ii.

30-59 Days Delinquent

iii.

60-89 Days Delinquent

iv.

90-119 Days Delinquent

120-149 Days Delinquent

vi.

150-179 Days Delinquent

vii.

180 or Greater Days Delinquent

IV.

Series Performance Data

Portfolio Yield (Finance Charge Collections + Recoveries - Aggregate Investor Default Amount + PAA Inv Proceeds/BOP Collateral)

Current

ii.

Prior Monthly Period

iii.

Two Months Prior Monthly Period

iv.

Three-Month Average

Base Rate (Noteholder Servicing Fee + Admin Fee + Monthly Interest + Swap Payments - Swap Receipts/BOP Collateral)

Current

ii.

Prior Monthly Period

iii.

Two Months Prior Monthly Period

iv.

Three-Month Average

Excess Spread Percentage (Portfolio Yield - Base Rate)

Current

ii.

Prior Monthly Period

iii.

Two Months Prior Monthly Period

iv.

Quarterly Excess Spread Percentage

Investor Information Regarding Distributions to Noteholders

The total amount of the distribution to Class A Noteholders per $1000 Note Initial Principal Balance.

A-2- 3

The amount of the distribution set forth in paragraph a. above in respect of interest on the Class A Notes, per $1000 Note Initial Principal Balance.

The amount of the distribution set forth in paragraph a. above in respect of principal on the Class A Notes, per $1000 Note Initial Principal Balance.

The total amount of the distribution to Class B Noteholders per $1000 Note Initial Principal Balance.

The amount of the distribution set forth in paragraph d. above in respect of interest on the Class B Notes, per $1000 Note Initial Principal Balance.

The amount of the distribution set forth in paragraph d. above in respect of principal on the Class B Notes, per $1000 Note Initial Principal Balance.

The total amount of the distribution to Class C Noteholders per $1000 Note Initial Principal Balance.

The amount of the distribution set forth in paragraph g. above in respect of interest on the Class C Notes, per $1000 Note Initial Principal Balance.

The amount of the distribution set forth in paragraph g. above in respect of principal on the Class C Notes, per $1000 Note Initial Principal Balance.

VI.

Investor Information

Class A Note Initial Principal Balance

Class B Note Initial Principal Balance

Class C Note Initial Principal Balance

Initial Excess Collateral Amount

	e.	Initial Collateral Amount

Class A Note Principal Balance

Beginning of Interest Period

ii.

Principal Payment

iii.

As of Payment Date

Class B Note Principal Balance

Beginning of Interest Period

ii.

Principal Payment

iii.

As of Payment Date

Class C Note Principal Balance

Beginning of Interest Period

ii.

Principal Payment

iii.

As of Payment Date

Excess Collateral Amount

Beginning of Interest Period

ii.

Reduction in Excess Collateral Amount

iii.

As of Payment Date

Collateral Amount

Beginning of Interest Period

ii.

Increase/Decrease in Unreimbursed Investor Charge-Offs

iii.

Increase/Decrease in Reallocated Principal Collections

iv.

Reduction in Excess Collateral Amount

A-2- 4

Principal Accumulation Account Deposit

vi.

As of Payment Date

vii.

Collateral Amount as a Percentage of Note Trust Principal Balance

viii.

Amount by which Note Principal Balance exceeds Collateral Amount

Required Excess Collateral Amount

VII. Investor Charge-Offs and Reallocated Principal Collections (Section references relate to Indenture Supplement)

Beginning Unreimbursed Investor Charge-Offs

Current Unreimbursed Investor Defaults

Current Unreimbursed Investor Uncovered Dilution Amount

Current Reimbursement of Investor Charge-Offs pursuant to Section 4.4(a)(vii)

Ending Unreimbursed Investor Charge-Offs

Beginning Unreimbursed Reallocated Principal Collections

Current Reallocated Principal Collections pursuant to Section 4.7

Current Reimbursement of Reallocated Principal Collections pursuant to Section 4.4(a)(vii)

Ending Unreimbursed Reallocated Principal Collections

VIII.

Investor Percentages—BOP Balance and Series Account Information

Allocation Percentage Numerator—for Finance Charge Collections and Default Amounts

Allocation Percentage Numerator—for Principal Collections

Allocation Percentage Denominator

Aggregate Principal Receivables Balance as of Prior Monthly Period

ii.

Number of Days at Balance

iii.

Average Principal Balance

Sum of Allocation Percentage Numerators for all outstanding Series with respect to Finance Charge Collections and Default Amounts

Sum of Allocation Percentage Numerators for all outstanding Series with respect to Principal Collections

Allocation Percentage, Finance Charge Collections and Default Amount (a. / greater of c.iii. or d.)

Allocation Percentage, Principal Collections (b. / greater of c.iii. or e.)

Series Allocation Percentage

IX.

Collections and Allocations

Trust

Series

Finance Charge Collections

Recoveries

Principal Collections

Default Amount

Dilution

Investor Uncovered Dilution Amount

Dilution including Fraud Amount

Available Finance Charge Collections

Investor Finance Charge Collections

ii.

Excess Finance Charge Collections allocable to Series 20[ l ]-[ l ]

iii.

Principal Accumulation Account Investment Proceeds

iv.

Investment earnings in the Reserve Account

Reserve Account Draw Amount

vi.

Net Swap Receipts

vii.

Recoveries

Available Finance Charge Collections

Total Collections (c.Series + i.)

A-2- 5

Total Finance Charge Collections deposited in the Collection Account (net of any amounts distributed to Transferor and owed to Servicer)

Application of Available Funds pursuant to Section 4.4(a) of the Indenture Supplement

Available Finance Charge Collections

On a pari passu basis:

Payment to the Indenture Trustee, to a maximum of $25,000

Payment to the Trustee, to a maximum of $25,000

Payment to the Administrator, to a maximum of $25,000

ii.

To the Servicer:

Noteholder Servicing Fee

Noteholder Servicing Fee previously due but not paid

Total Noteholder Servicing Fee

iii.

On a pari passu basis:

Class A Monthly Interest

Class A Deficiency Amount

Class A Additional Interest

Class A Additional Interest not paid on prior Payment Date

Class A Senior Swap Payments

Class A Senior Swap Payments not paid on a prior Payment Date

iv.

On a pari passu basis:

Class B Monthly Interest

Class B Deficiency Amount

Class B Additional Interest

Class B Additional Interest not paid on prior Payment Date

Class B Senior Swap Payments

Class B Senior Swap Payments not paid on a prior Payment Date

On a pari passu basis:

Class C Monthly Interest

Class C Deficiency Amount

Class C Additional Interest

Class C Additional Interest not paid on prior Payment Date

A-2- 6

Class C Senior Swap Payments

Class C Senior Swap Payments not paid on a prior Payment Date

vi.

To be treated as Available Principal Collections

Aggregate Investor Default Amount

Aggregate Investor Uncovered Dilution Amount

vii.

To be treated as Available Principal Collections, to the extent not previously reimbursed

Investor Charge-Offs

Reallocated Principal Collections

viii.

Excess of Required Reserve Account Amount Over Available Reserve Account Amount

ix.

Amounts required to be deposited to the Spread Account

To be treated as Available Principal Collections: Series Allocation Percentage of Minimum Free Equity Shortfall

xi.

On a pari passu basis:

Partial or early termination or other additional amount owed to Class A Swap Counterparty

Partial or early termination or other additional amount owed to Class B Swap Counterparty

Partial or early termination or other additional amount owed to Class C Swap Counterparty

xii.

Unless an Early Amortization Event has occurred, amounts that have not been paid pursuant to (a)(i) above

xiii.

The balance, if any, will constitute a portion of Excess Finance Charge Collections for such Payment Date and first will be available for allocation to other Series in Group One and, then :

Unless an Early Amortization Event has occurred, to the Transferor; and

If an Early Amortization Event has occurred, first, to pay Monthly Principal in accordance with Section 4.4(c) of the Indenture to the extent not paid in full from Available Principal Collections (calculated without regard to amounts available to be treated as Available Principal Collections pursuant to this clause), second, to pay on a pari passu basis any amounts owed to such Persons listed in clause (a)(i) above that have been allocated to Series 20[ l ]- [ l ] in accordance with Section 8.4(d) of the Indenture and that have not been paid pursuant to clauses (a)(i) and (a)(xi) above, and, third, any amounts remaining after payment in full of the Monthly Principal and amounts owed to such Persons listed in clause (a)(i) above shall be paid to the Issuer.

XI.

Excess Finance Charge Collections (Group One)

Total Excess Finance Charge Collections in Group One

Finance Charge Shortfall for Series 20[ l ]-[ l ]

Finance Charge Shortfall for all Series in Group One

A-2- 7

Excess Finance Charges Collections Allocated to Series 20[ l ]-[ l ]

XII.

Available Principal Collections and Distributions (Section references relate to Indenture Supplement)

Investor Principal Collections

Less: Reallocated Principal Collections for the Monthly Period pursuant to Section 4.7

Plus: Shared Principal Collections allocated to this Series

Plus: Aggregate amount to be treated as Available Principal Collections pursuant to Section 4.4(a)(vi)

Plus: Aggregate amount to be treated as Available Principal Collections pursuant to Section 4.4(a)(vii)

Plus: During an Early Amortization Period, the amount of Available Finance Charge Collections used to pay principal on the Notes pursuant to Section 4.4(a)(xii)

Available Principal Collections (Deposited to Principal Account)

During the Revolving Period, Available Principal Collections treated as Shared Principal Collections pursuant to Section 4.4.(b)

ii.

During the Controlled Accumulation Period, Available Principal Collections deposited to the Principal Accumulation Account pursuant to Section 4.4(c)(i),(ii)

iii.

During the Early Amortization Period, Available Principal Collections deposited to the Distribution Account pursuant to Section 4.4(c)

iv.

Series Shared Principal Collections available to Group One pursuant to Section 4.4(c)(iii)

Principal Distributions pursuant to Section 4.4(e) in order of priority

Principal paid to Class A Noteholders

Principal paid to Class B Noteholders

	c.	Principal paid to Class C Noteholders

vi.

Total Principal Collections Available to Share (Inclusive of Series 20[ l ]-[ l ])

vii.

Series Principal Shortfall

viii.

Shared Principal Collections allocated to this Series from other Series

XIII.

Series 20[ l ]-[ l ] Accumulation

Controlled Accumulation Period Length in months (scheduled)

Controlled Accumulation Amount

Controlled Deposit Amount

Accumulation Shortfall

Principal Accumulation Account Balance

Beginning of Interest Period

ii.

Controlled Deposit Amount

iii.

Withdrawal for Principal Payment

iv.

As of Payment Date

A-2- 8

XIV.

Reserve Account Funding (Section references relate to Indenture Supplement)

Reserve Account Funding Date (scheduled)

Required Reserve Account Amount (.50% of Note Principal Balance beginning on Reserve Account Funding Date)

Beginning Available Reserve Account Amount

Reserve Draw Amount

Deposit pursuant to 4.4(a)(viii) the excess of b. over c.

Withdrawal for Reserve Account Surplus paid to Transferor pursuant to Section 4.10(d)

Withdrawal for Reserve Account Surplus paid to Transferor pursuant to Section 4.10(e)

Ending Available Reserve Account Amount

XV.

Spread Account Funding (Section references relate to Indenture Supplement)

Spread Account Percentage

Required Spread Account Amount

Beginning Available Spread Account Amount

Withdrawal pursuant to 4.11(a)—Section 4.4(a)(v) Shortfall

Withdrawal pursuant to 4.11(b)—Class C Expected Principal Payment Date

Withdrawal pursuant to 4.11(c)—Early Amortization Event

Withdrawal pursuant to 4.11(d)—Event of Default

Deposit pursuant to 4.4(a)(ix)—Spread Account Deficiency

Withdrawal pursuant to 4.11(f)—Spread Account Surplus Amount

Ending Available Spread Account Amount

XVI.

Series Early Amortization Events

The Free Equity Amount is less than the Minimum Free Equity Amount

Free Equity:

Free Equity Amount

ii.

Minimum Free Equity Amount

iii.

Excess Free Equity Amount

The Note Trust Principal Balance is less than the Required Principal Balance

Note Trust Principal Balance:

Note Trust Principal Balance

ii.

Required Principal Balance

iii.

Excess Principal Balance

The three-month Average Portfolio Yield is less than three-month average Base Rate

Portfolio Yield:

Three month Average Portfolio Yield

A-2- 9

ii.

Three month Average Base Rate

iii.

Three Month Average Excess Spread

The Note Principal Balance is outstanding beyond the Expected Principal Payment Date

Expected Principal Payment Date

	ii.	Current Payment Date

Are there any material modifications, extensions or waivers to pool asset terms, fees, penalties or payments?

Are there any material breaches or pool of assets representations and warranties or covenants?

Are there any material changes in criteria used to originate, acquire, or select new pool assets?

Has an early amortization event occurred?

IN WITNESS WHEREOF, the undersigned has duly executed this Monthly Noteholder’s Statement as of the [ l ] day of [ l ] 20[ l ].

	GENERAL ELECTRIC CAPITAL CORPORATION, as Servicer

	By:
	Name:
	Title:

A-2- 10

GE Capital Credit Card Master Note Trust
Issuing Entity

RFS Holding, L.L.C.
Depositor

GE Capital Retail Bank
Sponsor

Series 20[ l ]-[ l ] Asset Backed Notes

Prospectus Supplement

Underwriters of the Class A notes

Underwriters of the Class B notes

Underwriters of the Class C notes

You should rely only on the information contained or incorporated by reference in this prospectus supplement and the accompanying prospectus. We have not authorized anyone to provide you with different information.

We are not offering the notes in any state where the offer is not permitted.

We do not claim the accuracy of the information in this prospectus supplement and the accompanying prospectus as of any date other than the dates stated on their respective covers.

Dealers will deliver a prospectus supplement and prospectus when acting as underwriters of the notes and with respect to their unsold allotments or subscriptions. In addition, until the date which is 90 days after the date of this prospectus supplement, all dealers selling the notes will deliver a prospectus supplement and prospectus. Such delivery obligation may be satisfied by filing the prospectus supplement and prospectus with the Securities and Exchange Commission.

Prospectus

GE Capital Credit Card Master Note Trust
Issuing Entity

RFS Holding, L.L.C.		GE Capital Retail Bank
Depositor		Sponsor

	Asset Backed Notes

The Issuing Entity—

•

may periodically issue asset backed notes in one or more series with one or more classes; and

•

will own—

•

receivables generated from or derived from a portfolio of private label and co-branded revolving credit card accounts owned by GE Capital Retail Bank;

•

payments due on those receivables; and

•

other property described in this prospectus and in the accompanying prospectus supplement.

The Notes—

•

will be secured by, and paid only from, the assets of the issuing entity;

•

may have one or more forms of credit enhancement; and

•

will be issued as part of a designated series which may include one or more classes of notes.

You should consider carefully the risk factors beginning on page 1 in this prospectus.

A note is not a deposit and neither the notes nor the underlying accounts or receivables are insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency.

The notes are obligations of GE Capital Credit Card Master Note Trust only and are not obligations of RFS Holding, L.L.C., GE Capital Retail Bank, General Electric Capital Corporation or any other person.

This prospectus may be used to offer and sell notes of a series only if accompanied by the prospectus supplement for that series.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these notes or determined that this prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

May 16, 2012

TABLE OF CONTENTS

	Page

Risk Factors	1
The Sponsor	10
GE Capital Retail Bank	10
GE Capital	11
Credit Card Activities	11
Program Agreements	12
Account Origination	12
Underwriting Process	13
Marketing Programs	14
Sponsor’s Securitization Experience	14
Bank’s Ability to Change Account Terms and Procedures	15
Assignment of Bank’s Obligations; Additional Sponsors and Sellers	15
The Depositor	16
RFS Holding, L.L.C.	16
Assignment of Depositor’s Interests	16
The Trust	17
GE Capital Credit Card Master Note Trust	17
Restrictions on Activities	17
Administrator	19
Capitalization of Trust; Minimum Free Equity Amount	20
Transfer and Assignment of Receivables	21
Perfection and Priority of Security Interests	22
Conservatorship and Receivership; Bankruptcy	23
FDIC’s Orderly Liquidation Authority under the Dodd-Frank Act	25
Annual Compliance Statement	26
The Servicers	26
GE Capital	27
Servicing Procedures	27
Data Processing	28
Collection Account and other Trust Accounts	28
Collections; Commingling	28
Delinquency and Collections Procedures	29
Defaulted Receivables; Dilution; Investor Charge-Offs	29
Servicer’s Representations, Warranties and Covenants	30
Limitations on Servicer’s Liability	31
Servicer Default; Successor Servicer	31
Resignation of Servicer	33
Merger or Consolidation of Servicer	33
Servicing Compensation and Payment of Expenses	33
Evidence as to Servicer’s Compliance	34
The Indenture Trustee	34
Deutsche Bank Trust Company Americas	34
Duties and Responsibilities of Indenture Trustee	34
Limitations on Trustee’s Liability	35

Compensation and Indemnification of Indenture Trustee	35
Appointment of Co-Trustees and Separate Trustees	35
Resignation or Removal of Indenture Trustee	36
The Owner Trustee	36
BNY Mellon Trust of Delaware	36
Duties and Responsibilities of Owner Trustee	36
Limitations on Owner Trustee’s Liability	37
Compensation and Indemnification of Owner Trustee	38
Resignation or Removal of Owner Trustee; Eligibility	38
The Trust Portfolio	38
Account Terms	40
Consumer Protection Laws	40
Representations and Warranties of the Depositor	41
Representations and Warranties of the Sellers	44
Addition of Trust Assets	46
Removal of Accounts	47
Funding Period	48
Notice of Changes in Trust Portfolio	49
Description of the Notes	49
General	49
New Issuances of Notes	50
Collateral Amount; Allocation of Collections	51
Book-Entry Registration	52
Definitive Notes	54
Interest Payments	54
Principal Payments	55
Length of Controlled Accumulation Period	56
Early Amortization Events	56
Events of Default; Rights upon Event of Default	56
Shared Excess Finance Charge Collections	59
Shared Principal Collections	59
Discount Option	59
Voting Rights; Amendments	60
Fees and Expenses Payable From Collections	63
Final Payment of Principal	64
Satisfaction and Discharge of Indenture	64
Credit Enhancement	64
General	64
Subordination	65
Letter of Credit	66
Cash Collateral Guaranty, Cash Collateral Account or Excess Collateral	66
Derivative Agreements	66
Spread Account	67
Reserve Account	67
Certain Relationships and Related Transactions	67

	Page

Ownership of Transaction Parties Included in the GE Affiliated Group	68
Federal Income Tax Consequences	68
Tax Characterization of the Trust	69
Tax Consequences to Holder of the Notes	69
Trust Tax Consequences	71
ERISA Considerations	72
Plan of Distribution	73
Reports to Noteholders	73
Where You Can Find More Information	74
Forward-Looking Statements	75
Glossary of Terms for Prospectus	76

ANNEX I - GLOBA L CLEARANCE, SETTLEMENT AND TAX DOCUMENTATION PROCEDURES	A-1-1

Important Notice About Information Presented In This
Prospectus And The Accompanying Prospectus Supplement

We (RFS Holding, L.L.C.) provide information to you about the notes in two separate documents: (a) this prospectus, which provides general information, some of which may not apply to your series of notes, and (b) the accompanying prospectus supplement, which describes the specific terms of your series of notes, including:

•

the terms, including interest rates, for each class;

•

the timing of interest and principal payments;

•

information about credit enhancement, if any, for each class;

•

the method for selling the notes; and

•

information about the receivables.

You should rely only on the information provided in this prospectus and the accompanying prospectus supplement, including the information incorporated by reference. We have not authorized anyone to provide you with different information. We are not offering the notes in any state where the offer is not permitted.

We include cross references in this prospectus and the accompanying prospectus supplement to captions in these materials where you can find further related discussions. The preceding Table of Contents and the Table of Contents in the accompanying prospectus supplement provide the pages on which these captions are located.

This prospectus uses defined terms. You can find a glossary of these terms under the caption “ Glossary of Terms for Prospectus ” beginning on page 74 in this prospectus.

iii

Risk Factors

The following is a summary of the principal risk factors that apply to an investment in the notes. You should consider the following risk factors and any risk factors in the accompanying prospectus supplement before deciding whether to purchase the notes.

Some liens may be given priority over your notes, which could cause delayed or reduced payments.

We, GE Capital Retail Bank and each other seller under the receivables sale agreement account for our respective transfers of the receivables as sales. Even so, a court could conclude that we, or any seller own the receivables and that the trust holds only a security interest in the receivables. Even if a court would reach that conclusion, however, steps will be taken to give the indenture trustee a first-priority perfected security interest in the receivables. Nevertheless, a federal or state tax, governmental or other nonconsensual lien on our property or the property of any seller arising prior to the time a receivable is transferred to the trust may have priority over the trust’s interest in that receivable. Regardless of whether the transfers of the receivables are sales or secured borrowings, if any such liens exist, the claims of the creditors holding such liens would be superior to our rights or the rights of the trust, thereby possibly delaying or reducing payments on the notes. Furthermore, if the FDIC were appointed as GE Capital Retail Bank’s receiver or conservator, administrative expenses of the receiver or conservator may have priority over the trust’s interest in the receivables. See “ The Trust—Perfection and Priority of Security Interests ” in this prospectus.

So long as the conditions discussed in “ The Servicers—Collections; Commingling ” in this prospectus continue to be satisfied, the servicer, on behalf of the trust, will be permitted to make deposits of collections on a monthly basis. Cash collections held by the servicer, on behalf of the trust, therefore will be commingled and used for the benefit of the servicer prior to each payment date, and the trust may not have a first priority perfected security interest in those collections during the commingling period. In addition, if a receiver or conservator were appointed for GE Capital Retail Bank, the indenture trustee may not be able to obtain, or may experience delays in obtaining, control of collections that are in possession of GE Capital Retail Bank at the time of such appointment. If any such event occurs, the amount payable to you could be lower than the outstanding principal and accrued interest on the notes, thus resulting in losses to you.

Regulatory action could cause delays or reductions in payment of your notes.

If GE Capital Retail Bank were to become insolvent, or if GE Capital Retail Bank were to violate laws or regulations applicable to it, the FDIC could act as conservator or receiver for GE Capital Retail Bank. In that role, the FDIC would have broad powers to repudiate contracts to which GE Capital Retail Bank was party if the FDIC determined that the contracts were burdensome and that repudiation would promote the orderly administration of GE Capital Retail Bank’s affairs. Among the contracts that might be repudiated is the receivables sale agreement under which GE Capital Retail Bank transfers receivables to us.

Also, we could not exercise any right or power to terminate, accelerate, or declare a default under the receivables sale agreement, or otherwise affect GE Capital Retail Bank’s rights under the receivables sale agreement without the FDIC’s consent, for 90 days after the receiver is appointed or 45 days after the conservator is appointed, as applicable. During the same period, the FDIC’s consent would also be needed for any attempt to obtain possession of or exercise control over any property of GE Capital Retail Bank. The requirement to obtain the FDIC’s consent before taking these actions relating to a bank’s contracts or property is sometimes referred to as an “automatic stay.”

The FDIC’s repudiation power would enable the FDIC to repudiate any ongoing repurchase or indemnity obligations of GE Capital Retail Bank under the transaction documents. However, because we have structured, and will structure, the transfers of receivables under the receivables sale agreement between GE Capital Retail Bank, PLT Holding L.L.C. (“PLT Holding”), RFS Holding, Inc. and us, as well as the transfer of receivables under the receivables purchase agreement between GE Capital Retail Bank and PLT Holding with the intent that such transfers, would be characterized as legal true sales, the FDIC should not be able to recover the transferred receivables using its repudiation power.

Nevertheless, if the transfers of receivables by GE Capital Retail Bank to PLT Holding or us were not respected as legal true sales, then we or PLT Holding, as applicable would be treated as having made a loan to GE Capital Retail Bank, secured by the transferred receivables. The FDIC ordinarily has the power to repudiate a secured loan and then recover the collateral after paying damages in an amount equal to the lender’s “actual direct compensatory damages” determined as of the date of the FDIC’s appointment as conservator or receiver. There is no statutory definition of “actual direct compensatory damages,” but the term does not include damages for lost profits or opportunity.

The staff of the FDIC takes the position that upon repudiation these damages would not include interest accrued to the date of actual repudiation, so the issuing entity would receive interest only through the date of the appointment of the FDIC as conservator or receiver. Since the FDIC may delay repudiation for up to 180 days following that appointment, the issuing entity may not have a claim for interest accrued during this 180 day period. In addition, in one case involving the repudiation by the Resolution Trust Corporation, formerly a sister agency of the FDIC, of certain secured zero-coupon bonds issued by a savings association, a United States federal district court held that “actual direct compensatory damages” in the case of a marketable security meant the market value of the repudiated bonds as of the date of repudiation. If that court’s view were applied to determine the “actual direct compensatory damages” in the circumstances described above, the amount of damages could, depending upon circumstances existing on the date of the repudiation, be less than the principal amount of the related securities and the interest accrued thereon to the date of payment.

The FDIC has adopted a “safe harbor” rule that enables investors in asset backed securities to avoid the risk of indirect recovery of receivables described above if the conditions of the safe harbor are satisfied. Under the rule, the FDIC has stated that, if certain conditions are met, it will not use its repudiation power to reclaim, recover or recharacterize as property of an FDIC-insured bank any financial assets transferred by that bank in connection with a securitization transaction. GE Capital Retail Bank cannot guarantee that any issuance of notes will have the benefit of the safe harbor rule and no legal opinion will be delivered in connection with the issuance of the notes as to the applicability of the safe harbor to the transfers of the receivables to us.

Regardless of whether the transfers under the receivables sale agreement between GE Capital Retail Bank, PLT Holding and us are respected as legal true sales, as conservator or receiver for GE Capital Retail Bank, the FDIC could:

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require the issuing entity or any of the other transaction parties to go through an administrative claims procedure to establish its rights to payments collected on the receivables; or

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request a stay of proceedings to liquidate claims or otherwise enforce contractual and legal remedies against GE Capital Retail Bank.

There are also statutory prohibitions on (1) any attachment or execution being issued by any court upon assets in the possession of the FDIC, as conservator or receiver, and (2) any property in the possession of the FDIC, as conservator or receiver, being subject to levy, attachment, garnishment, foreclosure or sale without the consent of the FDIC.

If the FDIC were to successfully take any of these actions, delays in payments on the notes could occur and the amount payable to you could be lower than the outstanding principal and accrued interest on the notes, thus resulting in losses to you.

If a conservator or receiver were appointed for GE Capital Retail Bank, an early payment of principal on all outstanding series could result. Under the terms of the agreement that governs the transfer of the receivables from us to the trust, new principal receivables would not be transferred to the trust.

As described below under “ —If we, any seller other than the bank or the issuing entity became a debtor in a bankruptcy case or became subject to the Orderly Liquidation Authority of the FDIC, delays or reductions in payments of your notes could occur ” and “ —Financial regulatory reform legislation could have a significant impact on us, the sellers, the issuing entity, General Electric Capital Corporation or GE Capital Retail Bank ” and under “ The Trust—FDIC’s Orderly Liquidation Authority under the Dodd-Frank Act ,” the Dodd-Frank Wall Street Reform and Consumer Protection Act gives the FDIC authority to act as receiver of bank holding companies, financial companies and their respective subsidiaries in specific situations under the Orderly Liquidation Authority and there is no assurance that the FDIC’s authority would not extend to General Electric Capital Corporation and its subsidiaries, including us, each seller of receivables that is subsidiary of General Electric Capital Corporation and the issuing entity.

The operations and financial condition of GE Capital Retail Bank, as a federal savings bank, are subject to extensive regulation and supervision under federal law. The Office of the Comptroller of the Currency, which is the primary federal agency empowered to regulate and supervise federal savings banks, has broad enforcement powers over GE Capital Retail Bank. If, at any time, the Office of the Comptroller of the Currency were to conclude that any securitization agreement of GE Capital Retail Bank, or the performance of any obligation under such an agreement, or any activity of GE Capital Retail Bank that is related to the operation of its credit card business or its obligations under the related securitization agreements, constitutes an unsafe or unsound banking practice, or violates any law, rule or regulation applicable to GE Capital Retail Bank, the Office of the Comptroller of the Currency has the power to take action the Office of the Comptroller of the

Currency determines to be appropriate, including taking actions that may violate the provisions of the securitization agreement or may cause delays or reductions in payment of your notes.

If we, any seller other than the bank or the issuing entity became a debtor in a bankruptcy case or became subject to the Orderly Liquidation Authority of the FDIC, delays or reductions in payment of your notes could occur.

We and the issuing entity are bankruptcy remote subsidiaries of General Electric Capital Corporation, and our limited liability company agreement and the trust agreement of the issuing entity limit the natures of our respective businesses. If, however, we became a debtor in a bankruptcy case, a court could conclude that we effectively still own the transferred receivables. This could happen if a court presiding over our bankruptcy were to conclude either that the transfers of the receivables by us to the trust were not “true sales” or that we and the trust should be treated as the same person for bankruptcy purposes. In addition, if any seller under the receivables sale agreement that is eligible to be a debtor in a bankruptcy case have to become a debtor in a bankruptcy case, a court could conclude that such transfers were not “true sales” of such receivables and that as a result such seller still owned such transferred receivables. If any of the bankruptcy-related events described in this paragraph were to occur, then you could experience delays or reductions in payments as a result of:

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the automatic stay which prevents secured creditors from exercising remedies against a debtor in bankruptcy without permission from the court and provisions of the bankruptcy code that permit substitution of collateral;

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tax or government liens on our property or the property of any seller that arose prior to the transfer of a receivable to the trust having a right to be paid from collections before the collections are used to make payments on the notes; or

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the fact that the trust might not have a perfected security interest in any cash collections on the receivables held by the servicer at the time that a bankruptcy proceeding begins. See “ The Servicers—Collections; Commingling ” in this prospectus for a description of the conditions under which the servicer is allowed to commingle collections with its funds.

As discussed in more detail under “ The Trust—FDIC’s Orderly Liquidation Authority under the Dodd-Frank Act, ” if the FDIC were appointed receiver of General Electric Capital Corporation as a covered financial company or receiver of us, any seller other than the bank under the receivables sale agreement or the issuing entity as covered subsidiaries of General Electric Capital Corporation under the Orderly Liquidation Authority, the FDIC would have various powers, including the power to repudiate any contract to which General Electric Capital Corporation, we, such seller or the issuing entity, as applicable, was a party, if the FDIC determined that performance of the contract was burdensome and that repudiation would promote the orderly administration of that entity’s affairs. In addition, if we were to become subject to the Orderly Liquidation Authority as a covered subsidiary, the FDIC as receiver could assert that we still effectively own the transferred receivables and that the issuing entity should be treated as having made a loan to us secured by the transferred receivables. In addition, if any seller (other than the bank) were to become subject to the Orderly Liquidation Authority as a covered subsidiary, the FDIC could assert that the transfers of receivables by such seller to us were not “true sales” of such receivables and that as a result such seller still effectively owns such transferred receivables and that we should be treated as having made a loan to such seller secured by such transferred receivables. In such case, the FDIC could repudiate the loan to us or such seller, as applicable, and pay us damages as described under “ The Trust—FDIC’s Orderly Liquidation Authority under the Dodd-Frank Act. ”

If the issuing entity itself were to become subject to the Orderly Liquidation Authority of the FDIC as a covered subsidiary of General Electric Capital Corporation, the FDIC may repudiate the debt of the issuing entity. In such an event, the related series of noteholders would have a secured claim in the receivership of the issuing entity but delays in payments on such series of notes and possible reductions in the amount of those payments could occur.

Among other things, if the FDIC were appointed as receiver for us, any seller or the issuing entity, the FDIC could also:

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require the issuing entity or any of the other transaction parties to go through an administrative claims procedure to establish its rights to payments collected on the receivables; or

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request a stay of proceedings to liquidate claims or otherwise enforce contractual and legal remedies against us, such seller or the issuing entity.

There are also statutory prohibitions on (1) any attachment or execution being issued by any court upon assets in the possession of the FDIC, as receiver, (2) any property in the possession of the FDIC, as receiver, being subject to levy, attachment, garnishment, foreclosure or sale without the consent of the FDIC and (3) any person exercising any right or power to terminate, accelerate or declare a default under any contract to which we or the issuing entity as a covered subsidiary of General Electric Capital Corporation, is a party, or to obtain possession of or exercise control over any property of a party subject to the Orderly Liquidation Authority, or affect any contractual rights of any party subject to the Orderly Liquidation Authority, without the consent of the FDIC for 90 days after appointment of the FDIC as receiver.

If the FDIC, as receiver for us, PLT Holding or the issuing entity, were to take any of the actions described above, payments or distributions of principal and interest on your notes could be delayed or reduced.

Commingling of payments could cause delays or reductions in payment of your notes.

So long as GE Capital continues to act as servicer and retain credit ratings that satisfy certain ratings requirements specified in the indenture, and there exists no servicer default, collections on the transferred receivables will not be required to be deposited into the related collection account until the payment date. Pending deposit into the related collection account, collections may be held by the servicer and invested at its own risk and for its own benefit, and will not be segregated from funds of the servicer. If the servicer were unable to remit such funds or did not for any reason remit such funds, you might experience delays in payments on your notes or might incur a loss.

GE Capital Retail Bank may change the terms and conditions of the accounts in a way that reduces collections.

GE Capital Retail Bank transfers the receivables but continues to own the credit card accounts. As owner of the accounts, GE Capital Retail Bank retains the right to change various account terms or treatment, including finance charges, other fees, the required monthly minimum payment, payment due dates and allocation of payments. These changes may be voluntary on the part of GE Capital Retail Bank or may be required by law, market conditions or other reasons. Changes in the terms or treatment of the accounts may reduce the amount of receivables arising under the accounts, reduce the portfolio yield, reduce the amount of collections on those receivables or otherwise alter payment patterns. Payments to you could be accelerated, delayed or reduced as a result of these changes. Changes could also cause a reduction in the credit ratings on your notes.

Charged-off receivables or uncovered dilution could reduce payments to you.

The primary risk associated with extending credit to GE Capital Retail Bank’s customers under its credit card programs is the risk of default or bankruptcy of the customer, resulting in the customer’s account balance being charged-off as uncollectible. GE Capital Retail Bank relies principally on the customer’s creditworthiness for repayment of the account and usually has no other recourse for collection. In certain circumstances, GE Capital Retail Bank may not be able to successfully identify and evaluate the creditworthiness of cardholders to minimize delinquencies and losses. General economic factors, such as the rate of inflation, unemployment levels and interest rates, may result in greater delinquencies that lead to greater credit losses among customers.

In addition to being affected by general economic conditions and the success of the servicer’s collection and recovery efforts, the trust’s delinquency and net credit card receivable charge-off rates are affected by the average age of the various credit card account portfolios. The average age of credit card receivables affects the stability of delinquency and loss rates of the portfolio because delinquency and loss rates typically increase as the average age of accounts in a credit card portfolio increases. The servicer, on behalf of the trust, will charge-off the receivables arising in accounts designated to the trust in accordance with the trust’s collection policies if the receivables become uncollectible. The collateral securing your notes will be allocated a portion of these charged-off receivables. See “ Description of Series Provisions—Allocation Percentages ” and “— Investor Charge-Offs ” in the accompanying prospectus supplement.

Unlike charged-off receivables, reductions in the receivables due to returns of merchandise, unauthorized charges or disputes between a cardholder and a merchant, called dilution, are typically absorbed by reductions in our interest in the trust or reimbursed by us through cash deposits to the excess funding account and are not intended to be allocated to the collateral securing your notes. However, to the extent our interest is insufficient to cover dilution for any monthly period and we then default in our obligation to compensate the trust for these reductions, the collateral securing your notes will be allocated a portion of the uncovered dilution.

If the amount of charged-off receivables and any uncovered dilution allocated to the collateral securing your notes exceeds the amount of funds available to reimburse those amounts, you may not receive the full amount of principal and

interest due to you. See “ Description of Series Provisions—Investor Charge-Offs ” in the accompanying prospectus supplement and “ The Servicers—Defaulted Receivables; Dilution; Investor Charge-Offs ” in this prospectus.

Current, pending and proposed regulation and legislation relating to consumer protection laws may impede collection efforts or reduce collections.

Various federal and state consumer protection laws regulate the creation and enforcement of consumer loans, including credit card accounts and receivables. Such laws and regulations, among other things, limit the fees and other charges that GE Capital Retail Bank can impose on customers, limit or prescribe certain other terms of GE Capital Retail Bank’s products and services, require specified disclosures to consumers, or require that GE Capital Retail Bank maintain certain qualifications and minimum capital levels. In addition, numerous legislative and regulatory proposals are advanced each year which, if adopted, could have a material adverse effect on the amount of collections available to the trust or further restrict the manner in which the servicer may conduct its activities on behalf of the trust.

The Credit Card Accountability, Responsibility and Disclosure Act (the “CARD Act”) of 2009 revamped credit card disclosures and imposed a number of substantive restrictions on credit card pricing and practices. Among other things, the CARD Act and associated regulations imposed new requirements and restrictions on changes in terms on credit card accounts, regulated payment processing and how payments are allocated, and other penalty fees, imposed new disclosure requirements in connection with credit card accounts, limited the amount of late payment fees that can be charged by card issuers, and required card issuers periodically to reevaluate rate increases and to take action to reduce rates, if appropriate.

The CARD Act and revised Regulation Z have had an impact on the bank’s ability to originate new accounts as well as the yield it is able to achieve on new and existing accounts. Among many other things, the new requirements limit pricing flexibility, limit the ability to change rates, fees and other terms (especially on outstanding balances), give consumers the right to reject many changes, restrict the effectiveness of penalty pricing, can discourage the use of overlimit fees, dictate how certain payments are applied (for example, in some cases, to higher APRs before lower APRs), and impact the time that must be allowed for payment to avoid late fees and to obtain the benefit of a grace period. In addition, significant new disclosure requirements may have impacted and may continue to impact the ways in which consumers use and repay their accounts. The new requirements have prompted the bank to realign its practices to compensate for the impact of the CARD Act by adjusting the rates, fees, minimum payments, and other terms on its accounts and the ways in which those accounts are underwritten, managed and processed.

Additionally, the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) established the Consumer Financial Protection Bureau (the “CFPB”), a new federal consumer protection regulator with authority to make further changes to the federal consumer protection laws and regulations. Among other things, the CFPB may take action to prevent GE Capital Retail Bank and other entities from engaging in unfair, deceptive or abusive acts or practices in connection with any transaction with a consumer or in connection with a consumer financial product or service. The new “abusive” standard will be defined in forthcoming regulations. Evolution of this standard could result in changes to pricing, practices, procedures and other activities relating to the accounts in ways that could reduce the associated return. It is unclear what changes would be promulgated by the CFPB and what effect, if any, such changes would have on the trust assets. See “ —Financial regulatory reform legislation could have a significant impact on us, the sellers, the issuing entity, General Electric Capital Corporation or GE Capital Retail Bank ” below. The Dodd-Frank Act also transferred supervisory responsibility for GE Capital Retail Bank on July 21, 2011 from the Office of Thrift Supervision to the Office of the Comptroller of the Currency for most matters and to the CFPB for consumer regulatory matters. It is unknown at this time what, if any, impact this transfer may have on GE Capital Retail Bank. In any event, the scope of exemption from state laws applicable to GE Capital Retail Bank as a federal savings bank has changed as a result of the Dodd-Frank Act.

The requirements of the CARD Act and any future adverse changes in federal and state consumer protection laws or regulations, or adverse changes in their applicability or interpretation, could make it more difficult for the servicer to collect payments on the receivables or reduce the finance charges and other fees that can be charged, resulting in reduced collections. If as a result of the requirements of the CARD Act or any adverse changes in these laws or regulations or in their interpretation, GE Capital Retail Bank or its affiliates were required to reduce their finance charges and other fees, resulting in a corresponding decrease in the effective yield of the credit card accounts designated to the trust, an early amortization event could occur and could result in an acceleration of payment or reduced payments on your notes.

Receivables that do not comply with consumer protection laws may not be valid or enforceable under their terms against the obligors on those receivables. If a cardholder sought protection under federal or state bankruptcy or debtor relief laws, a court could reduce or discharge completely the cardholder’s obligations to repay amounts due on its account and, as a

result, the related receivables would be charged off as uncollectible. See “ The Trust Portfolio—Consumer Protection Laws ” in this prospectus.

From time to time, Congress and state legislatures may also consider legislation to regulate credit card interchange fees and other credit card practices. It is not clear at this time what new limitations on credit card practices, new required disclosures or restrictions on interchange fees may be adopted by these legislative bodies, if relevant or applicable legislation will be adopted at the federal or state level and, if adopted, what impact any new limitations or requirements would have on the bank.

Financial regulatory reform legislation could have a significant impact on us, the sellers, the issuing entity, General Electric Capital Corporation or GE Capital Retail Bank.

On July 21, 2010, the Dodd-Frank Act was enacted into law. The Dodd-Frank Act is extensive and significant legislation that, among other things:

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creates a liquidation framework for the resolution of certain bank holding companies and other nonbank financial companies, defined as “covered financial companies,” in the event such a company, among other things, is in default or in danger of default and the resolution of such a company under other applicable law would have serious adverse effects on financial stability in the United States, and also for the resolution of certain of their respective subsidiaries, defined as “covered subsidiaries,” in the event any such subsidiary, among other things, is in default or in danger of default and the liquidation of that subsidiary would avoid or mitigate serious adverse effects on the financial stability or economic conditions of the United States, as described in more detail under “ The Trust – FDIC’s Orderly Liquidation Authority under the Dodd-Frank Act. ”;

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creates a new framework for the regulation of over-the-counter derivatives activities;

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strengthens the regulatory oversight of securities and capital markets activities by the Securities and Exchange Commission (“SEC”); and

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creates the CFPB, a new agency responsible for administering and enforcing the laws and regulations for consumer financial products and services.

The Dodd-Frank Act also required the SEC to review any references to or requirements regarding credit ratings in its regulations, remove those references or requirements and substitute other appropriate standards of creditworthiness in place of the credit ratings, and undertake a number of rulemakings related to the asset-backed securities market. One aspect of these rulemaking efforts will involve a review by the SEC of certain exclusions and exemptions that allow asset-backed issuers to avoid being regulated as investment companies under the Investment Company Act. The SEC has recently issued an advance notice of proposed rulemaking indicating that it is considering proposed amendments to these exclusions and exemptions under the Investment Company Act and requesting comment as to the scope and content of any future amendment proposal. If the SEC were to narrow or eliminate the exclusions and exemptions under the Investment Company Act that are currently available to the issuing entity, or were to impose additional conditions for relying on such exclusions and exemptions, the issuing entity could be required to stop issuing asset-backed securities or could be required to comply with additional conditions that could affect the notes issued by the issuing entity. If any future amendment adopted by the SEC were to cause the issuing entity to be subject to regulation as an investment company, an early amortization event would occur for the notes. The effects of the SEC’s review of the Investment Company Act and other rulemaking efforts relating to asset-backed securities will not be known for an extended period of time, and no assurance can be given that future rulemakings will not have a significant impact on the issuing entity, including on the amount of notes issued in the future.

Compliance with the implementing regulations under the Dodd-Frank Act or the oversight of the SEC or other government entities, as applicable, may impose costs on, create operational constraints for, or place limits on pricing with respect to finance companies such as General Electric Capital Corporation or any of its affiliates. Many provisions of the Dodd-Frank Act are required to be implemented through rulemaking by the appropriate federal regulatory agencies. As such, in many respects, the ultimate impact of the Dodd-Frank Act, and its effects on the financial markets and their participants, will not be fully known for an extended period of time. In particular, no assurance can be given that the new standards will not have a significant impact on the issuing entity, us, the sellers, GE Capital Retail Bank or General Electric Capital Corporation, including on the level of transferred receivables held in the issuing entity, the servicing of those transferred receivables, or the amount of notes issued in the future and on the regulation and supervision of General Electric Capital Corporation or its affiliates (including us, the issuing entity, GE Capital Retail Bank or the sellers).

In addition, no assurances can be given that the liquidation framework for the resolution of covered financial companies or their covered subsidiaries would not apply to General Electric Capital Corporation or its affiliates, resulting in a repudiation of any of the transaction documents where further performance is required or an automatic stay or similar power preventing the indenture trustee, the noteholders or other transaction parties from exercising their rights. This repudiation power could also affect certain transfers of the interests in receivables as further described under “—If we, any seller other than the bank or the issuing entity became a debtor in a bankruptcy case or became subject to the Orderly Liquidation Authority of the FDIC, delays or reductions in payment of your notes could occur.” above. Application of this liquidation framework could materially adversely affect the timing and amount of payments of principal and interest on your notes.

Limited remedies for breaches of representations could reduce or delay payments.

When we transfer the receivables to the trust, we make representations and warranties relating to the validity and enforceability of the transferred receivables, and as to the perfection and priority of the trust’s interest in the receivables. However, neither the owner trustee nor the indenture trustee will make any examination of the receivables or the related assets to determine the presence of defects or compliance with the representations and warranties or for any other purpose.

A representation or warranty relating to the receivables may be violated if the related obligors have defenses to payment or offset rights, or our creditors or creditors of GE Capital Retail Bank claim rights to the trust assets. If a representation or warranty is violated, we may have an opportunity to cure the violation. If we are unable to cure any violation within the specified time period and the violation has a material adverse effect on the transferred receivables or the availability of the proceeds to the trust, we must, if requested, accept reassignment of the receivables affected by the violation. See “ The Trust Portfolio—Representations and Warranties of the Depositor ” in this prospectus.

Origination patterns of receivables and operations of retailers could reduce collections.

Except for co-branded credit cards, GE Capital Retail Bank’s ability to generate new receivables is dependent upon sales at or through the retailers. The retailing and credit card industries are intensely competitive. Generally, the retailers compete not only with other retailers and department stores in the geographic areas in which they operate, but also with numerous other types of retail outlets, including catalog and internet sales businesses. We cannot assure you that the retailers will continue to generate receivables at the same rate as in prior years. Also, if a retailer were to close some or all of its stores or otherwise stop honoring the related credit cards, the loss of utility of the affected credit cards could reduce the cardholders’ incentive to pay their outstanding balances.

Recently, the United States has experienced a period of economic slowdown. Elevated levels of unemployment and the continued lack of availability of credit have contributed to a decline in demand for many consumer products, including those sold at the retailers included in the trust portfolio. A prolonged economic slowdown may increase the risk that a retailer becomes subject to a voluntary or involuntary case under any applicable federal or state bankruptcy or other similar law. The bankruptcy of a retailer could lead to a significant decline in the amount of new receivables and could lead to increased delinquencies and defaults on the receivables associated with a retailer that is subject to a proceeding under bankruptcy or similar laws. Any of these effects of a retailer bankruptcy could result in the commencement of an early amortization period for one or more series of notes, including your series. If an early amortization event occurs, you could receive payment of principal sooner than expected. See “ Maturity Considerations ” in the accompanying prospectus supplement.

GE Capital Retail Bank’s ability to generate new receivables is also dependent upon its ability to compete in the current industry environment. Because the retailers generally accept most major credit cards, not all sales made on credit at the retailers will generate receivables that will be transferred to the trust. We cannot guarantee that credit card sales under GE Capital Retail Bank’s private label credit card programs will not decline as a percentage of total credit card sales by the retailers. In addition, GE Capital Retail Bank offers co-branded credit cards for certain retailers, and certain holders of private label credit card accounts have been solicited to replace their private label credit cards with co-branded credit cards. When a cardholder’s private label credit card that is currently designated to the trust is replaced by a co-branded credit card, the private label credit card account will be removed from the trust in accordance with the provisions of the securitization documents. The balance, if any, on the private label credit card that is replaced by a co-branded credit card will be reduced to zero upon the activation of the new co-branded credit card. Co-branded credit card accounts were first designated to the trust portfolio in June 2007 and additional co-branded credit card accounts may be designated to the trust portfolio in the future subject to substantially the same conditions that apply to the designation of private label accounts. See “ The Sponsor—Credit Card Activities ” in this prospectus.

Economic and social factors may adversely affect cardholder payment patterns, finance charge rates and credit card usage, and may affect the timing and amount of payments to you.

The amount of principal collections and finance charge collections available to pay your notes on any payment date or, if applicable, to make deposits into the principal accumulation account for your series will depend on many factors, including:

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the rate of repayment of credit card balances by cardholders, which may be earlier or later than expected;

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the periodic finance charge rates applicable to the accounts designated to the master trust;

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the extent of credit card usage by cardholders, and the creation of additional receivables in the accounts designated to the master trust; and

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the rate of default by cardholders, which means that receivables may not be paid at all.

Changes in payment patterns, finance charge rates and credit card usage result from a variety of economic and social factors. Economic factors include, among others, the rate of inflation, unemployment levels, the availability and cost of credit (including mortgages) and real estate values. Social factors include, among others, consumer and business confidence levels and the public’s attitude about incurring debt and the stigma of personal bankruptcy. In addition, acts of terrorism or natural disasters in the United States and the political and/or military response to any such events or the commencement of hostilities between the United States and a foreign nation or nations may have an adverse effect on general economic conditions, consumer and business confidence and general market liquidity. During periods of economic recession, high unemployment, increased mortgage foreclosure rates and low consumer and business confidence levels, card usage patterns generally change and delinquency and loss rates generally increase, resulting in a decrease in the amount of principal collections. These changes in card usage, delinquency and loss rates and the amount of principal collections may be material. In recent years, concerns over the availability and cost of credit, increased mortgage foreclosure rates, declining real estate values and geopolitical issues have contributed to increased volatility and diminished expectations for the economy and the markets going forward. These factors, combined with volatile oil prices, declining business and consumer confidence and increased unemployment, have precipitated a recession, which has resulted in adverse changes in payment patterns and rise in delinquencies and losses in the accounts designated to the issuing entity.

We cannot assure the creation of additional receivables in the accounts designated to the trust or that any particular pattern of cardholder payments will occur. A significant decline in the amount of new receivables generated could result in the commencement of an early amortization period for one or more series of notes, including your series. If an early amortization event occurs, you could receive payment of principal sooner than expected. In addition, changes in finance charges can alter the monthly payment rates of cardholders. A significant decrease in monthly payment rates could slow the return or accumulation of principal during an amortization period or accumulation period. See “ Maturity Considerations ” in the accompanying prospectus supplement.

Recharacterization of principal receivables would reduce principal receivables and may require the addition of new receivables.

As described under “ Description of the Notes—Discount Option ” in this prospectus, we may designate a portion of some or all transferred receivables that would otherwise be treated as principal receivables to be treated as finance charge receivables. This designation should decrease the likelihood of an early amortization event occurring as a result of a reduction of the average net portfolio yield for a given period. However, this designation will also reduce the aggregate amount of transferred principal receivables, which may increase the likelihood that we will be required to add receivables to the trust. If we were unable to add receivables, one or more series of notes, including your series, could go into early amortization.

The note interest rate and the receivables interest rate may re-set at different times, resulting in reduced or early payments to you.

Some accounts have finance charges assessed at a variable rate based on a designated index, which rate may or may not be subject to a specified floor. A series of notes may bear interest either at a fixed rate or at a floating rate based on a different index. If the interest rate charged on the accounts declines, collections of finance charge receivables may be reduced without a corresponding reduction in the amounts of interest payable on your notes and other amounts required to be paid out of collections of finance charge receivables. If the interest rate on the accounts declines or the interest rate on a series increases, this could decrease the spread, or difference, between collections of finance charge receivables and those

collections allocated to make interest payments on your notes. This would increase the risk of early repayment of your notes, as well as the risk that there may not be sufficient collections to make all required payments on your notes.

We may assign our obligations as depositor and GE Capital may assign its obligations as servicer.

Either we or GE Capital may transfer our rights and obligations in our respective capacities as depositor or servicer to one or more entities without noteholders’ consent so long as specific conditions are satisfied. See “ The Depositor—Assignment of Depositor’s Interests ” and “ The Servicers—Resignation of Servicer ” and “— Merger or Consolidation of Servicer ” in this prospectus. The entity assuming the rights and obligations may or may not be affiliated with us or GE Capital. After the assignment, either we or GE Capital, as the case may be, would have no further liability or obligation under the documents relating to the notes and the trust, other than those liabilities that arose prior to the transfer.

Default by a counterparty to a derivative contract or termination of a derivative contract could lead to the commencement of an early amortization period.

If specified in the prospectus supplement for your series, the trust may enter into one or more derivative contracts for the benefit of your series. Derivative contracts include interest rate swaps, currency swaps, credit swaps, interest rate caps or interest rate floors.

If a counterparty to a derivative contract for your series does not make a required payment, the trust will have less funds available to make payments on your notes. This could cause delays or reductions in the amount of interest or principal paid to you. The failure of a counterparty to make a required payment may also, subject to any applicable grace periods specified in the related prospectus supplement, cause an early amortization event and commencement of the early amortization period. If this were to happen, you could be paid sooner than expected and may not be able to reinvest the amount paid to you at the same rate you would have been able to earn on your notes.

If any derivative contract for your series were to terminate, the trust might not be able to enter into a replacement derivative contract. For example, a derivative contract may terminate if the counterparty is downgraded or if the counterparty defaults on its obligations. The early termination of a derivative contract may, subject to any applicable grace periods specified in the related prospectus supplement, cause an early amortization event and commencement of the early amortization period if the trust does not enter into a replacement derivative contract. If this were to happen, you could be paid sooner than expected and may not be able to reinvest the amount paid to you at the same rate you would have been able to earn on your notes.

Other series of notes may have different terms that may affect the timing and amount of payments to you.

The trust has issued other series of notes and expects to issue additional series of notes from time to time. Other series of notes may have terms that are different than the terms for your series, including different early amortization events or events of default. In addition, the early amortization events and events of default for other series of notes may be subject to grace periods or rights to cure that are different than the grace periods or rights to cure applicable to the same or similar early amortization events or events of default for your series. As a result, other series of notes may enter into early amortization periods prior to the payment of principal on your series of notes. This could reduce the amount of principal collections available to your series at the time principal collections begin to be accumulated or paid for the benefit or your series and could cause a possible delay or reduction in payments on your notes. Additional series of notes may be issued without any requirement for notice to, or consent from, existing noteholders. For a description of the conditions that must be met before the trust can issues new notes, see “ Description of the Notes—New Issuances of Notes ” in this prospectus.

The issuance of new notes could adversely affect the timing and amount of payments on outstanding notes. For example, if additional notes in the same group as your series for purposes of sharing excess finance charge collections are issued after your notes and those notes have a higher interest rate than your notes, this could result in a reduction in the amount of excess funds from other series available to pay interest on your notes. Also, when new notes are issued, the voting rights of your notes will be diluted.

Addition of credit card accounts to the trust may decrease the credit quality of the assets securing the repayment of your notes. If this occurs, your receipt of payments of principal and interest may be reduced, delayed or accelerated.

The assets of the trust securing the notes change every day. We may choose, or may be required, to add credit card receivables to the trust. The credit card accounts from which these receivables arise may have different terms and conditions from the credit card accounts already designated for the trust. For example, the new credit card accounts may have higher or

lower fees or interest rates, or different payment terms. We cannot guarantee that new credit card accounts will be of the same credit quality as the credit card accounts currently or historically designated for the trust. If the credit quality of the assets in the trust were to deteriorate, the trust’s ability to make payments on the notes could be adversely affected. See “ The Trust Portfolio—Addition of Trust Assets ” in this prospectus.

It may be difficult to find a suitable successor servicer if GE Capital ceases to act as servicer.

If GE Capital is terminated as servicer as described under “ The Servicers—Servicer Default; Successor Servicer ” in this prospectus, the trust will appoint a successor servicer. Because GE Capital, as servicer, has significant responsibilities with respect to the servicing of the transferred receivables, the indenture trustee may have difficulty finding a suitable successor servicer. Potential successor servicers may not have the capacity to adequately perform the duties required of a successor servicer or may not be willing to perform those duties for the amount of the servicing fee currently payable under the servicing agreement. If no successor has been appointed and has accepted the appointment by the time the servicer ceases to act as servicer, the indenture trustee will automatically become the successor servicer. Deutsche Bank Trust Company Americas, the indenture trustee, does not have credit card operations. If Deutsche Bank Trust Company Americas is automatically appointed as successor servicer it may not have the capacity to perform the duties required of a successor servicer and current servicing compensation under the servicing agreement may not be sufficient to cover its actual cost and expenses of servicing the accounts.

GE Capital Retail Bank may not be able to designate new accounts to the trust when required by transaction documents.

If at the end of any monthly period, the amount of receivables in the trust falls below a specified level described under “ The Trust Portfolio—Addition of Trust Assets ,” we will be required to cause GE Capital Retail Bank to designate additional accounts to the trust and transfer additional receivables to the trust on or before the tenth business day following that monthly period. There is no guarantee that GE Capital Retail Bank will have sufficient accounts to designate to the trust. This could cause a possible delay or reduction in payments on your notes. If we do not transfer sufficient receivables to the trust within the grace period specified in the accompanying prospectus, an early amortization event would occur. If this were to happen, you could be paid sooner than expected and may not be able to reinvest the amount paid to you at the same rate you would have been able to earn on your notes.

The Sponsor

GE Capital Retail Bank

GE Capital Retail Bank (the “bank”), formerly known as GE Money Bank, is the sponsor of the transactions described in this prospectus and the accompanying prospectus supplement. The bank has designated a pool of accounts and transfers receivables in the designated accounts to us on an ongoing basis. The bank may also designate additional accounts under the receivables sale agreement in the future, and the receivables existing in those accounts and any receivables arising in those accounts in the future will be transferred to us. See “ The Trust—Transfer and Assignment of Receivables ” in this prospectus for a more detailed description of the agreement under which the bank transfers receivables to us.

The bank is an FDIC-insured federal savings bank which is regulated, supervised and examined by the Office of the Comptroller of the Currency. The bank is also subject to the supervision of the CFPB for consumer regulatory matters. The predecessor to the bank, GE Capital Consumer Card Co., was established in 1988 as a limited purpose credit card bank and converted to a federal savings bank in 2003. On February 7, 2005, Monogram Credit Card Bank of Georgia was merged with and into GE Capital Consumer Card Co. and the surviving entity changed its name to GE Money Bank. As of February 7, 2005, the bank assumed the obligations of Monogram Credit Card Bank of Georgia as seller of the receivables to us under the receivables sale agreement and as servicer of the receivables under the servicing agreement. On February 5, 2006, all of the common stock of the bank was contributed by General Electric Capital Corporation to GE Consumer Finance, Inc., a newly created holding company. As of October 1, 2011, the name of the bank was changed from GE Money Bank to GE Capital Retail Bank. The bank is engaged in various consumer lending activities including retail sales financing programs, private label credit cards, bank cards, co-branded credit cards and consumer installment loans. In addition, the bank provides small business lines of credit to several of its retail clients.

The bank is a wholly-owned subsidiary of GE Consumer Finance, Inc., which is in turn a wholly-owned subsidiary of General Electric Capital Corporation, a Delaware corporation (often referred to as “GE Capital”). The bank operates within the GE Retail Finance division of the Consumer Financing operating business, which is further described below.

GE Capital

GE Capital acts in two capacities in connection with the trust: (1) it acts as servicer of the transferred receivables as described under “ The Servicers—GE Capital ” in this prospectus and (2) it acts as administrator for the trust.

All of GE Capital’s outstanding common stock is owned by General Electric Company (GE).

GE Capital operates in five operating businesses: Commercial Lending and Leasing, Consumer (formerly GE Money), Real Estate, Energy Financial Services and GE Commercial Aviation Services. These operations are subject to a variety of regulations in their respective jurisdictions. Financing and services offered by GE Capital are diversified, a significant change from the original business of GE Capital, which was financing distribution and sale of consumer and other GE products. Currently, GE manufactures few of the products financed by GE Capital.

GE Capital’s services are offered primarily in North America, Europe and Asia. GE Capital’s principal executive offices are located at 901Main Avenue, Norwalk, CT, 06851-1168.

The Consumer operating business of GE is a leading provider of financial services to consumers and retailers in many countries around the world. Consumer offers a full range of innovative financial products to suit customers’ needs. These products include, on a global basis, private-label credit cards; personal loans; bank cards; auto loans and leases; mortgages; debt consolidation; home equity loans; deposit and other savings products; and small and medium enterprise lending.

Consumer’s operations are subject to a variety of bank and consumer protection regulations, including regulations controlling data privacy. Further, a number of countries have ceilings on rates chargeable to consumers in financial service transactions. Consumer is subject to competition from various types of financial institutions including commercial banks, leasing companies, consumer loan companies, independent finance companies, manufacturers’ captive finance companies, and insurance companies. Industry participants compete on the basis of price, servicing capability, promotional marketing, risk management, and cross selling. The markets in which Consumer operates are also subject to the risks from fluctuations in retail sales, interest and currency exchange rates, and the consumers’ capacity to repay debt.

Consumer’s headquarters are currently in London, England and its operations are located in North America, South America, Europe, Australia and Asia.

Credit Card Activities

The bank predominantly offers private label credit card accounts. The private label credit card account business consists of revolving consumer credit account programs established with retailers that have been approved by the bank. Open-end revolving credit card accounts are offered to customers of those retailers. Each credit card account is established primarily for the purchase of goods and services of a particular retailer. In addition, in some cases, cardholders may be permitted to access their credit card accounts for cash advances.

The bank, together with its retail partners, have been replacing private label credit cards offered to their customers with co-branded MasterCard, VISA, Discover and American Express general purpose credit cards that may be used to purchase goods and services wherever MasterCard, VISA, Discover and American Express cards, as the case may be, are accepted. For many programs, the bank also offers such co-branded credit cards to new customers at the point of sale. Such co-branded cards may in the future make up a larger or smaller portion of the bank’s portfolio. The bank currently offers to originate co-branded credit cards for several retailers including Wal-Mart, Sam’s Club, Dillard’s, Meijer, Brooks Brothers and Gap. The bank has previously offered co-branded credit cards for other retailers including JCPenny and Lowe’s, and may in the future offer, co-branded credit cards for these and other retailers. Certain holders of private label credit card accounts have been solicited to replace their private label credit cards with co-branded credit cards. In the future the bank expects to solicit other holders of private label credit card accounts to replace their private label credit cards with co-branded credit card accounts. The bank sometimes refers to the co-branded credit cards it issues as dual cards, since they can combine features and benefits of private label credit cards with multi-merchant acceptance of general purpose credit cards.

Generally, when a cardholder receives a co-branded credit card as a replacement for its private label credit card, the cardholder will have up to 120 days to accept a co-branded credit card. If the cardholder does not accept a co-branded credit card, its existing private label credit card account will remain open. In addition, in most cases, the co-branded credit cards are offered at the point of sale at the same retail locations where private label credit cards are offered. When a cardholder’s private label credit card that is currently designated to the trust is replaced by a co-branded credit card, the private label credit

card account will be removed from the trust in accordance with the provisions of the securitization documents. The balance, if any, on the private label credit card that is replaced by a co-branded credit card will be reduced to zero and in connection therewith the balance will be transferred to the successor co-branded credit card account. Co-branded credit card accounts were first designated to the trust portfolio in June 2007 and additional co-branded credit card accounts may be designated to the trust portfolio in the future subject to substantially the same conditions that apply to the designation of private label accounts.

Merchants receive a discounted purchase price for goods and services purchased using credit card accounts in the MasterCard, VISA, Discover and American Express systems. A portion of the discount is referred to as “interchange” and is used to compensate card issuers participating in the Visa, MasterCard International, Discover and American Express associations as partial compensation for taking credit risk, absorbing fraud losses and funding. Since the co-branded cards issued by the bank can be used for purchases through one of these systems, charges on those cards will generate interchange revenue for the bank in connection with purchases by cardholders other than at the retailer related to the co-branded card. When co-branded card accounts are designated as part of the trust portfolio, the bank will be required to transfer to us, and we will in turn transfer to the trust, a portion of the interchange from accounts in the related retailer’s co-branded card program. The portion of interchange to be transferred is meant to approximate the interchange attributable to cardholder charges for merchandise and services on the co-branded accounts that are designated to the trust portfolio. Interchange received by the trust will be treated as collections of finance charge receivables.

Program Agreements

Retailers that are approved and accepted into a private label or co-branded credit card program enter into a credit card program agreement with the bank. These agreements vary on a retailer-by-retailer basis, and may be amended from time to time. Under these agreements, the bank issues credit cards to approved customers and owns the underlying account and all receivables generated thereunder from the time of origination, unless otherwise sold following origination.

The program agreements generally have original contract terms ranging from approximately two to ten years and remaining terms as indicated in the accompanying prospectus supplement under “ Risk Factors—Termination of certain credit card programs could lead to a reduction of receivables in the trust. ” Many of the program agreements have renewal clauses which allow the program agreement to be renewed for successive one or more year terms until terminated by the bank or the retailer. The program agreements may also be terminated prior to scheduled expiration upon mutual agreement between the bank and the related retailer. As described in more detail under “ Risk Factors—Termination of certain credit card programs could lead to a reduction of receivables in the trust ” in the accompanying prospectus supplement, certain of the program agreements are scheduled to expire while your notes are outstanding. The bank is currently in negotiations with retailers to renew the program agreements that are nearing their termination dates, however there is no assurance that the bank and the retailers will mutually agree on any such renewal. In addition, the program agreements generally permit termination in the event of breach of the agreement, in the event the retailer becomes insolvent, files bankruptcy or has a material adverse change in financial condition, upon the occurrence of a significant change in law, or upon the occurrence of other specified portfolio-related performance triggers or other events of default. Program agreements generally provide that upon termination, the retailer has the option to purchase or designate a third party to purchase the receivables generated with respect to its program, including receivables in the trust. If these terminations and purchases were to occur with respect to retailers whose programs generate a significant portion of the trust’s receivables, and the bank were unable to provide receivables arising under newly designated additional accounts to replace those purchased by a retailer, an early amortization period could begin. See “ Risk Factors—Termination of certain credit card programs could lead to a reduction of receivables in the trust ” in the accompanying prospectus supplement.

The program agreements typically provide that the bank may chargeback a receivable if a customer makes a dispute concerning the merchandise or the validity of the charge or if there is a violation of certain terms of the program agreement. The program agreements may also provide for chargeback of receivables if there is fraud and the retailer failed to follow the operating procedures documented in the program agreement. In most other cases there is no recourse to the retailer because of the failure of the customer to pay.

Account Origination

The bank has separately developed programs to promote credit with each of the retailers and has developed varying credit decision guidelines for the different retailers. The bank originates revolving credit card accounts through several different channels, including: (1) in-store, (2) mail, (3) internet, (4) telephone and (5) pre-approved solicitations.

Applicants provide information such as name, address, telephone number, date of birth and social security number. Once inputted into the credit application system, the application is screened for information such as applicant age or critical missing information, which would result in a policy rejection of the application. After clearing these screens, the application is scored based on the applicant’s credit bureau report obtained from one of the three major credit bureaus using industry and proprietary credit models and bankruptcy scorecards. The bank applies additional application screens based on various inputs, including credit bureau information or demographic information provided by the applicant to help identify potential fraud and prior bankruptcies before qualifying the application for approval. Accounts that are identified as involving potential fraud will go through an additional authorization process before being approved. The bank also compares applicants’ names against the Specially Designated Nationals list maintained by The Office of Foreign Assets Control (OFAC), as well as screens that account for adherence to the Patriot Act and CARD Act requirements. Qualifying credit scores and initial credit line assignments are determined for each portfolio and product type by the risk management group responsible for the individual portfolio.

The process for submitting applications through a retail client location requires the retailer to transmit the applicant’s information to the bank after obtaining positive identification and providing the applicant with key account terms. Once received by the bank, the application is reviewed as required and the system automatically screens the application for content and credit worthiness. If the application is approved, the customer is advised of a temporary account number and initial credit line either electronically or by phone. If the application is declined or referred for additional reviews, the store is advised that the applicant will be notified of the final decision by mail. When an application is approved, the store offers the new account holder the opportunity to shop immediately on the card using a temporary shopping pass and provides the new account holder certain initial disclosures. Credit cards and a copy of the account agreement are mailed to the cardholder following approval.

Applications submitted through the mail or entered through the internet are processed similarly after the information is entered into the bank’s system, except that if the application was submitted through the mail, the applicant is notified of the bank’s decision regarding the application by mail and, if the application was submitted through the internet, the applicant is notified on-line.

The bank has used pre-approved account solicitations in varying degrees for certain retail programs. Potential applicants are pre-screened and qualified individuals each receive a pre-approved credit offer. In addition, the bank screens prospective customers based on information provided by the retailer or obtained from outside lists, and offers pre-approved credit to qualified prospects.

At the time a new account is opened, the bank assigns the credit card account to a billing cycle with the purpose of evening out monthly billing statement volumes.

Underwriting Process

Account Underwriting and Credit Guidelines. The bank develops or adopts systems and specifications for underwriting and authorizations. It contracts with GE Capital for services, including the implementation of these systems and of the underwriting and authorization specifications. The bank’s underwriting process involves the purchase of credit bureau information. The bank obtains credit reports from one or more of the following credit bureaus: Experian, Inc., Equifax Credit Information Services, Inc. and Trans Union Corporation. The information obtained is electronically transmitted into industry scoring models and proprietary scoring models developed for the bank to calculate a credit score. The bank periodically analyzes performance trends of accounts originated at different score levels as compared to projected performance, and adjusts the minimum score or the opening credit limit to manage risk. Different scoring models may be used depending upon bureau type and account source. Virtually all underwriting and authorization decisions are automated. In some situations, a customer may request a higher credit limit than what is initially offered by the bank. In these instances, the bank may request additional financial information such as verification of income, net worth and total outstanding indebtedness. This additional information is also evaluated through the bank’s automated underwriting and authorization processes. To the extent that an evaluation of a particular applicant’s request cannot be accommodated through the bank’s automated evaluation process, an override could occur, which would be supported by the additional information obtained from the customer.

Credit Monitoring. To monitor and control the quality of its portfolio of credit cards, the bank uses behavioral scoring models to score each active account on its monthly cycle date. The behavioral scoring models are used to dynamically evaluate whether or not credit limits should be increased or decreased. In addition, a refreshed credit bureau score is obtained on each active account no less than quarterly to help evaluate changes in customers’ credit profiles.

Credit Authorization. Point-of-sale terminals in each retailer’s stores have an on-line connection with the bank’s credit authorization system and allow real-time updating of accounts. Sales transactions are passed through an authorization system, which looks at a variety of behavioral and risk factors as well as a current credit score to determine whether each transaction should be approved “as is,” with a credit limit increase or should be declined.

Fraud Investigation. The bank contracts with several of its affiliates to provide follow up and research with respect to different types of fraud such as fraud rings, new account fraud and transactional fraud. The bank has developed a proprietary fraud model to identify new account fraud that utilizes tools that help identify transaction purchase behavior outside the cardholder’s established pattern. This model is also complemented by externally sourced models and tools used across the industry to better identify fraud to protect its cardholders.

Marketing Programs

Following new account opening, the bank has an ongoing lifecycle marketing program, the primary purpose of which is to promote cardholders’ loyalty to the retailers. Working in close collaboration with each retailer client, the bank develops card marketing programs that promote retailers’ cardholder sales for creditworthy cardholders. Direct mail campaigns and monthly billing statements provide direct marketing communications for cardholders. This supports the retailer’s in-store programs by encouraging both store traffic and card usage. These programs include cardholder specific offers, events and special services, including product discounts, dollar-off coupons, cardholder sales, new product announcements and previews, gift wrapping, alteration or delivery services.

The bank has invested significantly to improve its direct marketing capabilities with an extensive marketing database, including, among other things, retailer specific data warehouses containing account level transactional, performance, demographic and campaign history. This data is used to develop marketing models and programs to increase credit card usage. Client-dedicated teams provide ongoing program performance tracking to assess return on investment and support continuous improvement in the bank’s ability to predict and target the most responsive cardholders.

The bank also manages a number of ongoing retail loyalty programs as part of the private label and co-branded credit card benefits offered to specific retailers. These programs typically provide discounts to cardholders in the form of gift certificates offered by the applicable retailers, which are earned based on achieving a pre-set spending level on the card. The gift certificates are then mailed to the cardholder and can be redeemed at the retailer for store merchandise. Other programs provide point rewards for cardholders, which are redeemable for a variety of awards. These ongoing loyalty programs have typically generated incremental credit sales per cardholder on an ongoing basis, while ensuring continued card value and ongoing purchase loyalty.

The bank is also continuously working with its retailer clients to identify improved private label card and co-brand strategies and to increase overall card demand and usage through improved value, card utility, functionality and convenience. Major product improvements may be introduced from time to time through widespread card reissues, direct mail and in-store marketing campaigns.

Sponsor’s Securitization Experience

The bank has been engaged (including through predecessor entities) in the securitization of credit card receivables since 1997. Historically, the bank used both sponsored and third-party entities to execute credit card securitization transactions in the commercial paper markets. With GE Capital’s adoption of FIN 46, Consolidation of Variable Interest Entities, on July 1, 2003, GE Capital, with respect to its credit card securitization activities, consolidated the assets and liabilities in certain sponsored entities and stopped executing new securitization transactions with those entities. The bank continues to engage in credit card securitization transactions with third-party entities and through public offerings of asset backed notes pursuant to this prospectus, both of which are predominantly executed through the trust. The bank also from time to time assumes the role of sponsor and servicer in pre-existing securitizations of acquired businesses.

As an indirect, wholly-owned subsidiary of GE Capital, the bank also benefits from GE Capital’s broader securitization experience. In addition to credit card receivables, assets supporting GE Capital securitizations executed by GE Capital and its subsidiaries and affiliates that are currently outstanding include: receivables secured by equipment loans and leases; floorplan receivables; commercial real estate loans; residential real estate and home equity loans; secured corporate loans and other assets.

None of the bank’s securitization transactions have experienced early amortizations, servicer defaults or events of default. On a few occasions, private transactions have been modified to adjust for a retailer’s insolvency or the termination of

a credit card program. Neither we nor the bank or the trust can guarantee that there will not be any early amortizations, servicer defaults or events of default in the future.

Bank’s Ability to Change Account Terms and Procedures

The bank has agreed that it will comply with the credit card program agreements relating to the accounts and its policies and procedures relating to the accounts unless the failure to do so would not materially or adversely affect our rights. The bank may change the terms and provisions of the credit card program agreements, the agreements between the bank and the cardholders relating to the accounts or policies and procedures, including changing the required minimum monthly payment, calculation of the amount, or the timing of, charge-offs and periodic finance charges and other fees applicable to the accounts, so long as any changes made are also made to any comparable segment of the bank’s revolving credit card accounts which have characteristics the same as, or substantially similar to, the accounts that are the subject of the applicable change except as otherwise restricted by any agreement between the bank and a third-party or by the terms of the credit card program agreements (in each case, subject to applicable law).

The bank has also agreed that it will not reduce the finance charges and other fees on the accounts, if we inform the bank that as a result of the reduction, we have a reasonable expectation that the portfolio yield for any series of notes as of the time of the reduction would be less than the base rate for that series, except as required by law and as the bank deems necessary in order to maintain its credit card business, based on its good faith assessment, in its sole discretion, of the nature of the competition in the credit card business. In any event, the bank will not reduce the periodic finance charges assessed on any transferred receivable or other fees on any account if (i) the reduction would cause the trust to fail to make required payments under the indenture and (ii) noteholders representing more than a majority of the outstanding principal amount of each affected series of notes have not consented to the reduction.

Assignment of Bank’s Obligations; Additional Sponsors and Sellers

The obligations of the bank under the receivables sale agreement are not assignable and no person may succeed to the rights of the bank under the receivables sale agreement, except in the following circumstances:

(1)

the merger or consolidation of the bank or the conveyance by the bank of its business substantially as an entirety, in each case that does not cause a breach of the covenant described in the following paragraph;

(2)

the designation by the bank of additional persons to originate receivables and/or sell receivables to us under the receivables sale agreement so long as the Rating Agency Condition has been satisfied; and

(3)

conveyances, mergers, consolidations, assumptions, sale or transfers to other entities provided that the following conditions are satisfied:

(a)

the bank delivers an officer’s certificate to us indicating that the bank reasonably believes that the action will not result in a material adverse effect on the bank’s ability to perform its obligations under the transaction documents, the validity or enforceability of the transaction documents, the transferred receivables or our interest or the bank’s interest in the transferred receivables;

(b)

the bank delivers an officer’s certificate and opinion of counsel described in clause (2) of the following paragraph; and

(c)

the purchaser, pledgee, transferee or other entity succeeding to the obligations of the bank expressly assumes by a supplemental agreement to perform every covenant and obligation of the bank under the receivables sale agreement.

The bank will covenant that it will not consolidate with or merge into any other entity or convey its business substantially as an entirety to any person unless:

(1)

the entity, if other than the bank, formed by the consolidation or merger or that acquires the property or assets of the bank:

(a)

is organized under the laws of the United States or any one of its states; and

(b)

expressly assumes, by a supplemental agreement, to perform every covenant and obligation of the bank under the receivables sale agreement;

(2)

the bank delivers to us an officer’s certificate stating that the merger, consolidation or transfer and the related supplemental agreement comply with any applicable terms of the receivables sale agreement and that all conditions precedent relating to the applicable transaction have been complied with, and an opinion of counsel to the effect that the related supplemental agreement is legal, valid and binding with respect to the surviving entity, subject to permitted insolvency and equity related exceptions; and

(3)

the bank delivers notice of the applicable transaction to each Hired Agency.

The Depositor

RFS Holding, L.L.C.

We—RFS Holding, L.L.C.—are a limited liability company formed under the laws of the State of Delaware on December 19, 2002, and are a wholly-owned, indirect subsidiary of General Electric Capital Services, Inc., which is also the indirect parent of the bank and the direct parent of GE Capital. We were organized for the purpose of purchasing, holding, owning and transferring receivables and related activities. We have been securitizing credit card receivables as described in this prospectus since our formation and have not been engaged in any activities other than securitizing assets.

As described under “ The Trust—Transfer and Assignment of Receivables ,” we transfer all receivables transferred to us by the bank to the trust on an on-going basis. We are the sole certificateholder of the trust and have the right to receive all cash flows from the assets of the trust other than the amounts required to make payments for any series of notes. Our interest is called the transferor interest and is evidenced by a transferor certificate issued by the trust under its trust agreement.

Assignment of Depositor’s Interests

The trust agreement provides that we may sell, assign, pledge or otherwise transfer our interest in all or a portion of the transferor interest. Before we may transfer our interest in the transferor interest, the following must occur:

(1)

the Rating Agency Condition must be satisfied with respect to the transfer;

(2)

we deliver an opinion of counsel to the effect that, for federal income tax purposes:

(a)

the transfer will not adversely affect the tax characterization as debt of any outstanding class of notes that were characterized as debt at the time of their issuance;

(b)

the transfer will not cause the trust to be deemed to be an association, or publicly traded partnership, taxable as a corporation; and

(c)

the transfer will not cause or constitute an event in which gain or loss would be recognized by any noteholder; and

(3)

we deliver an opinion to the effect that the transfer does not require registration of the interest under the Securities Act or state securities laws except for any registration that has been duly completed and become effective.

We may consolidate with, merge into, or sell our business to another entity, in accordance with the transfer agreement if the following conditions are satisfied:

(1)

the entity, if other than us, formed by the consolidation or merger or that acquires our property and assets:

(a)

is organized under the laws of the United States or any one of its states and is either (x) a business entity that may not become a debtor in a proceeding under the bankruptcy code or (y) a special-purpose corporation, the powers and activities of which are limited to the performance of our obligations under the transfer agreement and other transaction documents; and

(b)

expressly assumes, by a supplemental agreement, each of our covenants and obligations;

(2)

we deliver to the trust an officer’s certificate stating that the merger, consolidation or transfer and the related supplemental agreement comply with any applicable terms of the transfer agreement and that all conditions precedent relating to the applicable transaction have been complied with and an opinion of counsel to the effect that, the related supplemental agreement is valid and binding with respect to the surviving entity, enforceable against the surviving entity, subject to insolvency and equity related exceptions; and

(3)

the Rating Agency Condition must be satisfied with respect to the transaction.

The conditions described in this paragraph do not apply to any consolidation or merger if we would be the surviving entity.

The Trust

GE Capital Credit Card Master Note Trust

GE Capital Credit Card Master Note Trust—which is referred to in this prospectus and the accompanying prospectus supplement as the “trust” or the “issuing entity”—will issue your notes. The trust is a statutory trust created under the laws of the State of Delaware. It is operated under a trust agreement, dated as of September 25, 2003, between us and BNY Mellon Trust of Delaware, as owner trustee. We are the sole equity member of the trust.

The activities of the trust consist of:

•

acquiring and owning the trust assets and the proceeds of those assets;

•

issuing and making payments on the notes, the transferor certificate and any supplemental certificates issued by the trust; and

•

engaging in related activities.

The trust may not engage in any activity other than in connection with the activities listed above or other than as required or authorized by the trust agreement, the agreements pursuant to which the receivables are transferred from the bank to us and from us to the trust, the indenture and the indenture supplements or any related agreements. The fiscal year of the trust ends on December 31 ^st of each year, unless changed by the trust. The trust will notify the indenture trustee of any change in its fiscal year.

The trust agreement may be amended by us and the owner trustee if the Rating Agency Condition has been satisfied and we have delivered an officer’s certificate to the effect that the amendment will not adversely affect in any material respect the interests of the noteholders. Without the consent of all noteholders, no amendment to the trust agreement may increase or reduce in any manner the amount of, or accelerate or delay the timing of, distributions that are required to be made for the benefit of the noteholders or reduce the percentage of the outstanding principal balance of the notes, the holders of which are required to consent to any amendment.

The administrator may perform certain discretionary activities with regard to the administration of the trust and the notes, as described in “— Administrator ” in this prospectus. The servicer may also perform certain discretionary activities with regard to the trust’s assets, as described in “ The Servicers ” in this prospectus. We, as holder of the transferor certificate, may also direct the owner trustee to perform certain discretionary activities with regard to the trust, as described in “ The Owner Trustee—Duties and Responsibilities of Owner Trustee ” in this prospectus.

The trust’s principal offices are at the following address: c/o General Electric Capital Corporation, as administrator, 777 Long Ridge Road, Stamford, Connecticut 06927. The trust’s phone number is (203) 585-6190.

Restrictions on Activities

As long as the notes are outstanding, the trust will not, among other things:

•

except as expressly permitted by the indenture or the transfer agreement, sell, transfer, exchange or otherwise dispose of any of the assets of the trust;

•

claim any credit on, or make any deduction from payments in respect of the principal and interest payable in respect of, the notes—other than amounts withheld under the Code or applicable state law—or assert any claim against any present or former noteholder because of the payment of taxes levied or assessed upon the assets of the trust that secure the notes;

•

voluntarily dissolve or liquidate in whole or in part or reorganize its business or affairs;

•

permit (A) the validity or effectiveness of the indenture or the lien under the indenture to be impaired, or permit any person to be released from any covenants or obligations with respect to the notes under the indenture except as may be expressly permitted by the indenture, (B) any lien or other claim of a third party to be created with respect to the assets of the trust securing the notes or (C) the lien of the indenture not to constitute a valid first priority perfected security interest in the assets of the trust that secure the notes;

•

engage in any business or activity other than in connection with, or relating to the financing, purchasing, owning, selling and servicing of the transferred receivables and the other property securing the notes, the issuance of the notes and the other transactions contemplated by the trust agreement and other transaction documents as described under “— GE Capital Credit Card Master Note Trust ” in this prospectus;

•

incur, assume or guarantee any indebtedness other than the notes, except as contemplated by the indenture and other transaction documents;

•

make any loan or advance to any person; or

•

consent to any reduction in periodic finance charges assessed on any transferred receivable transferred under the transfer agreement without the consent of noteholders representing more than a majority of the outstanding principal amount of each affected series of notes if the reduction would cause the trust to fail to make required payments under the indenture on any payment date.

The indenture also provides that the trust may not consolidate with, merge into or sell its business to, another entity, unless:

(1)

the entity:

(a)

is organized under the laws of the United States or any one of its states;

(b)

is not subject to regulation as an “investment company” under the Investment Company Act of 1940;

(c)

expressly assumes, by supplemental indenture, the trust’s obligation to make due and punctual payments upon the notes and the performance of every covenant of the trust under the indenture;

(d)

in the case of a sale of the trust’s business, expressly agrees, by supplemental indenture that (i) all right, title and interest so conveyed or transferred by the trust will be subject and subordinate to the rights of the noteholders and (ii) it will make all filings with the Securities and Exchange Commission required by the Securities Exchange Act of 1934 in connection with the notes; and

(e)

in the case of a sale of the trust’s business, expressly agrees to indemnify the indenture trustee for any loss, liability or expense arising under the indenture and the notes;

(2)

no event of default will exist immediately after the merger, consolidation or sale;

(3)

the Rating Agency Condition has been satisfied;

(4)

the trust will have received an opinion of counsel to the effect that for federal income tax purposes:

(a)

the transaction will not adversely affect the tax characterization as debt of any outstanding class of notes as to which an opinion of counsel was delivered at the time of their issuance that those notes would be characterized as debt;

(b)

the transaction will not cause the trust to be deemed to be an association or publicly traded partnership taxable as a corporation; and

(c)

the transaction will not cause or constitute an event in which gain or loss would be recognized by any noteholder;

(5)

any action necessary to maintain the lien and security interest created by the indenture will have been taken; and

(6)

the trust has delivered to the indenture trustee an opinion of counsel and officer’s certificate each stating that the consolidation, merger or sale satisfies all requirements under the indenture and that the supplemental indenture is duly authorized, executed and delivered and is valid, binding and enforceable.

Administrator

GE Capital acts as administrator for the trust. See “ The Sponsor—GE Capital Retail Bank ” in this prospectus for a description of the business of GE Capital.

The administrator will provide the notices and perform on behalf of the trust other administrative duties of the trust under the transfer agreement, the servicing agreement and the indenture. The administrator, on behalf of the trust, will monitor the performance of the trust under the transfer agreement, the servicing agreement and the indenture and advise the trust when action is necessary to comply with the trust’s duties under those agreements. The administrator will prepare, or cause to be prepared, for execution by the trust, all documents, reports, filings, instruments, certificates and opinions that the trust is required to prepare, file or deliver under the transfer agreement, the servicing agreement and the indenture and will take all appropriate action that is the duty of the trust or the owner trustee to take under those agreements, including:

•

enforcing the obligations of the servicer under the servicing agreement and the delivery of a servicer termination notice and appointment of a successor servicer under the circumstances described in “ The Servicers—Servicer Default; Successor Servicer ” in this prospectus;

•

the removal of the indenture trustee and the appointment of a successor indenture trustee under the circumstances described in “ The Indenture Trustee—Resignation or Removal of Indenture Trustee ” in this prospectus; and

•

the removal of the owner trustee and the appointment of a successor owner trustee upon the resignation or removal of the owner trustee.

With respect to any matters that in the reasonable judgment of the administrator are non-ministerial, the administrator will not take any action unless the administrator has first notified the owner trustee or the trust, as applicable, of the proposed action within a reasonable amount of time prior to the taking of that action and the owner trustee or the trust has consented to that action or provided alternative direction. Non-ministerial matters that may be performed by the administrator on behalf of the trust include:

•

the initiation or settlement of any claim or lawsuit brought by or against the trust other than in connection with the collection of the transferred receivables;

•

the amendment of the servicing agreement, the transfer agreement, the indenture or any other related document; and

•

the appointment of successor note registrars, paying agents, indenture trustees, administrators and servicers.

The administrator is an independent contractor and is not subject to the supervision of the trust or the owner trustee concerning the manner in which it performs its obligations under the administration agreement.

As compensation for the performance of its duties under the administration agreement and as reimbursement for its expenses relating to those duties, the administrator is entitled to receive $350 per month payable in arrears on each payment date. Payment of this fee is solely an obligation of the trust.

The administrator may resign by providing the trust and the servicer with at least 60 days’ prior written notice. Upon resignation of the administrator, the resigning administrator will continue to perform its duties as administrator until the later of (a) 45 days after delivery to the trust, the indenture trustee and the servicer of notice of its resignation and (b) the date on which the resigning administrator becomes unable to act as administrator as specified in the notice of resignation and an accompanying opinion of counsel.

The trust may remove the administrator without cause by providing the administrator and the servicer with at least 60 days’ prior written notice. At the sole option of the trust, the administrator may also be removed immediately upon written notice of termination from the trust to the administrator and us if any of the following events occurs:

•

the administrator defaults in the performance of any of its duties and, after notice of the default, does not cure the default within ten days or, if the default cannot be cured in ten days, does not give, within ten days, assurance of cure that is reasonably satisfactory to the trust; or

•

certain bankruptcy or insolvency related events relating to the administrator.

Upon the administrator’s receipt of notice of termination, the predecessor administrator will continue to perform its duties as administrator until the date specified in the notice of termination or, if no date is specified in a notice of termination, until receipt of notice.

If the administrator is terminated, the trust will appoint a successor administrator. No resignation or removal of the administrator will be effective until a successor administrator has been appointed by the trust and the Rating Agency Condition has been satisfied with respect to the appointment.

The administrator will indemnify the trust and its employees, trustees and agents against any liabilities and expenses incurred without gross negligence or willful misconduct on their part, arising out of or in connection with the instructions given by the administrator under the administration agreement or the failure by the administrator to perform its obligations under the administration agreement.

The administration agreement may be amended by the trust and the administrator.

Capitalization of Trust; Minimum Free Equity Amount

The trust’s capital structure has three main elements:

•

notes issued to investors, which are summarized in Annex I to your prospectus supplement;

•

excess collateral amounts, which are portions of the transferred receivables that provide credit enhancement for various series of notes by absorbing losses and uncovered dilution on the transferred receivables allocated to the related series to the extent not covered by finance charge collections available to that series; and

•

the free equity amount, as described below.

We use the term “equity amount” to refer to the result of the following calculation:

•

the sum of the total amount of principal receivables (including the principal amount of any participation interests held by the trust), plus any balance in the excess funding account and the amount of principal collections on deposit in other trust accounts; minus

•

the aggregate outstanding principal amount of all of the trust’s notes.

The equity amount at any time may exceed the sum of the excess collateral amounts for all series of notes. We refer to this excess amount, if any, as the Free Equity Amount. We are required to maintain a minimum Free Equity Amount at

least equal to the Minimum Free Equity Amount. The calculations of the Free Equity Amount and the Minimum Free Equity Amount are described more specifically in the “ Glossary of Terms for Prospectus ” in this prospectus.

On each business day on which the Free Equity Amount is less than the Minimum Free Equity Amount, the servicer, on behalf of the trust, will deposit collections of transferred principal receivables and excess shared principal collections otherwise distributable to us or our assigns into the excess funding account until the Free Equity Amount equals the Minimum Free Equity Amount. On any payment date on which one or more series are in an amortization period, the trust will determine the aggregate amounts of principal shortfalls, if any, for these series remaining after application of shared principal collections, as described under “ Description of the Notes — Shared Principal Collections ” in this prospectus, and will instruct the indenture trustee to withdraw funds on deposit in the excess funding account to cover remaining principal shortfalls, subject to the limitations described in the following sentence. The amount to be withdrawn from the excess funding account and treated as shared principal collections for any payment date may not exceed the amount by which the Free Equity Amount would be less than zero if there were no funds on deposit in the excess funding account on that payment date.

In addition, as described in “ The Trust Portfolio—Addition of Trust Assets ” in this prospectus, if at the end of any Monthly Period, the Free Equity Amount is less than the Minimum Free Equity Amount, we will be required to designate additional accounts to the trust.

Transfer and Assignment of Receivables

Under a receivables purchase agreement entered into by the bank in 1997, the bank, in its capacity as transferor, transferred receivables in designated accounts on an ongoing basis to RFS Funding Trust or its predecessor, RFS Funding Incorporated. RFS Funding Trust was a special purpose Delaware statutory trust that, among other things, issued a certificate representing a beneficial interest in the transferred receivables, which certificate was the primary initial asset of the trust. As of September 25, 2003, the 1997 agreement was replaced by two new agreements:

•

the receivables sale agreement, between the bank, as seller, and us, as buyer—which we refer to as the receivables sale agreement; and

•

a receivables purchase and contribution agreement between us, as seller, and RFS Funding Trust, as buyer—which we refer to as the trust receivables purchase agreement.

Under the receivables sale agreement, the bank has designated a pool of accounts and transfers receivables in the designated accounts to us on an ongoing basis. The bank may also designate additional accounts under the receivables sale agreement in the future, and the receivables existing in those accounts and any receivables arising in those accounts in the future will be transferred to us. Prior to August 16, 2004, under the trust receivables purchase agreement, in our capacity as transferor, we transferred all receivables sold to us by the bank to RFS Funding Trust. On August 16, 2004, RFS Funding Trust transferred and assigned all then existing transferred receivables to the trust. RFS Funding Trust was then terminated. Since August 16, 2004, we have transferred all receivables sold to us by the bank to the trust under a transfer agreement between us and the trust. The trust receivables purchase agreement terminated along with RFS Funding Trust, but the representations and warranties relating to transferred receivables that we made under that agreement survived that termination and have been transferred to the trust.

On February 26, 2009, we designated certain accounts in the trust portfolio as removed accounts and the related receivables were reassigned to us. We transferred such receivables to PLT Holding, L.L.C., and on the removal date the bank entered into a receivables purchase agreement with PLT Holding pursuant to which the bank has transferred all newly created receivables originated in the removed accounts after the removal date to PLT Holding. On March 21, 2012, the bank designated a subset of the accounts previously removed from the trust portfolio as additional accounts. On the related account addition date, PLT Holding sold to us all receivables then existing in the additional accounts pursuant to the receivables sale agreement, and we transferred such receivables to the trust. After the addition date, any receivables arising in such accounts will be transferred directly by the bank to us, and will not be sold to PLT Holding. PLT Holding was designated as an additional seller under the receivables sale agreement with respect to such receivables, but PLT Holding is not expected to sell additional receivables under the receivables sale agreement in the future. RFS Holding, Inc., which owns 100% of the ownership interest in PLT Holding, was also added as a seller under the receivables sale agreement, solely for the purpose of assigning to us any interest that it might retain in the receivables being transferred by PLT Holding to us, as a result of having financed PLT Holding’s acquisition of such receivables. RFS Holding, Inc. will have no other obligations under the receivables sale agreement.

We obtain funds to purchase receivables from the bank under an intercompany line of credit with RFS Holding, Inc., which is a subsidiary of GE Capital and our direct parent. RFS Holding, Inc. in turn finances advances to us under an intercompany line of credit with GE Capital. We use a portion of the proceeds of the notes and collections on the receivables that are distributed to us to reduce the outstanding amount under the line of credit with RFS Holding, Inc. from time to time.

If a receiver or conservator is appointed for the bank or we become a debtor in a bankruptcy case or other specified liquidation, bankruptcy, insolvency or similar events occur or the bank becomes unable for any reason to transfer receivables to us in accordance with the receivables sale agreement, we will immediately cease to purchase receivables under the receivables sale agreement.

We, the bank and each other person that is designated as a seller under the receivables sale agreement have indicated and, in connection with each future transfer of receivables to the trust, will indicate in our computer files or books and records that the receivables have been conveyed to the trust. In addition, we and the bank have provided or caused to be provided and, in connection with each future designation of trust accounts, will provide, or cause to be provided, to the indenture trustee, computer files or microfiche lists, containing a true and complete list showing each trust account, identified by account number. Neither we, the bank nor any other seller will deliver to the indenture trustee any other records or agreements relating to the trust accounts or the transferred receivables, except in connection with additions or removals of accounts. Except as stated in this paragraph, the records and agreements that the bank maintains relating to the trust accounts and the transferred receivables are not and will not be segregated from other documents and agreements relating to other credit card accounts and receivables and are not and will not be stamped or marked to reflect the transfers described in this paragraph, but the bank’s or other applicable seller’s computer records are and will be required to be marked to evidence these transfers. We, the bank and each other seller under the receivables sale agreement have filed in all appropriate jurisdictions Uniform Commercial Code financing statements with respect to the transferred receivables meeting the requirements of applicable law. See “ Risk Factors—Some liens may be given priority over your notes, which could cause delayed or reduced payments ” and “— Perfection and Priority of Security Interests ” in this prospectus.

Perfection and Priority of Security Interests

In the receivables sale agreement, the bank and each other seller will represent and warrant that its transfer of receivables constitutes a valid sale and assignment of all of its right, title and interest in and to the receivables. In the transfer agreement, we will represent and warrant that the transfer agreement creates in favor of the trust (x) a valid first-priority perfected security interest in our rights in the receivables in existence on the date of termination of RFS Funding Trust or at the time that receivables in additional accounts are transferred, as the case may be, and (y) a valid first-priority perfected security interest in our rights in the receivables arising in accounts already designated for the trust portfolio on and after their creation, in each case until termination of the trust. For a discussion of the trust’s rights arising from these representations and warranties not being satisfied, see “ The Trust Portfolio—Representations and Warranties of the Depositor ” in this prospectus.

We will represent in the transfer agreement and the bank and each other seller will represent in the receivables sale agreement that the receivables are “accounts” or “general intangibles” for purposes of the UCC. Both the sale of accounts and general intangibles that are payment intangibles and the transfer of accounts and general intangibles as security for an obligation are subject to the provisions of Article 9 of the UCC. Therefore, we, the bank and each other seller will file appropriate UCC financing statements to perfect the respective transferee’s security interest in the receivables.

There are limited circumstances in which prior or subsequent transferees of receivables could have an interest in those receivables with priority over the trust’s interest. Under the receivables sale agreement, however, the bank and each other seller will represent and warrant that it has transferred the receivables to us free and clear of the lien of any third party other than the trust and the indenture trustee, subject to specified liens permitted by the receivables sale agreement. In addition, the bank will covenant that it will not sell, create or permit to exist any lien on any receivable, subject to specified liens permitted by the receivables sale agreement. Similarly, under the trust receivables purchase agreement and the transfer agreement, we represented and warranted, or will represent and warrant, that the receivables were transferred to RFS Funding Trust or the trust, as the case may be, free and clear of the lien of any third party other than the indenture trustee, subject to specified liens permitted by the trust receivables purchase agreement and the transfer agreement. In addition, we will covenant that we will not create or permit to exist any lien on any receivable other than to the trust, subject to specified liens permitted by the transfer agreement. Nevertheless, a tax, governmental or other nonconsensual lien on our property, the bank’s property or the property of any other seller arising prior to the time a receivable is transferred to the trust may have priority over the trust’s interest in that receivable. Furthermore, if the FDIC were appointed as the bank’s receiver or conservator, administrative expenses of the receiver or conservator may have priority over the trust’s interest in the receivables.

So long as the conditions discussed in “ The Servicers—Collections; Commingling ” in this prospectus continue to be satisfied, the servicer, on behalf of the trust, will be permitted to make deposits of collections on a monthly basis. Cash collections held by the servicer, on behalf of the trust, therefore will be commingled and used for the benefit of the servicer prior to each payment date, and the trust may not have a first-priority perfected security interest in those collections. In addition, if a receiver or conservator were appointed for the bank, the indenture trustee may not be able to obtain, or may experience delays in obtaining, control of collections that are in possession of the bank at the time of such appointment. If any such event occurs, the amount payable to you could be lower than the outstanding principal and accrued interest on the notes, thus resulting in losses to you.

Conservatorship and Receivership; Bankruptcy

The bank is a federal savings bank and is regulated and supervised principally by the Office of the Comptroller of the Currency, which is required to appoint the FDIC as conservator or receiver for the bank if specified events occur relating to the bank’s financial condition or the propriety of its actions. In addition, the FDIC could appoint itself as conservator or receiver for the bank.

In its role as conservator or receiver, the FDIC would have broad powers to repudiate contracts to which the bank was a party if the FDIC determined that the contracts were burdensome and that repudiation would promote the orderly administration of the bank’s affairs. Among the contracts that might be repudiated is the receivables sale agreement under which the bank transfers receivables to us.

Also, we could not exercise any right or power to terminate, accelerate, or declare a default under the receivables sale agreement, or otherwise affect the bank’s rights under the receivables sale agreement without the FDIC’s consent, for 90 days after the receiver is appointed or 45 days after the conservator is appointed, as applicable. During the same period, the FDIC’s consent would also be needed for any attempt to obtain possession of or exercise control over any property of the bank. The requirement to obtain the FDIC’s consent before taking these actions relating to a bank’s contracts or property is sometimes referred to as an “automatic stay.”

The FDIC’s repudiation power would enable the FDIC to repudiate any ongoing repurchase or indemnity obligations of the bank under the transaction documents. However, because we have structured, and will structure, the transfers of receivables under the receivables sale agreement between the bank, the other sellers and us, as well as the transfer of the receivables under the receivables purchase agreement between the bank and PLT Holding, with the intent that such transfers would be characterized as legal true sales, the FDIC should not be able to recover the transferred receivables using its repudiation power.

Nevertheless, if the transfers of receivables by the bank to us or PLT Holding were not respected as legal true sales, then we or PLT Holding, as applicable, would be treated as having made a loan to the bank, secured by the transferred receivables. The FDIC ordinarily has the power to repudiate a secured loan and then recover the collateral after paying damages in an amount equal to the lender’s “actual direct compensatory damages” determined as of the date of the FDIC’s appointment as conservator or receiver. There is no statutory definition of “actual direct compensatory damages,” but the term does not include damages for lost profits or opportunity.

The FDIC has adopted a “safe harbor” rule that enables investors in asset backed securities to avoid the risk of indirect recovery of receivables described above if the conditions of the safe harbor are satisfied. Under the rule, the FDIC has stated that, if certain conditions are met, it will not use its repudiation power to reclaim, recover or recharacterize as property of an FDIC-insured bank any financial assets transferred by that bank in connection with a securitization transaction. the bank cannot guarantee that any issuance of notes will have the benefit of the safe harbor rule and no legal opinion will be

delivered in connection with the issuance of the notes as to the applicability of the safe harbor to the transfers of the receivables to us.

Regardless of whether the transfers under the receivables sale agreement between the bank, PLT Holding and us are respected as legal true sales, as conservator or receiver for the bank, the FDIC could:

• require the issuing entity or any of the other transaction parties to go through an administrative claims procedure to establish its rights to payments collected on the receivables; or

• request a stay of proceedings to liquidate claims or otherwise enforce contractual and legal remedies against the bank.

If bankruptcy, insolvency or similar proceedings occur with respect to the bank, we will promptly notify the indenture trustee and an early amortization event will occur with respect to each series. Under the transfer agreement, newly created receivables will not be transferred to the trust on and after any of these bankruptcy or insolvency related events.

We and the trust are separate, bankruptcy-remote affiliates of the bank, and our operating agreement and the trust agreement for the trust contain limitations on the nature of our business and the business of the trust, respectively. The indenture trustee and each noteholder by its acceptance of a note have agreed that it will not directly or indirectly institute or cause to be instituted against the trust any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceeding under any federal or state bankruptcy law unless noteholders of not less than 66⅔% of the outstanding principal amount of each class of notes has approved such filing. They will also covenant not to institute this type of proceeding against us in any case.

If, however, we or the trust became a debtor in a bankruptcy case, a court could conclude that we effectively still own the transferred receivables. This could happen if a court presiding over our bankruptcy were to conclude either that the transfers of the receivables to the trust were not “true sales” or that we and the trust should be treated as the same person for bankruptcy purposes. In addition, if any seller under the receivables sale agreement that is eligible to be a debtor in a bankruptcy case were to become a debtor in a bankruptcy case, a court could conclude that such transfers were not “true sales” of such receivables and that as a result such seller still owned such transferred receivables. If any of the bankruptcy-related events described in this paragraph were to occur, then you could experience delays in payment on the notes and possible reductions in the amount of those payments as a result of:

• the automatic stay which prevents secured creditors from exercising remedies against a debtor in bankruptcy without permission from the court and provisions of the bankruptcy code that permit substitution of collateral;

• tax or government liens on our property that arose prior to the transfer of a receivable to the trust having a right to be paid from collections before the collections are used to make payments on the notes; or

• the fact that the trust might not have a perfected interest in any cash collections on the receivables held by the servicer at the time that a bankruptcy proceeding begins. See “The Servicers—Collections; Commingling” in this prospectus for a description of the time the servicer is allowed to commingle collections with its funds.

Application of federal and state insolvency and debtor relief laws would affect the interests of the noteholders if those laws result in any receivables being charged-off as uncollectible. See “ The Servicers—Defaulted Receivables; Dilution; Investor Charge-Offs ” in this prospectus.

FDIC’s Orderly Liquidation Authority under the Dodd-Frank Act

The Dodd-Frank Act, among other things, gives the FDIC authority to act as receiver of bank holding companies, financial companies and their subsidiaries in specific situations under the Orderly Liquidation Authority (“ OLA ”) as described in more detail below. The OLA provisions became effective on July 22, 2010. The proceedings, standards, powers of the receiver and many other substantive provisions of OLA differ from those of the United States bankruptcy code in several respects. To address some of these differences, the FDIC in July of 2011 adopted a regulation confirming that the treatment under OLA of preferential transfers is intended to be consistent with similar provisions in, and doctrines developed under, the United States bankruptcy code. In addition, because the legislation remains subject to clarification through FDIC regulations and has yet to be applied by the FDIC in any receivership, it is unclear exactly what impact these provisions will have on any particular company, including General Electric Capital Corporation, us, the sellers (other than the bank) or the issuing entity, or its creditors.

There is uncertainty about which companies will be subject to OLA rather than the bankruptcy code. For a company to become subject to OLA, the Secretary of the Treasury (in consultation with the President of the United States) must determine, among other things, that the company is in default or in danger of default, the failure of such company and its resolution under the bankruptcy code would have serious adverse effects on financial stability in the United States, no viable private sector alternative is available to prevent the default of the company and an OLA proceeding would mitigate these adverse effects. We, the sellers (other than the bank) and the issuing entity could also potentially be subject to the provisions of OLA as “covered subsidiaries” of GE Capital. For us or the issuing entity to be subject to receivership under OLA (1) the FDIC would have to be appointed as receiver for GE Capital under OLA and (2) the FDIC and the Secretary of the Treasury would have to jointly determine that (a) we, such seller or the issuing entity, as applicable, were in default or in danger of default, (b) the liquidation of that covered subsidiary would avoid or mitigate serious adverse effects on the financial stability or economic conditions of the United States and (c) such appointment would facilitate the orderly liquidation of GE Capital.

No assurance can be given that OLA would not apply to GE Capital, us, any seller (other than the bank) or the issuing entity or, if it were to apply, that the timing and amounts of payments to the related series of noteholders would not be less favorable than under the bankruptcy code.

If the FDIC were appointed receiver of GE Capital, us or the issuing entity under OLA, the FDIC would have various powers under OLA, including the power to repudiate any contract to which GE Capital, we, any seller (other than the bank) or the issuing entity, as applicable, was a party, if the FDIC determined that performance of the contract was burdensome and that repudiation would promote the orderly administration of GE Capital’s affairs. Among the contracts that might be repudiated are the receivables sale agreement, servicing agreement, the administration agreement, the transfer agreement and the indenture. In January 2011, the Acting General Counsel of the FDIC issued an advisory opinion covering, among other things, its intended application of the FDIC’s repudiation power under OLA. In that advisory opinion, the Acting General Counsel stated that nothing in the Dodd-Frank Act changes the existing law governing the separate existence of separate entities under other applicable law. As a result, the Acting General Counsel was of the opinion that the FDIC as receiver for a covered financial company or a covered subsidiary, which could include GE Capital or its subsidiaries (including the depositor, the issuing entity and any seller (other than the bank) that is a subsidiary of GE Capital), cannot repudiate a contract or lease unless it has been appointed as receiver for an entity that is party to the contract or lease or the separate existence of that entity may be disregarded under other applicable law. In addition, the Acting General Counsel was of the opinion that until such time as the FDIC Board of Directors adopts a regulation further addressing the application of Section 210(c) of the Dodd-Frank Act, if the FDIC were to become receiver for a covered financial company or a covered subsidiary, the FDIC will not, in the exercise of its authority under Section 210(c) of the Dodd-Frank Act, reclaim, recover, or recharacterize as property of that covered financial company or the receivership assets transferred by that covered financial company prior to the end of the applicable transition period of a regulation provided that such transfer satisfies the conditions for the exclusion of such assets from the property of the estate of that covered financial company under the United States Bankruptcy Code. Although this advisory opinion does not bind the FDIC or its Board of Directors, and could be modified or withdrawn in the future, the advisory opinion also states that the Acting General Counsel will recommend that the FDIC Board of Directors incorporates a transition period of 90 days for any provisions in any further regulations affecting the statutory power to disaffirm or repudiate contracts. The foregoing Acting General Counsel’s interpretation applies to all notes issued by revolving trusts or master trusts prior to the end of the applicable transition period. To the extent any future regulations or subsequent FDIC actions in an OLA proceeding involving GE Capital or its subsidiaries (including the depositor, the issuing entity and any other seller (other than the bank) that is a subsidiary of GE Capital), are contrary to this advisory opinion, payment or distributions of principal and interest on the notes issued by the trust could be delayed or reduced.

In addition, if we or any seller (other than the bank) were to become subject to OLA as a covered subsidiary, the FDIC as receiver could assert that we or such seller, as applicable, still effectively own the transferred receivables and that the issuing entity should be treated as having made a loan to us or such seller, as applicable, secured by the transferred receivables. The FDIC ordinarily has the power to repudiate secured loans and then recover the collateral after paying damages, as described further below, to the lenders. If the FDIC repudiated that loan, the amount of compensation that the FDIC would be required to pay would be limited to “actual direct compensatory damages” determined as of the date of the FDIC’s appointment as receiver. There is no general statutory definition of “actual direct compensatory damages” in this context, but the term does not include damages for lost profits or opportunity. However, under OLA, in the case of any debt for borrowed money, actual direct compensatory damages is no less than the amount lent plus accrued interest plus any accreted original issue discount as of the date the FDIC was appointed receiver and, to the extent that an allowed secured claim is secured by property the value of which is greater than the amount of such claim and any accrued interest through the date of repudiation or disaffirmance, such accrued interest.

The FDIC could also:

•

require the issuing entity or other transaction parties to go through an administrative claims procedure to establish its rights to payments collected on the receivables if the FDIC is appointed as receiver for us or the applicable seller

•

request a stay of proceedings to liquidate claims or otherwise enforce contractual and legal remedies against us or the issuing entity;

•

repudiate GE Capital’s ongoing servicing obligations under a servicing agreement, such as its duty to collect and remit payments or otherwise service the receivables if the FDIC is appointed for GE Capital; or

•

prior to any such repudiation of the servicing agreement, prevent any of the indenture trustee or the noteholders from appointing a successor servicer.

There are also statutory prohibitions on (1) any attachment or execution being issued by any court upon assets in the possession of the FDIC, as receiver, (2) any property in the possession of the FDIC, as receiver, being subject to levy, attachment, garnishment, foreclosure or sale without the consent of the FDIC and (3) any person exercising any right or power to terminate, accelerate or declare a default under any contract to which GE Capital, or we or the issuing entity as a covered subsidiary, is a party, or to obtain possession of or exercise control over any property of a party subject to the OLA, or affect any contractual rights of any party subject to the OLA, without the consent of the FDIC for 90 days after appointment of FDIC as receiver.

If the issuing entity were itself to become subject to OLA as a covered subsidiary, the FDIC may repudiate the debt of the issuing entity. In such an event, the related series of noteholders would have a secured claim in the receivership of the issuing entity but delays in payments on such series of notes and possible reductions in the amount of those payments could occur.

If the FDIC, as receiver for GE Capital, any applicable seller or the issuing entity, were to take any of the actions described above, payments or distributions of principal and interest on your notes could be delayed or reduced.

Annual Compliance Statement

The trust will be required to present to the indenture trustee, within 120 days after the end of each fiscal year of the trust, an officer’s certificate as to the performance of its obligations under the indenture.

The Servicers

GE Capital acts as servicer for the trust. GE Capital has entered into a subservicing agreement with GE Consumer Finance, Inc., a Delaware corporation. GE Consumer Finance, Inc. is a direct wholly-owned subsidiary of GE Capital and is primarily responsible for investor remittances and reporting, monitoring servicing compliance with the transaction documents and oversight and reconciliation of collections.

GE Capital has also entered into a subservicing agreement with the bank. Collections on the trust assets are primarily deposited into lockbox accounts owned by the bank prior to the deposit of such collections into trust accounts.

GE Capital may from time to time enter into additional subservicing arrangements with other affiliated companies. Notwithstanding any such subservicing arrangement, GE Capital remains primarily liable for all obligations under the servicing agreement.

GE Capital

GE Capital, a Delaware corporation, is the indirect parent of the bank and is an affiliate of both us and the trust. See “ The Sponsor—GE Capital ” in this prospectus. GE Capital has been engaged (including through predecessor entities) in servicing receivables since the 1930’s, and has been servicing securitized receivables since the late 1980’s. GE Capital has been servicing credit card receivables for more than 15 years.

GE Capital, acting through various affiliated subservicers, is the primary servicer for the bank’s credit card operations and performs servicing operations at offices located in sixteen cities throughout the United States, Canada, India and Mexico. The services provided within each location can be customized to support the particular requirements of each retailer. The internal control environment at each location ensures security while maximizing customer service. In addition, the servicers are responsible for following all federal, state and local laws, rules and regulations applicable to the credit card programs including but not limited to insurance laws, the Truth in Lending Act, the Equal Credit Opportunity Act, the Fair Credit Reporting Act, the Fair Credit Billing Act and the Fair Debt Collection Practices Act, each of their implementing regulations, and any applicable state laws. The bank monitors the servicers’ activities to ensure compliance.

Servicing Procedures

As servicer, GE Capital will agree to conduct the servicing, administration and collection of the receivables owned by the trust with reasonable care and diligence and in accordance with the credit card program agreements and the trust’s collection policies.

The servicer is authorized under the servicing agreement to take any and all reasonable steps determined by the servicer to be necessary or desirable and consistent with the ownership of the transferred receivables by the trust and the pledge of the transferred receivables to the indenture trustee to:

•

collect all amounts due under the transferred receivables, including endorsing its name on checks and other instruments representing collections on the transferred receivables;

•

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;

•

make withdrawals from the collection account and any other account established for a series of notes; and

•

take any action required or permitted under any enhancement for any class of notes.

In addition, after the transferred receivables become delinquent and to the extent permitted under and in compliance with applicable law and regulations, the servicer may take any and all reasonable steps determined by the servicer to be necessary or desirable to:

•

commence proceedings with respect to the enforcement of payment of the transferred receivables,

•

adjust, settle or compromise any payments due under the transferred receivables, and

•

initiate proceedings against any collateral securing the obligations due under the transferred receivables, in each case, consistent with the credit and collection policies,

The servicer will 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 the servicer in connection with servicing other credit card receivables.

On behalf of the trust, the servicer will also direct the paying agent to make payments on the notes.

The servicer will be required to 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 those actions, and in an amount, in each case as the servicer believes to be reasonable from time to time.

Data Processing

Certain data processing and administrative functions associated with the servicing of a portion of the bank’s credit card portfolio are currently being performed on behalf of the bank by First Data Resources, Inc. First Data Resources, Inc. was established in 1971 as the data processing unit of Mid-America Bankcard Association. In 1980, American Express acquired First Data Resources, Inc. and in 1992, First Data Resources, Inc. became an independent company as a subsidiary of First Data Corp. According to First Data Resources, Inc., it is a global provider of comprehensive transaction processing products and services to credit, debit, commercial, private label and other prepaid card offerings. First Data Resources, Inc.’s home office in the United States is located in Greenwood Village, Colorado.

Collection Account and other Trust Accounts

The trust has established and maintains a collection account and an excess funding account. Both the collection account and the excess funding account must be segregated accounts maintained in the corporate trust department of the indenture trustee or maintained with a depository institution that has either a short-term or long-term unsecured debt rating acceptable to each of the rating agencies.

The funds on deposit in these accounts may only be invested, at the direction of the administrator, in highly rated investments that meet the criteria described in the indenture or the related indenture supplement for that series. Investment earnings on amounts on deposit in the excess funding account will be treated as finance charge collections and allocated to each series based on the respective allocation percentages for each series. Investment earnings on amounts in the collection account will be withdrawn from the collection account and paid to us.

The servicer will make all determinations with respect to the deposit of collections to the trust accounts and the transfer and disbursement of those collections. No party will independently verify the account activity for the trust accounts.

Collections; Commingling

The trust currently is required to deposit, or cause to be deposited by the servicer, into the collection account, all payments made on transferred receivables during any Monthly Period by no later than the first payment date after the end of that Monthly Period. The trust may continue making monthly deposits of these collections, so long as GE Capital remains the servicer and one of the following conditions is satisfied:

(1)

the servicer provides to the trust a letter of credit, surety bond or other arrangement covering risk of collection from the servicer acceptable to the rating agencies;

(2)

the servicer has and maintains a short-term debt rating of at least A-1 by Standard & Poor’s, if rated by Standard & Poor’s, F-1 by Fitch, if rated by Fitch, and P-1 by Moody’s, if rated by Moody’s; or

(3)

with respect to collections allocated to any series, any other conditions specified in the related indenture supplement are satisfied.

GE Capital currently satisfies the requirements of clause (2) above.

If in the future the above requirements are no longer satisfied, the trust or the servicer, on behalf of the trust, will be required to deposit all payments made on the transferred receivables into the collection account by no later than the second business day after processing.

The servicer, on behalf of the trust, is only required to make daily or periodic deposits to the collection account during any Monthly Period to the extent that the funds are expected to be needed for deposit into other trust accounts or for distribution to noteholders or other parties on or prior to the related payment date. For this purpose, estimates of interest due on each series of notes and other trust expenses will be used to determine what funds are expected to be needed for deposit or distribution, based on the assumption that no early amortization event or event of default will occur, unless the trust has actual knowledge that such an event has occurred. If the collection account balance ever exceeds the amount expected to be

needed for those deposits or distributions, the servicer, on behalf of the trust, may withdraw the excess and release it to the trust for the trust’s own use. Subject to the immediately preceding sentence, the trust may retain and pay, or cause to be paid, directly to the servicer the servicing fee for any series and will not be required to deposit those amounts in the collection account.

Under the terms of each credit card processing agreement, many of the retailers accept payments on the accounts at their stores. These amounts are netted against payments owed by the bank to the retailers on a periodic basis. However, the bank is obligated to transfer the full amount of all payments made on transferred receivables, without giving effect to any netting of payments owed by the bank, into the collection account.

Delinquency and Collections Procedures

Efforts to collect delinquent receivables are made by GE Capital’s and certain of its affiliates’ collections departments and, if necessary, by external collection agencies and attorneys. As of the end of December 2011, GE Capital’s internal collection departments included several collection sites with approximately 600 full-time equivalent frontline collectors and approximately 80 full-time equivalent managers. GE Capital's internal collection sites are located in the continental United States, Puerto Rico, and India. The bank also utilizes Genpact International, which has approximately 650 full-time equivalent collectors and collection sites located in India, the Philippines and Guatemala.

External agencies are used for a portion of the bank’s collections efforts. These agencies are most often utilized for collection of pre-charge-off accounts that are 60 or more days delinquent, although external agencies may also be used for pre-charge-off accounts that are less than 60 days delinquent. Outsourcing is also used for locating cardholders who have moved without notifying the bank of their new address and when there is no valid phone number associated with an account on the system. External attorneys are used for pre-charge-off accounts that are deemed “noncollectable” or where the cardholder is unwilling to pay.

For accounts that are billed as 15 days past due, collection efforts vary from three to 14 days after the billing date. For accounts that are billed as 30 or more days past due, collection efforts generally begin one day after the billing date. Typically, more than four attempts to contact the obligor on an account will be made per day until contact is made. If a cardholder promises to pay, 10 days is the longest time period between attempts to the cardholder. Collection efforts are based upon customer account characteristics. These characteristics include the cardholder’s payment history and delinquency status, and whether the account was a first payment default. These characteristics are analyzed to determine the optimal collection strategy, which could include scheduling an account to receive a telephone call, a letter or e-mail, a 2Way Connect call (interactive voice response), or no action at the present time. GE Capital and its affiliates use several collection strategy tools and related software packages to automate the collection process in addition to a standardized automated daily calling procedure that maximizes its opportunity to contact the cardholder. In addition, a collection website offers delinquent cardholders self serve options to resolve their delinquency.

Special payment plans are available to cardholders that are experiencing a financial hardship on a temporary basis. These programs can vary in length from three to 40 months, and may include receiving a reduction of both minimum payment due and the monthly APR. These programs require specific account criteria for eligibility and a monthly payment to remain in the program. Proposals from consumer credit counseling service agencies are reviewed for eligibility and if accepted cardholders can be enrolled in the particular workout program for up to 60 months.

Defaulted Receivables; Dilution; Investor Charge-Offs

Federal Financial Institutions Examination Council guidelines are followed for charge-off procedures relating to aged, bankrupt, fraudulent and deceased accounts. An account must be in existence for at least nine months and the cardholder must make three consecutive monthly minimum payments or an equivalent lump sum payment before an account can be re-aged. No account may be re-aged more than once in any twelve-month period or more than twice in a five-year period unless the cardholder qualifies for a troubled debt restructuring program, in which case one additional re-age is permitted during the five-year period.

An account is charged off as an aged credit loss after the account becomes 180 days past due. Charge-offs are executed on charge-off cycle dates which occur on various days during each Monthly Period. The number of different charge-off cycle dates in each Monthly Period varies, and as a result, the amount of charged-off receivables can vary between Monthly Periods with no corresponding change in the performance of the trust portfolio.

On the last day of the Monthly Period in which a receivable is charged-off, the receivable will be sold to us and will no longer be shown as an amount payable on the trust’s records. The purchase price that we pay to the trust for those defaulted receivables will be equal to the aggregate amount of recoveries on previously charged-off accounts that we have received from the bank for the same Monthly Period, which will be allocated to us on a reasonable basis based on the historical recovery experience for the bank’s portfolio of accounts.

Each series will be allocated a portion of defaulted receivables in each charged-off account in an amount equal to its allocation percentage on the date the account is charged-off, as specified in the related prospectus supplement, of the aggregate amount of transferred principal receivables in that account.

Unlike defaulted receivables, dilution, which includes reductions in transferred principal receivables as a result of returns, unauthorized charges and the like, is not intended to be allocated to any series. Instead, these reductions are applied to reduce the Free Equity Amount, and to the extent they would reduce the Free Equity Amount below zero, we are required to deposit the amount of the reduction into the excess funding account. However, if we default in our obligation to make a payment to cover dilution, then a portion of any resulting shortfall in receivables will be allocated to your series as specified in the accompanying prospectus supplement.

On each payment date, if the sum of the defaulted receivables and any dilution allocated to any series is greater than the finance charge collections and other funds available to cover those amounts as described in the related prospectus supplement, then the collateral amount for that series will be reduced by the amount of the excess. Any reductions in the collateral amount for any series on account of defaulted receivables and dilution will be reimbursed to the extent that finance charge collections and other amounts on deposit in the collection account are available for that purpose on any subsequent payment date as described in the related prospectus supplement.

Servicer’s Representations, Warranties and Covenants

The servicer will make customary representations and warranties to the trust as of the closing date for each series, including that:

•

the servicer is duly organized, validly existing and in good standing in its jurisdiction of organization and is duly qualified to do business and in good standing in each jurisdiction in which the servicing of the transferred receivables requires it to be qualified, except where the failure to comply would not reasonably be expected to have a material adverse effect on the servicer’s ability to perform its obligations under the servicing agreement or a material adverse effect on the transferred receivables or the trust’s rights in the transferred receivables;

•

the servicer has the power and authority to execute and deliver the servicing agreement and perform its obligations under the servicing agreement, and the servicing agreement is a valid and binding obligation of the servicer, enforceable against it, subject to insolvency and equity related exceptions;

•

no consent of, notice to, filing with or permits, qualifications or other action by any governmental authority is required for the due execution, delivery and performance of the servicing agreement, other than those that have already been obtained or made or where the failure to obtain any consent or take any action, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on the servicer’s ability to perform its obligations under the servicing agreement or a material adverse effect on the transferred receivables or the trust’s rights in the transferred receivables; and

•

there is no pending or, to its actual knowledge, threatened litigation of a material nature asserting the invalidity of the servicing agreement or seeking any determination or ruling that might materially and adversely affect the validity or enforceability of the servicing agreement.

The servicer will covenant and agree as follows:

•

to satisfy all obligations on its part under and in connection with the transferred receivables and the related accounts;

•

to maintain all necessary qualifications in order to properly service the transferred receivables and materially comply with applicable laws in connection with servicing the receivables and related accounts, if the failure to comply with those laws would cause a material adverse effect on the servicer’s ability to perform its obligations

under the servicing agreement and transaction documents or a material adverse effect on the transferred receivables or the trust’s rights in the transferred receivables; and

•

not to permit any rescission or cancellation of a transferred receivable except as ordered by a court or other governmental authority or in the ordinary course of its business and in accordance with the trust’s collection policies.

If the servicer breaches the above covenants with respect to any transferred receivable or the related account, and as a result, the trust’s rights in, to or under the related transferred receivables are materially impaired or the proceeds of the transferred receivables are not available to the trust free and clear of any lien, then no later than 60 days from the earlier to occur of the discovery of the breach by the servicer or the receipt by the servicer of notice of the breach from the trust, all transferred receivables in the accounts to which the breach relates will be assigned to the servicer. On or prior to the related payment date, the servicer will pay the trust an amount equal to the amount of the transferred receivables required to be assigned to the servicer. The servicer will not be required to accept assignment of the receivables if on any day prior to the end of the 60-day period described above, the relevant breach has been cured and the covenant has been complied with in all material respects and the servicer has delivered an officer’s certificate describing the nature of the breach and the manner in which the breach was cured.

Limitations on Servicer’s Liability

The servicer will indemnify the trust and its affiliates, and their respective directors, officers, employees, trustees or agents for any losses suffered as a result of the servicer’s material breach of its obligations under the servicing agreement, except in each case, for losses resulting from the bad faith, gross negligence or willful misconduct by the indemnified party or recourse for uncollectible receivables. No indemnity payments by the servicer will be paid from the assets of the trust.

Except as provided in the preceding paragraph, neither the servicer nor any of its directors, officers, employees or agents will be liable to the trust, the owner trustee, the indenture trustee, the noteholders or any other person for any action or for refraining from taking any action in good faith in its capacity as servicer under the servicing agreement. However, the servicer will not be protected against any liability resulting from willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of obligations and duties under the servicing agreement. In addition, the servicer is not under any obligation to appear in, prosecute or defend any legal action which is not incidental to its servicing responsibilities under the servicing agreement and which in its reasonable opinion may expose it to any expense or liability.

The servicer is not responsible under the servicing agreement to any person for indirect, punitive, exemplary or consequential damages arising from any transaction contemplated by the servicing agreement.

Servicer Default; Successor Servicer

The occurrence of any of the following events constitutes a servicer default:

(1)

failure by the servicer to make any payment, transfer or deposit on or before the date occurring 5 business days after the date that payment, transfer or deposit is required to be made or given by the servicer under the servicing agreement; provided that, if the delay or default could not have been prevented by the exercise of reasonable due diligence by the servicer and the delay or failure was caused by an act of God or other similar occurrence, then a servicer default will not be deemed to occur until 35 business days after the date of the failure;

(2)

failure on the part of the servicer to observe or perform in any material respect any of its other covenants or agreements in the servicing agreement if the failure has a material adverse effect on the trust which continues unremedied for a period of 60 days after notice to the servicer by the trust; provided that, if the failure could not have been prevented by the exercise of reasonable due diligence by the servicer and the delay or failure was caused by an act of God or other similar occurrence, then the servicer shall have an additional 60 days to cure the default;

(3)

the servicer delegates its duties, except as specifically permitted under the servicing agreement, and the delegation remains unremedied for 15 days after written notice to the servicer by the trust;

(4)

(a)

has a material adverse effect on the rights of the trust; and

(b)

continues to be incorrect in any material respect for a period of 60 days after notice to the servicer by the trust; provided that, if the delay or default could not have been prevented by the exercise of reasonable due diligence by the servicer and the delay or failure was caused by an act of God or other similar occurrence, then the servicer shall have an additional 60 days to cure the default;

(5)

specific insolvency, liquidation, conservatorship, receivership or similar events relating to the servicer; or

(6)

any other event specified in the accompanying prospectus supplement.

The determination of a servicer default shall be based solely on the provisions of the servicing agreement, and the occurrence of a material instance of noncompliance with the applicable servicing criteria specified in Item 1122(d) of Regulation AB will not be determinative that a servicer default has occurred.

The trust will covenant to the indenture trustee that it will notify the servicer of any failure or breach by the servicer described above if directed to do so by the indenture trustee or holders of not less than 25% of the aggregate outstanding principal amount of all series or, with respect to any failure by the servicer or any breach by the servicer of a representation, warranty or certification that does not relate to all series, holders of 25% of the aggregate outstanding principal amount of all series to which the failure or breach relates.

If a servicer default occurs, for so long as it has not been remedied, the trust may give notice to the servicer, terminating all of the rights and obligations of the servicer under the servicing agreement. The trust will covenant to the indenture trustee that it will deliver notice to the servicer terminating all of the rights and obligations of the servicer under the servicing agreement if a servicer default described in clause (5) above occurs or if any other servicer default occurs and it is directed to terminate the servicer by the holders representing a majority of the aggregate outstanding principal amount of each affected series of notes.

Within 30 days after the trust gives notice of termination to the servicer, the trust will appoint a successor servicer. Because the bank, as servicer, has significant responsibilities with respect to the servicing of the transferred receivables, the indenture trustee may have difficulty finding a suitable successor servicer. Potential successor servicers may not have the capacity to adequately perform the duties required of a successor servicer or may not be willing to perform those duties for the amount of the servicing fee currently payable under the servicing agreement. If no successor has been appointed and has accepted the appointment by the time the servicer ceases to act as servicer, the indenture trustee will automatically become the successor. Deutsche Bank Trust Company Americas, the indenture trustee, does not have credit card operations. If Deutsche Bank Trust Company Americas is automatically appointed as successor servicer it may not have the capacity to perform the duties required of a successor servicer and current servicing compensation under the servicing agreement may not be sufficient to cover its actual cost and expenses of servicing the accounts. If the indenture trustee is legally unable to act as servicer or if a majority of the noteholders so request in writing to the indenture trustee, the indenture trustee will appoint or petition a court of competent jurisdiction to appoint an eligible servicer.

The trust has agreed in the indenture to enforce the obligations of the servicer under the servicing agreement and if a servicer default arises from the failure of the servicer to perform any of its duties or obligations under the servicing agreement with respect to the transferred receivables, the trust will take all reasonable actions available to it to remedy that failure. However, any default by the servicer in the performance of its obligations under the servicing agreement, other than a default that relates to a failure to make required deposits, may be waived by the trust, but only upon consent of the noteholders holding not less than 66 ² ¤ ₃ % of the then-outstanding principal amount of the notes for all series as to which that default relates.

The bank’s and our respective rights and obligations under the receivables sale agreement will be unaffected by any change in servicer.

If a conservator or receiver is appointed for the servicer, the conservator or receiver may have the power to prevent the trust from appointing a successor servicer.

Resignation of Servicer

The servicer may not resign from its obligations and duties, except:

•

upon a determination by the servicer that performance of its duties is no longer permissible under applicable law, and there is no commercially reasonable action that the servicer could take to make the performance of its duties permissible under applicable law; or

•

with the consent of the trust, if the servicer has found a replacement servicer that is an eligible servicer and the Rating Agency Condition has been satisfied with respect to the transaction.

If the servicer resigns or is terminated, the trust will appoint a successor servicer that has a long-term debt rating of at least Baa3 by Moody’s and BBB- by Standard & Poor’s.

The servicer’s resignation will not become effective until a successor has assumed the servicer’s obligations and duties. The trust will notify each Hired Agency upon the appointment of a successor servicer. The servicer may delegate any of its servicing duties to another entity, but the servicer’s delegation of its duties will not relieve it of its liability and responsibility with respect to the delegated duties.

Merger or Consolidation of Servicer

The servicer may consolidate with, merge into, or sell its business to, another entity in accordance with the servicing agreement on the following conditions:

(1)

the entity, if other than the servicer, formed by the consolidation or merger or that acquires the servicer’s property or assets:

(a)

is a corporation or banking association organized and existing under the laws of the United States or any one of its states;

(b)

expressly assumes, by a supplemental agreement, every covenant and obligation of the servicer; and

(c)

is an eligible servicer, unless upon effectiveness of the merger, consolidation or transfer, a successor servicer assumed the obligations of the servicer pursuant to the servicing agreement;

(2)

the servicer delivers to the trust an officer’s certificate stating that the merger, consolidation or transfer and the related supplemental agreement comply with any applicable terms of the servicing agreement and that all conditions precedent relating to the applicable transaction have been complied with and an opinion of counsel to the effect that the related supplemental agreement is valid and binding with respect to the surviving entity, enforceable against the surviving entity, subject to insolvency and equity related assumptions; and

(3)

the servicer delivers notice of the applicable transaction to each Hired Agency.

The conditions described in this paragraph do not apply to any consolidation or merger if the servicer would be the surviving entity.

Servicing Compensation and Payment of Expenses

The servicer receives a monthly fee for its servicing activities equal to one-twelfth the product of the amount of transferred principal receivables and [●]%. The share of the servicing fee allocable to each series for any payment date will be equal to one-twelfth of the product of (a) the servicing fee rate for that series and (b) the collateral amount for that series on the last day of the prior Monthly Period.

The servicer will pay from its servicing compensation expenses of servicing the receivables, other than federal, state and local income and franchise taxes, if any, of the trust.

Each series’ servicing fee is payable each period from collections of finance charge receivables allocated to the series. The portion of the servicing fee not allocated to any series of notes will be payable by the trust. The noteholders are not responsible for any servicing fee allocable to the trust.

Evidence as to Servicer’s Compliance

The servicing agreement provides that on or before the 90 ^th day following the end of the servicer’s fiscal year, the bank and each subservicer will deliver to the trust a report on assessment of compliance with the servicing criteria described in the following paragraph. Each assessment will include:

•

a statement of the servicing party’s responsibility for assessing compliance with the applicable servicing criteria;

•

a statement that the servicing party used the criteria described in the following paragraph to assess compliance with the applicable servicing criteria;

•

the servicing party’s assessment of compliance with the applicable servicing criteria for the applicable fiscal year; and

•

a statement that a registered public accounting firm has issued an attestation report on the servicing party’s assessment of compliance with the applicable servicing criteria for the applicable fiscal year.

To the extent required by applicable securities laws, a separate assessment of compliance and an attestation report for each party participating in the servicing function will be filed as exhibits to the trust’s annual report of Form 10-K, unless such entity’s activities relate to only 5% or less of the trust’s assets. For purposes of preparing the assessment of compliance described in the preceding paragraph, each servicing party will use the applicable servicing criteria set forth in relevant SEC regulations with respect to asset-backed securities transactions taken as a whole involving that servicing party that are backed by the same types of assets as those backing the notes.

The servicing agreement provides that on or before the 90 ^th day following the end of the servicer’s fiscal year, the bank and each subservicer, other than any subservicer unaffiliated with the bank that services less than 10% of the trust’s assets, will provide an officer’s certificate to the trust to the effect that:

•

a review of the servicer’s activities during the applicable fiscal year and of its performance under the servicing agreement has been made under the officer’s supervision; and

•

to the best of the officer’s knowledge, based on the officer’s review, the servicer has fulfilled all of its obligations under the servicing agreement in all material respects or, if there has been a failure to fulfill any of the servicer’s obligations in any material respect, specifying the nature and status of the failure.

The Indenture Trustee

Deutsche Bank Trust Company Americas

The indenture trustee is Deutsche Bank Trust Company Americas, a New York banking corporation. Deutsche Bank Trust Company Americas has, and currently is, serving as indenture trustee for numerous securitization transactions and programs involving pools of credit card receivables.

The sponsor and its affiliates may from time to time enter into normal banking and trustee relationships with the indenture trustee and its affiliates. An affiliate of the indenture trustee may, from time to time, be an underwriter with regard to the offering of a series, class or tranche, as described in the prospectus supplement for such series, class or tranche.

Duties and Responsibilities of Indenture Trustee

The indenture trustee has agreed to perform only those duties specifically set forth in the indenture. Many of the duties of the indenture trustee are described throughout this prospectus and the related prospectus supplement. Under the terms of the indenture, the indenture trustee’s limited responsibilities include the following:

•

to deliver to noteholders of record certain notices, reports and other documents received by the indenture trustee, as required under the indenture;

•

to authenticate, deliver and cancel the notes of each series;

•

to serve as the initial transfer agent, paying agent and registrar;

•

to represent the noteholders in interactions with clearing agencies and other similar organizations;

•

to periodically report on and notify noteholders of certain matters relating to actions taken by the indenture trustee, property and funds that are possessed by the indenture trustee, and other similar matters; and

•

to perform certain other administrative functions identified in the indenture.

If an event of default occurs and the indenture trustee has actual knowledge of the occurrence of an event of default, the indenture trustee will exercise its rights and powers under the indenture using the same degree of care and skill as a prudent person would exercise in the conduct of his own affairs. If an event of default occurs and is continuing, the indenture trustee may, in its discretion, proceed to protect and enforce its rights and the rights of the noteholders of the affected series by any appropriate proceedings as the indenture trustee may deem necessary to protect and enforce any of those rights. See “ The Indenture—Events of Default; Rights Upon Event of Default .”

Limitations on Trustee’s Liability

The indenture trustee is not liable for any errors of judgment as long as the errors are made in good faith unless it is proved that the indenture trustee was negligent in ascertaining the pertinent facts, and the indenture trustee will not be liable for any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to the indenture.

The indenture trustee will not be deemed to have knowledge of an event of default, early amortization event or servicer default unless a responsible officer of the indenture trustee has actual knowledge of the relevant event or the indenture trustee receives written notice of the relevant event from the trust or noteholders owning notes of the affected series or all series, as applicable, aggregating not less than 10% of the outstanding notes of the affected series or all series, as applicable. The indenture trustee will have no duty to monitor the performance of the trust or its agents and it will not have any liability in connection with the wrongdoing or failure to act by the trust. In addition, the indenture trustee will have no liability in connection with compliance of the trust or its agents with statutory or regulatory requirements related to the transferred receivables.

The indenture trustee is not required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties under the indenture or in the exercise of any of its rights or powers if it reasonably believes that repayments of such funds or adequate indemnity satisfactory to it against any loss, liability or expense is not reasonably assured to it.

Compensation and Indemnification of Indenture Trustee

Under the terms of the indenture, the trust has agreed to pay the indenture trustee reasonable compensation for performance of its duties under the indenture and to reimburse the indenture trustee for all reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services. The trust has also agreed to indemnify the indenture trustee and its officers, directors, employees and agents against any loss, liability or expense incurred by them to the extent arising out of the administration of the indenture and the performance of the indenture trustees duties under the indenture, other than any expense or loss incurred by the indenture trustee through its own willful misconduct, negligence or bad faith.

If specified in the accompanying prospectus supplement, a portion of the fees and other amounts owing to the indenture trustee will be payable from collections of finance charge receivables allocated to your series.

Appointment of Co-Trustees and Separate Trustees

For the purpose of meeting any legal requirement of any jurisdiction in which any part of the collateral for the notes may at the time be located, the indenture trustee will have the power to appoint one or more co-trustees or separate trustees

for the benefit of the noteholders, and to vest in any co-trustee or separate trustee all rights under the indenture with respect to the collateral for the notes and those powers, duties, obligations, rights and trusts as the indenture trustee considers necessary or desirable. No co-trustee or separate trustee will be required to meet the terms of eligibility as a successor trustee under the indenture and no notice to noteholders of the appointment of any co-trustee or separate trustee will be required. If a separate trustee or co-trustee is appointed, all rights, powers, duties and obligations conferred or imposed upon the indenture trustee will be conferred or imposed upon and exercised or performed by the indenture trustee and the separate trustee or co-trustee jointly or, in any jurisdiction where the indenture trustee is incompetent or unqualified to perform certain acts, singly by the separate trustee or co-trustee, but solely at the direction of the indenture trustee. No trustee appointed under the indenture will be personally liable for any act or omission of any other trustee appointed under the indenture. The indenture trustee may at any time accept the resignation of or remove, in its sole discretion, any separate trustee or co-trustee.

Resignation or Removal of Indenture Trustee

The indenture trustee may resign at any time. Noteholders holding not less than 66 ² ¤ ₃ % of the aggregate outstanding principal amount of all series may remove the indenture trustee and may appoint a successor indenture trustee. In addition, the trust will remove the indenture trustee if it ceases to be eligible to continue as an indenture trustee under the indenture or if the indenture trustee becomes insolvent or otherwise becomes legally unable to act as indenture trustee. If the indenture trustee resigns or is removed, the trust will then be obligated to appoint a successor indenture trustee. If a successor indenture trustee does not assume the duties of indenture trustee within 60 days after the retiring indenture trustee resigns or is removed, the retiring indenture trustee, the trust or noteholders representing not less than a majority of the aggregate outstanding principal amount of all series may petition a court of competent jurisdiction to appoint a successor indenture trustee. In addition, if the indenture trustee ceases to be eligible to continue as indenture trustee, any noteholder may petition a court of competent jurisdiction for the removal of the indenture trustee and the appointment of a successor indenture trustee.

If an event of default occurs under the indenture, under the Trust Indenture Act of 1939, the indenture trustee may be deemed to have a conflict of interest and be required to resign as indenture trustee for one or more classes of each series of notes. In that case, a successor indenture trustee will be appointed for one or more of those classes of notes and may provide for rights of senior noteholders to consent to or direct actions by the indenture trustee which are different from those of subordinated noteholders. Any resignation or removal of the indenture trustee and appointment of a successor indenture trustee for any class or series of notes will not become effective until the successor indenture trustee accepts its appointment.

The Owner Trustee

BNY Mellon Trust of Delaware

BNY Mellon Trust of Delaware is a Delaware banking corporation and an affiliate of The Bank of New York Mellon, a New York banking corporation, which provides support services on its behalf in this transaction. Its principal place of business is located at 100 White Clay Center, Suite 102, Newark, Delaware 19711, Attention: Corporate Trust Administration. BNY Mellon Trust of Delaware has acted as owner trustee on numerous asset-backed transactions (with The Bank of New York Mellon providing administrative support), including the structure of the transaction referred to herein. While the structure of each transaction may differ, BNY Mellon Trust of Delaware and The Bank of New York Mellon on its behalf are experienced in administering transactions of this kind. You may contact BNY Mellon Trust of Delaware by calling (302) 283-8905.

BNY Mellon Trust of Delaware is subject to various legal proceedings that arise from time to time in the ordinary course of business. BNY Mellon Trust of Delaware does not believe that the ultimate resolution of any of these proceedings will have a materially adverse effect on its services as owner trustee.

BNY Mellon Trust of Delaware has provided the above information for purposes of complying with Regulation AB. Other than the above paragraphs, BNY Mellon Trust of Delaware has not participated in the preparation of, and is not responsible for, any other information contained in this Prospectus.

Duties and Responsibilities of Owner Trustee

The owner trustee has agreed to hold in trust, for our use and benefit, the assets transferred to the trust under the transfer agreement. The owner trustee also acts a certificate registrar for purposes of registering the transfer of the transferor certificate and any supplemental certificates issued by the trust.

The owner trustee is authorized, and has been directed under the trust agreement, on behalf of the trust to direct the indenture trustee to authenticate and deliver the notes from time to time pursuant to our instructions. The owner trustee is also authorized, but is not obligated, to take all actions required of the trust under the transfer agreement, the indenture and any indenture supplement, the servicing agreement or any related agreement. The owner trustee will be deemed to have fulfilled its duties and responsibilities under the trust agreement or any other related agreement to the extent the administrator has agreed in the administration agreement to perform those duties or responsibilities and the owner trustee will not be liable for the failure of the administrator to carry out its obligations under the administration agreement.

The owner trustee does not have the power to commence a voluntary proceeding in bankruptcy relating to the trust unless we, as holder of the transferor certificate, have given our prior approval and delivered an officer’s certificate to the owner trustee certifying that we reasonably believe the trust is insolvent.

The owner trustee will not take any of the following actions unless the owner trustee has notified us, as holder of the transferor certificate, of the proposed action and we have not notified the owner trustee in writing prior to the 30 ^th day after receipt of the notice that we object to the proposed action:

•

the initiation of any claim or lawsuit by the trust or the compromise of any action, claim or lawsuit brought by or against the trust, in each case except with respect to claims or lawsuits for collection of the trust’s assets;

•

the election by the trust to file an amendment to its certificate of trust;

•

the amendment of the indenture;

•

the amendment of the administration agreement, except to cure any ambiguity or to amend or supplement any provision in a manner, or add any provision, that would not materially adversely affect our interests, as holder of the transferor certificate; or

•

the appointment pursuant to the indenture of a successor note registrar, paying agent or indenture trustee, or the consent to the assignment by the note registrar, paying agent or indenture trustee of its obligations under the indenture or the trust agreement, as applicable.

In addition, the owner trustee may not, except at our direction, remove the administrator or appoint a successor administrator.

To the extent not inconsistent with the trust agreement or any other related document, we, as holder of the transferor certificate, may direct the owner trustee in the management of the trust.

Limitations on Owner Trustee’s Liability

The owner trustee will not be liable under the trust agreement for any error of judgment made in good faith by a responsible officer of the owner trustee unless it is proved that the owner trustee was grossly negligent in ascertaining the pertinent facts. The owner trustee will also not be liable for any action taken or not taken by the owner trustee in accordance with our instructions or the instructions of the administrator or the servicer.

No provision of the trust agreement or any related agreement requires the owner trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers under the trust agreement or any related agreement, if the owner trustee has reasonable grounds for believing that repayment of the funds or adequate indemnity against the risk or liability is not provided or reasonably assured.

Under no circumstances will the owner trustee be liable for indebtedness evidenced by or arising under the indenture or any of the related agreements, including principal or interest on the notes, or any representation, warranty or covenant of the trust. The owner trustee will in no event assume or incur any liability, duty or obligation to any noteholder.

The Trustee will not be liable for the default or misconduct of the administrator, us, the indenture trustee or the servicer under the indenture, the transfer agreement or the related agreements or otherwise and the owner trustee will have no obligation or liability to perform the obligations of the trust under any agreement that are required to be performed by the administrator under the administration agreement, the indenture trustee under the indenture or the servicer under the servicing agreement; and the owner trustee will have no obligation to monitor any of the foregoing parties with respect to their respective obligations.

The owner trustee will be under no obligation to exercise any of the rights or powers vested in it by the trust agreement for the trust, or to institute, conduct or defend any litigation under the trust agreement or otherwise, at the request, order or direction of us or our assigns unless we and our assigns offered to the owner trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the owner trustee. The right of the owner trustee to perform any discretionary act under the trust agreement or in any related agreement may not be construed as a duty, and the owner trustee will only be answerable for its gross negligence or willful misconduct in the performance of any discretionary act.

Compensation and Indemnification of Owner Trustee

We will pay the owner trustee a fee as compensation for its services under the trust agreement and will reimburse the owner trustee for its reasonable expenses. We have also agreed to indemnify the owner trustee and its successors, assigns and agents against all liabilities and all reasonable costs and expenses which may be imposed in connection with the trust agreement, the related agreements, the trust’s assets and the administration of the trust’s assets, or the action or inaction of the owner trustee under the trust agreement. However, we will not be liable to the owner trustee or any other indemnified party for any liability or expense arising from the indemnified party’s willful misconduct or gross negligence or, with respect to the owner trustee, the inaccuracy of any representation or warranty made by the owner trustee in the trust agreement.

If specified in the accompanying prospectus supplement, a portion of the fees and other amounts owing to the owner trustee will be payable from collections of finance charge receivables allocated to your series, to the extent we do not pay those amounts.

Resignation or Removal of Owner Trustee; Eligibility

The owner trustee may resign at any time by giving written notice to the administrator. Upon receiving notice of the resignation of the owner trustee, the administrator will promptly appoint a successor owner trustee. If no successor owner trustee has been appointed within 30 days after the owner trustee gives notice of its resignation, the resigning owner trustee may petition any court of competent jurisdiction for the appointment of a successor owner trustee.

The owner trustee must at all times;

(1)

be a “bank” within the meaning of the Investment Company Act;

(2)

be authorized to exercise corporate trust powers;

(3)

have a combined capital and surplus at least $50 million and be subject to the supervision or examination by Federal or state authorities; and

(4)

have, or have a parent that has, a rating of at least “Baa3” by Moody’s or at least “BBB-” by Standard & Poor’s.

If the owner trustee ceases to be meet the eligibility requirements described in the preceding paragraph and fails to resign after receiving notice of its ineligibility from the administrator, or if the owner trustee becomes legally unable to act or certain bankruptcy or insolvency related events occur with respect to the owner trustee, then the administrator may remove the owner trustee and appoint a successor owner trustee

Any resignation or removal of the owner trustee will not become effective until acceptance of appointment of a successor owner trustee and payment of all fees and expenses owed to the outgoing owner trustee.

The Trust Portfolio

We refer to the accounts that have been designated as trust accounts as the trust portfolio.

In addition to the transferred receivables, the notes will be secured by:

•

all proceeds from these receivables and the amounts we pay the trust to purchase defaulted receivables;

•

all monies on deposit in specified trust accounts or investments made with these monies, including any earned investment proceeds if the prospectus supplement for your series of notes so indicates;

•

other assets that may be added to the trust consisting of participations or trust certificates representing undivided legal or beneficial ownership interests in a pool of assets primarily consisting of credit card or other revolving credit account receivables owned by the bank or its affiliates and the funds collected thereon;

•

a security interest in the trust’s rights under the agreement pursuant to which it purchases receivables from us and a security interest in the trust’s rights as assignee in the agreement pursuant to which we buy transferred receivables from the bank; and

•

proceeds from any credit enhancement or derivative contracts benefiting any series.

The transferred receivables consist of:

•

principal receivables, which are amounts charged by trust account cardholders for goods and services and cash advances; and

•

finance charge receivables, which are periodic finance charges, and other amounts charged to trust accounts, including late fees and return check fees.

The bank has the right, and in some cases the obligation, to designate from time to time additional eligible accounts to the trust portfolio and to convey to us, for further transfer to the trust, all receivables in those additional accounts, whether those receivables are then existing or thereafter created. The accounts and the related receivables may be originated by the bank or, with Hired Agency approval, acquired by the bank from others. The designation of additional accounts and sale of related receivables to the trust will be limited by the conditions described in “— Addition of Trust Assets ” in this prospectus. Some, but not all, designations of additional accounts require satisfaction of the Rating Agency Condition.

The accounts must meet eligibility standards as of the date the bank designates them as additional accounts. Once these accounts are designated, only the receivables arising under these accounts, and not the accounts themselves, are sold. In addition, as of the date on which any new receivables are created, we will represent and warrant to the trust that the receivables conveyed to the trust on that day meet the trust’s eligibility standards. However, we cannot guarantee that all the receivables and accounts will continue to meet the applicable eligibility requirements throughout the life of the trust. The trust’s eligibility requirements for accounts and receivables are described under “ The Trust Portfolio—Representations and Warranties of the Depositor ” in this prospectus.

Under limited circumstances, the bank may also designate that some accounts will no longer be trust accounts, and the receivables originated under these accounts will be conveyed by the trust back to us, as described in this prospectus. Throughout the term of the trust, the transferred receivables will consist of:

•

receivables originated in the initial trust accounts; plus

•

receivables originated in any additional accounts; minus

•

receivables originated in any removed accounts; plus

•

any participation interests.

We cannot assure you that additional accounts will be of the same credit quality as previously designated trust accounts. Moreover, additional accounts may contain receivables which consist of fees, charges and amounts which are different from the fees, charges and amounts described in this prospectus. Additional accounts may also have different credit guidelines, balances and ages. Consequently, we cannot assure you that the trust accounts will continue to have the characteristics described in this prospectus as additional accounts are added. In addition, if the bank designates additional accounts with lower periodic finance charges, that designation may have the effect of reducing the portfolio yield.

The prospectus supplement relating to each series of notes will provide the following information about the trust portfolio as of the date specified:

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the amount of transferred principal receivables;

•

the amount of finance charge receivables;

•

the range and average of principal balances of the accounts;

•

the range and average of credit limits of the accounts;

•

the range and average of ages of the accounts; and

•

the geographic distribution of the accounts.

Account Terms

The bank offers fixed rate and variable rate credit card accounts. The credit card accounts are generally unsecured. Finance charges are calculated by multiplying the daily balance or the average daily balance outstanding on an account during the monthly billing period by the applicable periodic finance charge rate. In certain instances, finance charges are assessed from the date of purchase. Payments are generally applied in the following order: (1) to fees and finance charges assessed on the account and (2) to the unpaid principal balance of purchases. Subject to applicable law and in some cases subject to retailer approval, the bank may change finance charge rates from time to time at its discretion. Generally, the minimum monthly payment amount is equal to the greater of a fixed dollar amount and a portion of the account balance sized to prevent negative amortization of the account balance. Subject to applicable law, the bank may change the minimum monthly payment from time to time at its discretion.

The bank offers four primary types of promotions to merchants and cardholders:

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Deferred Interest with Minimum Payment—Finance charges on the promotional purchase are accrued but not assessed or added to the account each month during the promotional period. Minimum monthly payments are required. If the promotional purchase is paid off by expiration of the promotional period, associated accrued interest is waived.

•

Deferred Interest with No Payment—Finance charges on the promotional purchase are accrued but not assessed or added to the account each month during the promotional period. No monthly payments are required on the promotional purchase during the promotional period. If the promotional purchase is paid off by expiration of the promotional period, associated accrued interest is waived.

•

No Interest with Minimum Payment—Finance charges are not accrued, assessed or added to the account on qualifying purchases during the promotion, however a minimum payment is due each month. After the promotion ends, standard account terms apply to promotional purchases.

•

No Interest with No Payment—Finance charges are not accrued, assessed or added to the account on qualifying purchases during the promotion and no payments are due until the promotion expires. After the promotion ends, standard account terms apply to promotional purchases.

Consumer Protection Laws

The relationship of the consumer and the provider of consumer credit is extensively regulated by federal and state consumer protection laws. With respect to credit accounts issued by us, the most significant federal laws include the Federal Truth-in-Lending, Equal Credit Opportunity, and Fair Credit Reporting and Fair Debt Collection Practices Acts. These statutes impose various disclosure requirements either before or when an account is opened, or both, and at the end of monthly billing cycles, and, in addition, address cardholder liability for unauthorized use, prohibit various discriminatory practices in extending credit and regulate collections practices. In addition, cardholders are entitled under these laws to have payments and credits applied to their revolving credit accounts promptly and to timely resolution of billing errors.

The CARD Act revamped credit card disclosures and imposed a number of substantive restrictions on credit card pricing and practices. Among other things, the CARD Act and associated regulations imposed new requirements and restrictions on changes in terms on credit card accounts, regulated payment processing and how payments are allocated, imposed new disclosure requirements in connection with credit card accounts, limited the amount of late payment and other penalty fees that can be charged by card issuers, and required card issuers periodically to reevaluate rate increases and to take action to reduce rates, if appropriate.

The CARD Act and revised Regulation Z have had an impact on the bank’s ability to originate new accounts as well as the yield it is able to achieve on new and existing accounts. Among many other things, the new requirements limit pricing flexibility, limit the ability to change rates, fees and other terms (especially on outstanding balances), give consumers the right to reject many changes, restrict the effectiveness of penalty pricing, can discourage the use of overlimit fees, dictate how certain payments are applied (for example generally to higher APRs before lower APRs), and impact the time that must be allowed for payment to avoid late fees and to obtain the benefit of a grace period. In addition, significant new disclosure requirements may impact the ways in which consumers use and repay their accounts. The new requirements have prompted the bank to realign its practices to compensate for the impact of the CARD Act by adjusting the rates, fees, minimum payments, and other terms on its accounts and the ways in which those accounts are underwritten, managed and processed.

Legislation has been introduced in Congress that would require additional transparency to foster greater competition with respect to interchange fees and, if passed, could ultimately lead to direct government oversight and regulation of interchange fees. In addition, the Dodd-Frank Act places limitations on certain credit card network practices, which could reduce the use of credit cards by consumers. Any reduction in the interchange fees paid by merchants to banks could adversely impact the business operations of credit card issuers and could reduce the amount of interchange included in finance charge collections. Furthermore, Congress and the states may enact new laws and amendments to existing laws to regulate further the consumer revolving credit industry.

The trust may be liable for violations of consumer protection laws that apply to the receivables, either as assignee from us with respect to obligations arising before transfer of receivables to the trust or as the party directly responsible for obligations arising after the transfer. In addition, a cardholder may be entitled to assert those violations by way of set-off against the obligation to pay the amount of receivables owing. All receivables that were not created in compliance in all material respects with the requirements of consumer protection laws, if the noncompliance has a material adverse effect on the noteholders’ interest therein, may be reassigned to us. For a discussion of the trust’s rights if receivables were not created in compliance in all material respects with applicable laws, see “— Representations and Warranties of the Depositor ” in this prospectus.

Representations and Warranties of the Depositor

As of each date on which transferred receivables are transferred to the trust, we represent to the trust that:

•

each transferred receivable is an eligible receivable on the date it is transferred to the trust;

•

the transfer agreement creates a valid and continuing security interest in the transferred receivables, which upon filing of the financing statements required to be filed pursuant to the transfer agreement and upon creation of each transferred receivable, will be prior to all other liens other than liens permitted by the transfer agreement;

•

each transferred receivable constitutes an “account” or “general intangible” under the Uniform Commercial Code;

•

subject to liens permitted by the transfer agreement, we have not pledged, assigned, sold or granted a security interest in, or otherwise conveyed any of the transferred receivables and have not authorized the filing of and are not aware of any financing statements against us that included a description of collateral covering transferred receivables;

•

immediately prior to the transfer of the transferred receivables to the trust, we own and have good and marketable title to, or have a valid security interest in, each transferred receivable free and clear of any lien, claim or encumbrance other than liens permitted by the transfer agreement;

•

all required governmental approvals in connection with the transfer of each such receivable to the trust have been obtained and remain in full force and effect;

•

we have caused, or will have caused within 10 days of each designation of additional accounts, filings of all appropriate financing statements in the appropriate offices in the appropriate jurisdictions under applicable law in order to perfect the security interest of the trust in the transferred receivables; and

•

we have received all consents and approvals required by the terms of the transferred receivables to the sale of the transferred receivables.

We made similar representations to RFS Funding Trust with respect to the transferred receivables transferred to RFS Funding Trust under the trust receivables purchase agreement prior to August 16, 2004. Prior to the termination of RFS Funding Trust, RFS Funding Trust assigned it rights under the trust receivables purchase agreement to the trust.

For purposes of the representations above and the criteria for eligible receivables described below, liens permitted by the trust receivables purchase agreement and the transfer agreement include liens for taxes or assessments or other governmental charges not yet due and payable, unperfected workers’, mechanics’, suppliers’ or similar liens arising in the ordinary course of business and liens created in favor of, or created by, the trust.

If any of these representations is not true in any material respect for any receivables as of the date specified in the representation and as a result of the breach any receivables in the related account become defaulted receivables or the trust’s rights in the transferred receivables or the proceeds of the transferred receivables are impaired or are not available to the trust free and clear of any lien, other than liens permitted by the trust receivables purchase agreement and the transfer agreement, those receivables will be deemed to have a principal balance of zero for purposes of calculating the total amount of receivables in the trust and we are required to accept reassignment of the ineligible receivable. We will be permitted 60 days to cure the breach or a longer period, not to exceed 120 days as may be agreed to by the trust, after we receive notice of the breach from the trust.

Except under the circumstances described in the following sentence, we will purchase each ineligible receivable for a cash purchase price equal to the principal amount of the reassigned receivable, plus accrued finance charges as of the end of the preceding Monthly Period, by no later than the date on which collections of receivables for the related Monthly Period are required to be deposited in the collection account as described under “ The Servicers — Collections; Commingling .” However, we are not required to make the payment described in the preceding sentence if the Free Equity Amount exceeds the Minimum Free Equity Amount, after giving effect to the exclusion of the ineligible receivable from the Aggregate Principal Receivables. Any deduction or deposit is considered a repayment in full of the ineligible receivable.

For purposes of the above representations and warranties, an eligible account is an account that satisfies the following criteria as of the date it is designated as a trust account:

•

it is either established or acquired by the bank or any other approved originator of accounts pursuant to a credit card program agreement with a retailer, which has been identified as an approved retailer in the trust receivables purchase agreement or the transfer agreement, as applicable, or is otherwise established or acquired by the bank or any other approved originator of accounts;

•

it is in existence and serviced by the bank, a successor servicer or a subservicer appointed by the servicer;

•

it has not been cancelled;

•

it is payable in United States dollars;

•

it is not a closed-end account;

•

except as provided below, it has not been identified as an account, the credit cards with respect to which have been reported as being lost or stolen or the cardholder of which is the subject of a bankruptcy proceeding;

•

it does not have receivables that have been sold or pledged to any other party;

•

except as provided in the immediately following paragraph, it does not have any receivables that have been charged off as uncollectible in accordance with the bank’s credit and collection policies and that has not been identified by the applicable originator, or by the relevant cardholder, as having been incurred as a result of fraudulent use of a credit card;

•

the cardholder of which has provided, as his or her most recent billing address, an address located in the United States or one of its territories or possessions or a United States military address; and

•

it does not have receivables that are obligations of the United States, any state or agency or instrumentality or political subdivision thereof.

Eligible Accounts may include accounts, the receivables in which have been written off as uncollectible, or as to which the bank or other originator of the account believes the related cardholder is bankrupt and certain receivables that have been identified by the cardholder as having been incurred as a result of fraudulent use of credit cards or any credit cards have been reported to the bank or other originator, as applicable, as lost or stolen, so long as the balance of all receivables included in those accounts is reflected on the books and records of the bank or other originator, as applicable, as “zero” and charging privileges with respect to all such accounts have been cancelled and are not reinstated.

For purposes of the above representations and warranties, an eligible receivable is a receivable:

•

that has arisen under an eligible account;

•

that was created in compliance with the bank’s credit and collection policies and all requirements of law applicable to the bank or the originator of the related account that, if not complied with, would have a material adverse effect on the trust or any of its creditors;

•

that was created pursuant to a credit card program agreement between the cardholder and the bank or the originator of the related account which complies with all requirements of law applicable to the bank or the originator of the related account that, if not complied with, would have a material adverse effect on the trust or its assigns;

•

for which all consents, licenses, approvals or authorizations of, or registrations with, any governmental authority required to be obtained or made by the bank or the originator of the related account in connection with the creation of the receivable or the execution, delivery and performance by the bank or the originator of the related account of the related credit card program agreement have been duly obtained or given and are in full force and effect as of the date of the creation of that receivable, except that a receivable will not fail to be an eligible receivable if the failure to obtain or make any such consent, license, approval, authorization or registration would not have a material adverse effect on the trust or its assigns;

•

as to which, immediately prior to being transferred to RFS Funding Trust or the trust, as applicable, we had good title free and clear of all liens and security interests arising under or through us and our affiliates, other than any liens permitted by the trust receivables purchase agreement and the transfer agreement;

•

that is the subject of a valid transfer and assignment, or the grant of a security interest, from us to the trust of all of our right, title and interest therein;

•

as to which we have not taken any action which, or failed to take any action the omission of which, would, at the time of transfer to the trust, impair the rights of the trust in the receivable;

•

that is the legal, valid and binding payment obligation of the related cardholder, enforceable against that cardholder in accordance with its terms, subject to permitted insolvency and equity related exceptions;

•

that constitutes an “account” or “general intangible” under Article 9 of the Uniform Commercial Code as in effect in the State of New York;

•

that, at the time of transfer to RFS Funding Trust or the trust, as applicable, has not been waived or modified except as permitted by the receivables sale agreement;

•

that, at the time of transfer to RFS Funding Trust or the trust, as applicable, is not subject to any right of rescission, setoff, counterclaim or defense, including usury, other than some insolvency and equity related defenses or other than as to which a downward adjustment has been made pursuant to the receivables sale agreement; and

•

as to which we have satisfied all obligations required to be satisfied at the time it is transferred to RFS Funding Trust or the trust, as applicable.

On each day on which transferred receivables are transferred to the trust, we will also make representations and warranties to the trust as to:

•

our valid existence and good standing as a limited liability company and our ability to perform our obligations under the transfer agreement;

•

our qualification to do business and good standing in each jurisdiction where our ownership or lease of property or the conduct of our business requires us to be qualified and where the failure to be qualified or in good standing would have a material adverse effect on our ability to perform our obligations under the transaction documents or the receivables;

•

our due authorization, execution, delivery and performance of each transaction document to which we are a party; and

•

the enforceability of each transaction document against us as legal, valid and binding obligations subject to permitted insolvency and equity related exceptions.

If any of the representations and warranties described in the immediately preceding paragraph is false in any material respect and the breach of the representation or warranty has a material adverse effect on the transferred receivables or the availability of the proceeds of the transferred receivables to the trust, then we will be obligated to accept retransfer of all of the transferred receivables. We will be permitted 60 days after we receive notice of such breach, or a longer period, not to exceed 120 days, as may be specified in the notice, to cure the breach.

The reassignment price would equal the aggregate amount of outstanding transferred receivables as of the end of the last preceding Monthly Period, but will in no event be less than the aggregate outstanding principal amounts for all series of notes, in each case as of the payment date on which the reassignment is scheduled to be made, plus accrued and unpaid interest on the notes through the payment date, plus any other amounts specified in any prospectus supplement.

Reassignment of any affected receivables or all of the transferred receivables to us, as the case may be, is the sole remedy respecting any breach of the representations and warranties described above.

Representations and Warranties of the Sellers

In the receivables sale agreement, the bank and each other person designated as a seller thereunder (other than RFS Holding, Inc.) represents and warrants to us as of each date on which receivables are transferred to us that:

•

each transferred receivable is an eligible receivable on the date it is transferred to us;

•

the receivables sale agreement creates a valid and continuing security interest in the transferred receivables, which will, upon filing of the financing statements required to be filed pursuant to the receivables sale agreement and upon creation of each transferred receivable, be prior to all other liens other than liens permitted by the receivables sale agreement;

•

each transferred receivable constitutes an “account” or “general intangible” under the Uniform Commercial Code;

•

immediately prior to the conveyance of the transferred receivables under the receivables sale agreement, the seller owned and had good and marketable title to each such receivable free and clear of any lien, claim or encumbrance other than liens permitted by the receivables sale agreement;

•

all required governmental approvals in connection with the transfer of each such receivable to us have been obtained and remain in full force and effect;

•

the seller has caused, or will have caused within 10 days of each designation of additional accounts, filings of all appropriate financing statements in the appropriate offices in the appropriate jurisdictions under applicable law in order to perfect the security interest granted to us in the transferred receivables;

•

subject to liens permitted by the receivables sale agreement, the seller has not pledged, assigned, sold or granted a security interest in, or otherwise conveyed any of the transferred receivables and has not authorized the filing of and is not aware of any financing statements against the seller that included a description of collateral covering transferred receivables; and

•

the seller has received all consents and approvals required by the terms of the transferred receivables to the sale of the transferred receivables.

For purposes of the representations above and the criteria for eligible receivables described below, liens permitted by the receivables sale agreement include liens for taxes or assessments or other governmental charges not yet due and payable, unperfected workers’, mechanics’, suppliers’ or similar liens arising in the ordinary course of business and liens created in favor of, or created by, us.

If any of these representations is not true in any material respect for any receivables as of the date specified in the representation and as a result of the breach any receivables in the related account become defaulted receivables or our rights in the transferred receivables or the proceeds of the transferred receivables are impaired or are not available to us free and clear of any lien, other than liens permitted by the receivables sale agreement, those receivables will be deemed to be an ineligible receivable and will be subject to repurchase by the bank or the applicable seller as described below. The seller will be permitted 60 days to cure the breach or a longer period not to exceed 120 days agreed to by us after the seller discovers the breach or receives notice of the breach from us.

The applicable seller will repurchase each ineligible receivable for a purchase price equal to the purchase price paid by us for that receivable, less any principal collections received on the receivable since the date we purchased the receivable. The bank will pay the repurchase price on the first date on which additional receivables are sold to us after the repurchase obligation arises. The repurchase price will first be netted against the purchase price payable by us for receivables sold by the bank to us on the repurchase date, except that if we inform the bank that we require funds to make payments on account of the related ineligible receivable under the transfer agreement, trust receivables purchase agreement or one of the other transaction documents, the bank will instead pay the full repurchase price to us in cash. In the case of receivables reassigned to PLT Holding, the repurchase price will be payable in cash not later than the payment date following the Monthly Period in which the repurchase obligation arises.

In the receivables sale agreement, the bank and each other person designated as a seller thereunder (other than RFS Holding, Inc.) will also make representations and warranties to us as to:

•

its valid existence and good standing under the laws of its jurisdiction of organization and its ability to perform its obligations under the receivables sale agreement;

•

its qualification to do business and good standing in each jurisdiction where its ownership or lease of property or the conduct of its business requires it to be qualified and where the failure to be so qualified would have a material adverse effect on its ability to perform its obligations under the transaction documents, the validity or enforceability of the transaction documents, the transferred receivables or our interest or its interest in the transferred receivables;

•

the due authorization of its execution, delivery and performance of the receivables sale agreement and each transaction document to which it is a party;

•

the execution, delivery and performance by it of the receivables sale agreement and each transaction document to which it is a party do not violate any law or governmental regulation, except where a violation could not reasonably be expected to have a material adverse effect on its ability to perform its obligations under the transaction documents, the validity or enforceability of the transaction documents, the transferred receivables or our interest or its interest in the transferred receivables; and

•

the enforceability of each of the transaction documents against it as legal, valid and binding obligations, subject to permitted insolvency and equity related exceptions.

If any of the representations and warranties described in the immediately preceding paragraph is false in any material respect and the breach of the representation or warranty has a material adverse effect on the transferred receivables or the availability of the proceeds of the transferred receivables to us, then the bank or the applicable seller will be obligated to accept retransfer of all of the transferred receivables or in the case of PLT Holding, the transferred receivables that were transferred by PLT Holding to us. Such person will be permitted 60 days after it receives notice of such breach, or a longer period, not to exceed 150 days, as may be specified in the notice, to cure the breach.

In the case of a breach by the bank, the reassignment price would be payable on the first payment date following the Monthly Period in which the reassignment obligation arises and would be equal to the aggregate amount of outstanding

transferred receivables as of the end of the last preceding Monthly Period, but will in no event be less than the aggregate outstanding principal amounts for all series of securities, as of the payment date on which the reassignment is scheduled to be made, plus accrued and unpaid interest on the securities through the payment date, plus any other amounts specified in any prospectus supplement. In the case of a breach by PLT Holding, PLT Holding would only be required to repurchase the portion of transferred receivables transferred by it, and the purchase price payable by PLT Holding would be determined as described above as if the related transferred receivables were ineligible receivables.

Addition of Trust Assets

We have the option to designate additional accounts to the trust portfolio, the receivables in which will be sold to us and assigned by us to the trust, if the bank is willing to designate additional accounts under the receivables sale agreement. We may continue designating additional accounts without obtaining confirmation of the ratings of any outstanding notes, so long as the following limits are not exceeded:

(1)

for any Monthly Period, there may be no more than one designation of additional accounts per retailer and no designation may include any accounts acquired by the bank from third-party financial institutions or accounts in a new private label or co-branded credit card program;

(2)

the principal balance of the additional accounts does not exceed either:

•

the product of:

(a)

15% and

(b)

the Aggregate Principal Receivables as of the first day of the third preceding Monthly Period,

minus the transferred principal receivables in the additional accounts added since that date, measured for each such additional account as of the date that additional account was designated to be added to the trust; or

•

the product of:

(a)

20% and

(b)

the Aggregate Principal Receivables as of the first day of the calendar year in which the addition is to occur,

(3)

the number of the additional accounts does not exceed either:

•

the product of:

(a)

15% and

(b)

the number of accounts in the trust as of the first day of the third preceding Monthly Period,

minus the number of additional accounts added since that date; or

•

the product of:

(a)

20% and

(b)

the number of accounts in the trust as of the first day of the calendar year in which the addition is to occur,

minus the number of additional accounts added since that date.

We may exceed these limitations or add accounts acquired by the bank from a third-party financial institution or accounts in a new private label or co-branded credit card program if the Rating Agency Condition is satisfied for all outstanding series of notes.

If at the end of any Monthly Period, the Free Equity Amount is less than the Minimum Free Equity Amount, we will be required to designate additional accounts to the trust and assign the related receivables to the trust on or prior to the tenth business day following that Monthly Period unless the Free Equity Amount, calculated after giving effect to any payment of principal on any outstanding series of notes to occur on the following payment date, is at least equal to the Minimum Free Equity Amount as of the close of business on any day that is after the last day of such Monthly Period but on or prior to the tenth business day following such Monthly Period. The amount of the required addition is the amount necessary so that the Free Equity Amount as of the close of business on the addition date, calculated after giving effect to any payment of principal on any outstanding series of notes to occur on the following payment date, would at least equal the Minimum Free Equity Amount.

In addition, if at the end of any Monthly Period the Note Trust Principal Balance is less than the Required Principal Balance, we will be required to designate additional accounts to the trust and assign the related receivables to the trust on or prior to the tenth business day following that Monthly Period unless the Note Trust Principal Balance, calculated after giving effect to any payment of principal on any outstanding series of notes to occur on the following payment date, is at least equal to the Required Principal Balance as of the close of business on any day that is after the last day of such Monthly Period but on or prior to the tenth business day following such Monthly Period. The amount of the required addition is the amount necessary so that the Note Trust Principal Balance as of the close of business on the addition date would at least equal the Required Principal Balance, calculated after giving effect to any payment of principal on any outstanding series of notes to occur on the following payment date.

When we transfer receivables in additional accounts to the trust, we must satisfy several conditions, including:

•

we must give the trust prior notice of each addition, and if the additional accounts would exceed the limits described above for additional accounts or include accounts purchased from third-party financial institutions, then the Rating Agency Condition must be satisfied;

•

we must deliver a written assignment to the trust;

•

we must represent and warrant that:

•

each additional account is an eligible account and each receivable in such additional account is an eligible receivable as of the date the additional accounts are designated to be added to the trust portfolio;

•

no selection procedures that we believe to be materially adverse to the trust or any of its creditors were used in selecting the additional accounts from the available eligible accounts;

•

we are not insolvent on the addition date;

•

the transfer agreement and the related assignment create a valid security interest in those receivables free and clear of any liens except for liens permitted under the transfer agreement; and

•

we must deliver an opinion of counsel with respect to the perfection of the transfer and related matters.

No party will independently verify that the above conditions for the designation of additional accounts have been met.

Removal of Accounts

We also have the right to remove accounts from the list of designated accounts and to require the reassignment to us or our designee of all receivables in the removed accounts, whether the receivables already exist or arise after the designation. Our right to remove accounts is subject to the satisfaction of several conditions, including that:

(1)

except in the case of removed accounts designated for purchase by a retailer under the terms of the retailer’s credit card agreement with the bank, the Rating Agency Condition is satisfied;

(2)

we certify that:

(a)

except in the case of removed accounts designated for purchase by a retailer under the terms of the retailer’s credit card agreement with the bank, we reasonably believe that individual accounts or administratively convenient groups of accounts, such as billing cycles, were chosen for removal on a random basis;

(b)

except in the case of removed accounts designated for purchase by a retailer under the terms of the retailer’s credit card agreement with the bank, we reasonably believe that no selection procedures believed by us to be materially adverse to the trust or its creditors were used in selecting the removed accounts from among any pool of accounts of a similar type; and

(c)

in our reasonable belief, the removal will not cause an early amortization event, or in the case of removed accounts designated for purchase pursuant to a retailer’s credit card agreement, we have used reasonable efforts to avoid having the removal result in an early amortization event; and

(3)

except in the case of removed accounts designated for purchase by a retailer under the terms of the retailer’s credit card agreement with the bank, the principal amount of the receivables in the removed accounts will not exceed the lesser of (i) the excess of the Free Equity Amount over the Minimum Free Equity Amount, or (ii) the excess of the aggregate outstanding balance of principal receivables, after giving effect to any discounting to treat a portion of transferred principal receivables as finance charge receivables, over the Required Principal Balance.

In addition, we may from time to time, remove accounts designated for purchase by a retailer under the terms of the retailer’s credit card program agreement with the bank. The repurchase price for these receivables will be calculated as if the receivables were ineligible receivables. Amounts received by the trust for these removed receivables will be treated as collections of transferred principal receivables.

From time to time, we may also designate accounts that meet one of the following criteria as removed accounts without satisfying the conditions described above: (a) accounts that have had a zero balance and on which no charges have been made for at least the preceding twelve months; or (b) accounts the obligor of which has agreed to open a credit card account in a related co-branded or dual credit card program in substitution for such account, provided that the balance of such account is zero or has been reduced to zero in connection with a balance transfer to the related co-branded or dual credit card account.

No party will independently verify that the above conditions for the removal of accounts have been met.

Funding Period

On the closing date for any series of notes, the total amount of transferred principal receivables available to that series may be less than the total principal amount of the notes of that series. If this occurs, the initial collateral amount for that series of notes will be less than the principal amount of that series of notes. In this case, the related prospectus supplement will set forth the terms of the funding period, which is the period from that series’ closing date to the earliest of:

•

the date that series’ collateral amount equals the sum of the principal amount of that series of notes and any required excess collateral amount for that series;

•

the date specified in the related prospectus supplement, which will be no later than three months after that series’ closing date; and

•

the commencement of an early amortization period.

During the funding period, the portion of the collateral amount not invested in principal receivables will be maintained by the trust either as cash held in a prefunding account or, if the maximum funding period for any series is longer than one month, in the form of eligible investments transferred by us to the trust of a type approved by the rating agencies for the related series. On the closing date for that series of notes, this amount may be up to 100% of the principal amount of that series of notes. The collateral amount for that series will increase as new principal receivables are transferred to the trust or as

the collateral amounts of other outstanding series of notes are reduced. The collateral amount may decrease due to investor charge-offs allocated to the series.

During the funding period, the trust will pay to us funds on deposit in the prefunding account as the collateral amount increases. If the portion of the collateral amount that is not invested in principal receivables will be maintained by the trust in the form of eligible investments, rather than cash, then on the maturity date for any eligible investment the trust will either pay the proceeds of the eligible investment to us to the extent of any increase in the collateral amount or, if the collateral amount has not been increased by an amount at least equal to those proceeds, will deposit any remaining proceeds not transferred to us into the excess funding account. If the collateral amount for that series is not increased so that the initial collateral amount equals the sum of the initial principal amount of the notes of that series and the required excess collateral amount for that series by the end of the funding period, the trust will repay to noteholders any amount remaining in the prefunding account or any proceeds of eligible investments held in the excess funding account.

The prospectus supplement for a series with a funding period will set forth:

•

the series’ initial collateral amount;

•

the initial principal amount of the series of notes;

•

the date on which the series’ collateral amount is expected to equal the sum of the series’ initial principal amount and the required excess collateral amount for that series; and

•

the date by which the funding period will end.

Notice of Changes in Trust Portfolio

If the designation of additional accounts or removal of accounts materially changes the composition of the trust portfolio, we will include updated information with respect to the composition of the trust portfolio in a report on Form 10-D, which will be filed with the SEC, unless similar information with respect to the trust portfolio was otherwise previously filed in a periodic report filed with the SEC pursuant to the Exchange Act or filed with the SEC in connection with the filing by us of a prospectus supplement or registration statement relating to the trust.

Description of the Notes

The trust may issue from time to time one or more series of notes under a master indenture and one or more indenture supplements entered into by the trust and the indenture trustee. The following summaries describe the material provisions common to each series of notes. The accompanying prospectus supplement gives you the additional material terms specific to the notes of your series. The summaries are qualified by all of the provisions of the transfer agreement, the trust receivables purchase agreement, the receivables sale agreement, the servicing agreement, the trust agreement for the trust, the indenture and the related indenture supplement for your series. We have filed a form of an indenture supplement and copies of each of the other agreements with the SEC as exhibits to the registration statement relating to the notes.

General

Each series of notes may consist of one or more classes, one or more of which may be senior notes and one or more of which may be subordinated notes. Each class of a series will evidence the right to receive specified payments of principal or interest or both. Each class of a series may differ from other classes in some aspects, including:

•

principal payments;

•

maturity date;

•

interest rate; and

•

availability and amount of enhancement.

Generally, notes offered under this prospectus and the accompanying prospectus supplement:

•

will be represented by notes registered in the name of a DTC nominee;

•

will be available for purchase in minimum denominations of $1,000 and multiples of $1,000 in excess of that amount; and

•

will be available for purchase in book-entry form only.

The accompanying prospectus supplement will specify if your notes have different characteristics from those listed above.

DTC has informed us that its nominee will be Cede & Co. Accordingly, Cede & Co. is expected to be the holder of record of each series of notes. As an owner of beneficial ownership interests in the notes, you will generally not be entitled to a definitive note representing your interest in the issued notes because you will own notes through a book-entry record maintained by DTC. References in this prospectus and the accompanying prospectus supplement to distributions, reports, notices and statements to noteholders refer to DTC or Cede & Co., as registered holder of the notes, for distribution to you in accordance with DTC procedures. All references in this prospectus and the accompanying prospectus supplement to actions by noteholders refer to actions taken by DTC upon instructions from DTC participants.

The accompanying prospectus supplement may state that an application will be submitted to list your series or class of notes on the Irish Stock Exchange or another exchange.

None of us, the administrator, the owner trustee, the indenture trustee or the servicer, nor any holder of an ownership interest in the trust, nor any of their respective owners, beneficiaries, agents, officers, directors, employees, successors or assigns shall, in the absence of an express agreement to the contrary, be personally liable for the payment of the principal of or interest on the notes or for the agreements of the trust contained in the indenture. The notes will represent obligations solely of the trust, and the notes will not be insured or guaranteed by us, the servicer, the administrator, the owner trustee, the indenture trustee, or any other person or entity.

New Issuances of Notes

The trust may issue from time to time one or more new series or for any multiple issuance series, notes of any class for that series. All principal terms of each new series will be defined in an indenture supplement. Each series issued may have terms and enhancements that are different from those for any other series. No prior notice to, or consent from, noteholders will be required for the issuance of an additional series, and we do not expect to request such consents. The trust may offer any series or class relating to a multiple issuance series under a prospectus or other disclosure document in transactions either registered under the Securities Act or exempt from registration under the Securities Act either directly or through one or more other underwriters or placement agents, in fixed-price offerings or in negotiated transactions or otherwise.

No new series or, for any multiple issuance series, notes of any class for that series, may be issued unless we satisfy various conditions, including that:

(1)

the Rating Agency Condition is satisfied;

(2)

we certify, based on the facts known to the certifying officer, that the new issuance will not cause an early amortization event or an event of default or materially and adversely affect the amount or timing of distributions to be made to any class of noteholders;

(3)

after giving effect to the new issuance, the Free Equity Amount is not less than the Minimum Free Equity Amount and the Note Trust Principal Balance is not less than the Required Principal Balance; and

(4)

the trust delivers an opinion of counsel to the effect that, for federal income tax purposes:

(a)

except as otherwise stated in the related indenture supplement, the notes of the new series will be characterized as debt;

(b)

the issuance will not adversely affect the tax characterization as debt of any outstanding class of notes as to which an opinion of counsel was delivered at the time of their issuance that those notes would be characterized as debt;

(c)

the new issuance will not cause the trust to be deemed to be an association or publicly traded partnership taxable as a corporation; and

(d)

the new issuance will not cause or constitute an event in which gain or loss would be recognized by any noteholder.

If specified in the accompanying prospectus supplement, a series may be a multiple issuance series. In a multiple issuance series, notes of any class can be issued on any date so long as the Rating Agency Condition is satisfied and the other conditions of issuance set forth in the indenture are met. All of the subordinated notes of a multiple issuance series provide subordination protection to all of the senior notes of the same series, regardless of whether the subordinated notes are issued before, at the same time as, or after the senior notes of that series. As part of a multiple issuance series, we expect the trust to issue different classes of notes or additional notes of an already issued class, at different times. Neither you nor any other noteholder will have the right to consent to the issuance of future notes of a multiple issuance series.

For any multiple issuance series, there are no restrictions on the timing or amount of any additional issuance of notes, so long as the conditions described above are met. As of the date of any additional issuance of an outstanding class of notes, the outstanding principal amount for that class will be increased to reflect the principal amount of the additional notes. When issued, the additional notes of an outstanding class will be equally and ratably entitled to the benefits of the indenture and the related indenture supplement as the other outstanding notes of that class without preference, priority or distinction.

For each new issuance, we will determine whether additional notes may be issued and whether the conditions to the new issuance have been met. No party will independently verify our determination.

Collateral Amount; Allocation of Collections

The notes will be secured by and paid from the assets of the trust. The amount of receivables constituting collateral for any series of notes, called its collateral amount, will be specified in the related prospectus supplement, and initially will generally equal the initial outstanding principal amount of the notes of that series plus the initial excess collateral amount, if any, for that series of notes. During the revolving period, the amount of collateral for a series of notes offered under this prospectus will remain constant unless reduced on account of:

•

defaulted receivables or uncovered dilution; or

•

reallocation of principal collections to cover shortfalls in the payment of interest or other specified amounts to be paid from finance charge collections.

See “ The Servicers—Defaulted Receivables; Dilution; Investor Charge-Offs ” in this prospectus. When a series is amortizing, the collateral amount for that series will decline as transferred principal receivables are collected and paid, or accumulated for payment, to the noteholders.

The amount available to make payments on each series of notes on each payment date generally will be a portion of the collections of transferred principal receivables received by the trust based on the allocation percentage for that series of notes, which will be based on the collateral amount for that series. The collateral amount for each series of notes will be calculated as described in the related prospectus supplement.

The servicer, on behalf of the trust, will allocate all collections of finance charge receivables and transferred principal receivables among each series of notes and the Free Equity Amount based on the respective allocation percentages for each series and the transferor allocation percentage. The transferor allocation percentage at any time will equal 100% minus the total of the applicable allocation percentages for all outstanding series. The transferor allocation percentage of finance charge collections and principal collections will first be deposited in the excess funding account to the extent required to maintain a Free Equity Amount that is not less than the Minimum Free Equity Amount, as described under “ The Trust—Capitalization of Trust; Minimum Free Equity Amount ” in this prospectus. Any remaining finance charge collections and principal collections will be available for distribution by the trust to us or our assigns. Subject to the limitation described above, the collections allocated to each series will be retained in the collection account or applied as described in the related prospectus supplement.

Book-Entry Registration

This section describes the form your notes will take, how your notes may be transferred and how payments will be made to you.

The information in this section concerning DTC and DTC’s book-entry system has been provided by DTC. We have not independently verified the accuracy of this information.

You may hold your notes through DTC in the U.S., Clearstream or Euroclear in Europe or in any other manner described in the accompanying prospectus supplement. You may hold your notes directly with one of these systems if you are a participant in the system, or indirectly through organizations which are participants.

Cede & Co., as nominee for DTC, will hold the global notes. Clearstream and Euroclear will hold omnibus positions on behalf of the Clearstream customers and the Euroclear participants, respectively, through customers’ securities accounts in Clearstream’s and Euroclear’s names on the books of their respective depositaries, which in turn will hold those positions in customers’ securities accounts in the depositaries’ names on the books of DTC.

DTC is a limited-purpose trust company organized under the laws of the State of New York, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a “clearing agency” registered under the provisions of Section 17A of the Securities Exchange Act of 1934. DTC was created to hold securities for its participants and facilitate the clearance and settlement of securities transactions between participants through electronic book-entry changes in accounts of participants, thereby eliminating the need for physical movement of certificates. Participants include securities brokers and dealers, banks, trust companies and clearing corporations and may include other organizations. Participants also may include the underwriters of any series. Indirect access to the DTC system also is available to others, including banks, brokers, dealers and trust companies, as indirect participants, that clear through or maintain a custodial relationship with a participant, either directly or indirectly.

Transfers between DTC participants will occur in accordance with DTC rules. Transfers between Clearstream customers and Euroclear participants will occur in the ordinary way in accordance with their applicable rules and operating procedures.

Cross-market transfers between persons holding directly or indirectly through DTC, on the one hand, and directly or indirectly through Clearstream customers or Euroclear participants, on the other, will be effected through DTC in accordance with DTC rules on behalf of the relevant European international clearing system by its depositary; however, those cross-market transactions will require delivery of instructions to the relevant European international clearing system by the counterparty in that system in accordance with its rules and procedures and within its established deadlines, which will be based on European time. The relevant European international clearing system will, if the transaction meets its settlement requirements, deliver instructions to its depositary to take action to effect final settlement on its behalf by delivering or receiving securities in DTC, and making or receiving payment in accordance with normal procedures for same-day funds settlement applicable to DTC. Clearstream customers and Euroclear participants may not deliver instructions directly to Clearstream’s and Euroclear’s depositaries.

Because of time-zone differences, credits of securities in Clearstream or Euroclear as a result of a transaction with a participant will be made during the subsequent securities settlement processing, dated the business day following the DTC settlement date, and those credits or any transactions in those securities settled during that processing will be reported to the relevant Clearstream customer or Euroclear participant on that business day. Cash received in Clearstream or Euroclear as a result of sales of securities by or through a Clearstream customer or a Euroclear participant to a DTC participant will be received with value on the DTC settlement date but will be available in the relevant Clearstream or Euroclear cash account only as of the business day following settlement in DTC.

Note owners that are not participants or indirect participants but desire to purchase, sell or otherwise transfer ownership of, or other interest in, notes may do so only through participants and indirect participants. In addition, note owners will receive all distributions of principal of and interest on the notes from the indenture trustee through the participants who in turn will receive them from DTC. Under a book-entry format, note owners may experience some delay in their receipt of payments, since payments will be forwarded by the indenture trustee to Cede & Co., as nominee for DTC. DTC will forward those payments to its participants, which thereafter will forward them to indirect participants or note owners. It is anticipated that the only “noteholder” will be Cede & Co., as nominee of DTC. Note owners will not be recognized by the indenture trustee as noteholders, as that term is used in the indenture, and note owners will only be

permitted to exercise the rights of noteholders indirectly through the participants who in turn will exercise the rights of noteholders through DTC.

Under the rules, regulations and procedures creating and affecting DTC and its operations, DTC is required to make book-entry transfers among participants on whose behalf it acts with respect to the notes and is required to receive and transmit distributions of principal and interest on the notes. Participants and indirect participants with which note owners have accounts with respect to the notes similarly are required to make book-entry transfers and receive and transmit those payments on behalf of their respective note owners. Accordingly, although note owners will not possess notes, note owners will receive payments and will be able to transfer their interests.

Because DTC can only act on behalf of participants, who in turn act on behalf of indirect participants and certain banks, the ability of a note owner to pledge notes to persons or entities that do not participate in the DTC system, or otherwise take actions in respect of those notes, may be limited due to the lack of a physical certificate for those notes.

DTC has advised us that it will take any action permitted to be taken by a noteholder under the indenture only at the direction of one or more participants to whose account with DTC the notes are credited. Additionally, DTC has advised us that it will take those actions with respect to specified percentages of the collateral amount only at the direction of and on behalf of participants whose holdings include interests that satisfy those specified percentages. DTC may take conflicting actions with respect to other interests to the extent that those actions are taken on behalf of participants whose holdings include those interests.

Clearstream is incorporated under the laws of Luxembourg. Clearstream holds securities for its customers and facilitates the clearance and settlement of securities transactions between Clearstream customers through electronic book-entry changes in accounts of Clearstream customers, thereby eliminating the need for physical movement of notes. Transactions may be settled in Clearstream in any of 36 currencies, including United States dollars. Clearstream provides to its Clearstream customers, among other things, services for safekeeping, administration, clearance and settlement of internationally traded securities and securities lending and borrowing. Clearstream also deals with domestic securities markets in over 30 countries through established depository and custodial relationships. Clearstream is registered as a bank in Luxembourg, and therefore is subject to regulation by the Commission de Surveillance du Secteur Financier, which supervises Luxembourg banks. Clearstream’s customers are world-wide financial institutions, including underwriters, securities brokers and dealers, banks, trust companies and clearing corporations, among others, and may include the underwriters of any series of notes. Clearstream’s U.S. customers are limited to securities brokers and dealers and banks. Currently, Clearstream has approximately 2,000 customers located in over 80 countries, including all major European countries, Canada and the United States. Indirect access to Clearstream is also available to other institutions that clear through or maintain a custodial relationship with an account holder of Clearstream. Clearstream has established an electronic bridge with Euroclear Bank S.A./N.V. as the operator of the Euroclear System in Brussels to facilitate settlement of trades between Clearstream and Euroclear.

Euroclear was created in 1968 to hold securities for participants of the Euroclear System and to clear and settle transactions between Euroclear participants through simultaneous electronic book-entry delivery against payment, thereby eliminating the need for physical movement of notes and any risk from lack of simultaneous transfers of securities and cash. Transactions may now be settled in any of 34 currencies, including United States dollars. The Euroclear System includes various other services, including securities lending and borrowing and interfaces with domestic markets in several countries generally similar to the arrangements for cross-market transfers with DTC described above. The Euroclear System is operated by Euroclear Bank S.A./N.V. as the Euroclear operator. All operations are conducted by the Euroclear operator, and all Euroclear securities clearance accounts and Euroclear cash accounts are accounts with the Euroclear operator. Euroclear participants include central banks and other banks, securities brokers and dealers and other professional financial intermediaries and may include the underwriters of any series of notes. Indirect access to the Euroclear System is also available to other firms that clear through or maintain a custodial relationship with a Euroclear participant, either directly or indirectly.

Securities clearance accounts and cash accounts with the Euroclear operator are governed by the Code of Conduct for Clearing and Settlement and the related Operating Procedures of the Euroclear System. These terms and conditions govern transfers of securities and cash within the Euroclear System, withdrawal of securities and cash from the Euroclear System, and receipts of payments with respect to securities in the Euroclear System. All securities in the Euroclear System are held on a fungible basis without attribution of specific certificates to specific securities clearance accounts. The Euroclear operator acts under these rules and laws only on behalf of Euroclear participants and has no record of or relationship with persons holding through Euroclear participants.

Distributions with respect to notes held through Clearstream or Euroclear will be credited to the cash accounts of Clearstream customers or Euroclear participants in accordance with the relevant system’s rules and procedures, to the extent received by its depositary. Those distributions will be subject to tax reporting in accordance with relevant United States tax laws and regulations. See “ Federal Income Tax Consequences ” in this prospectus. Clearstream or the Euroclear operator, as the case may be, will take any other action permitted to be taken by a noteholder under the indenture on behalf of a Clearstream customer or Euroclear participant only in accordance with its relevant rules and procedures and subject to its depositary’s ability to effect those actions on its behalf through DTC.

Although DTC, Clearstream and Euroclear have agreed to the foregoing procedures in order to facilitate transfers of notes among participants of DTC, Clearstream and Euroclear, they are under no obligation to perform or continue to perform those procedures and those procedures may be discontinued at any time.

Definitive Notes

Notes that are initially cleared through DTC will be issued in definitive, fully registered, certificated form to note owners or their nominees, rather than to DTC or its nominee, only if:

•

the trust advises the indenture trustee in writing that DTC is no longer willing or able to discharge properly its responsibilities as depository with respect to that series or class of notes, and the trust is unable to locate a qualified successor;

•

circumstances change so that the book-entry system through DTC is less advantageous due to economic or administrative burden or the use of the book-entry system becomes unlawful with respect to a series and the trust notifies the indenture trustee in writing that because of the change in circumstance the trust is terminating the book-entry system with respect to that series or class of notes; or

•

after the occurrence of an event of default, note owners representing not less than 50%—or another percentage specified in the accompanying prospectus supplement—of the outstanding principal amount of the notes of that series or class advise DTC through participants in writing that the continuation of a book-entry system through DTC or a successor to DTC is no longer in the best interest of those note owners.

If any of these events occur, DTC must notify all participants of the availability through DTC of definitive notes. Upon surrender by DTC of the definitive instrument representing the notes and instructions for re-registration, the trust will execute and the indenture trustee will authenticate the notes as definitive notes, and thereafter the indenture trustee will recognize the registered holders of those definitive notes as noteholders under the indenture.

Payment of principal and interest on the notes will be made by the indenture trustee directly to holders of definitive notes in accordance with the procedures set forth in this prospectus and in the indenture. Interest payments and any principal payments on each payment date will be made to holders in whose names the definitive notes were registered at the close of business on the related record date.

Payments will be made by check mailed to the address of the noteholders as it appears on the register maintained by the indenture trustee. However, the final payment on any note—whether definitive notes or the notes registered in the name of Cede & Co. representing the notes—will be made only upon presentation and surrender of that note at the office or agency specified in the notice of final payment to noteholders. The indenture trustee will mail this notice to registered noteholders not later than the fifth day of the month of the final distributions.

Definitive notes will be transferable and exchangeable at the offices of the transfer agent and registrar, which will initially be the indenture trustee. No service charge will be imposed for any registration of transfer or exchange, but the trust and transfer agent and registrar may require payment of a sum sufficient to cover any tax or other governmental charge imposed in connection with the transfer or exchange.

Interest Payments

Your class of notes will receive interest on the dates and at the interest rate specified in the accompanying prospectus supplement. The interest rate on any note may be a fixed or floating rate as specified in the accompanying prospectus supplement. If your notes bear interest at a floating or variable rate, the accompanying prospectus supplement will describe how that rate is calculated.

Interest payments or deposits on any payment date will be paid from:

•

collections of finance charge receivables allocated to the series during the preceding Monthly Period or Monthly Periods, including any collections of transferred principal receivables treated as collections of finance charge receivables as described under “— Discount Option ” in this prospectus;

•

collections of finance charge receivables allocated to other series and made available as described under “— Shared Excess Finance Charge Collections ” in this prospectus;

•

investment earnings, if any, on any funds held in trust accounts, to the extent described in the accompanying prospectus supplement; and

•

any credit enhancement or derivative instrument, to the extent available for the series, as described in the related prospectus supplement.

If interest payments will be made less frequently than monthly, an interest funding account may be established to accumulate the required interest amount. If a series has more than one class of notes, that series may have more than one interest funding account. In addition, for any series, any accrued and unpaid interest not paid as of the final maturity date for that series will be due and payable on the final maturity date for that series.

Principal Payments

Each series will begin with a revolving period during which no principal payments will be made to the noteholders of that series. However, if specified in the accompanying prospectus supplement, principal may be payable on any class of notes during the revolving period in connection with a partial amortization. A partial amortization would occur if we were required to add receivables and the bank did not designate sufficient eligible accounts and we elected to avoid an early amortization event by commencing a partial amortization.

The revolving period for each series will be scheduled to end on or no later than a specified date, at which time a new period will begin during which principal collections available to that series will be accumulated in a trust account or used to repay the notes of that series. That new period is called an amortization period if partial principal payments are made each month, and is called an accumulation period if the available principal is accumulated for a series over one or more months to pay off a class of notes in full on a scheduled expected principal payment date. If the amount paid or accumulated each month is limited to some specified figure, then the period is called a controlled amortization period or controlled accumulation period, respectively.

However, each series will also be subject to early amortization events, which could cause the revolving period to end earlier than scheduled or could terminate an existing amortization period or accumulation period. Upon an early amortization event, an early amortization period will begin, during which available principal will be paid to noteholders monthly and will not be subject to any controlled amount or accumulation provision. Finally, a series with an accumulation period may specify some adverse events as accumulation events, rather than early amortization events, resulting in an early start to an accumulation period or removing any limitation based on a controlled accumulation amount.

Principal payments for any class of notes will be paid from collections of transferred principal receivables allocated to the related series and from other sources specified in the accompanying prospectus supplement. In the case of a series with more than one class of notes, the noteholders of one or more classes may receive payments of principal at different times. The accompanying prospectus supplement will describe the manner, timing and priority of payments of principal to noteholders of each class.

Funds on deposit in any principal accumulation account for a series may be subject to a guaranteed rate agreement or guaranteed investment contract or other arrangement intended to assure a minimum rate of return on the investment of those funds if specified in the related prospectus supplement. In order to enhance the likelihood of the payment in full of the principal amount of a class of notes at the end of an accumulation period, that class of notes may be subject to a principal guaranty or other similar arrangement if specified in the related prospectus supplement.

Length of Controlled Accumulation Period

The prospectus supplement for any series having a controlled accumulation period will specify the date on which that period is scheduled to commence and the scheduled length of that period. On each determination date until the controlled accumulation period begins for any series, the servicer, on behalf of the trust, will review the amount of expected principal collections and determine the number of months expected to be required to fully fund the principal accumulation account by the related expected principal payment date for each class of notes in that series. If the number of months needed to fully fund the principal accumulation account by the related expected principal payment date for each class of notes is less than or more than the number of months in the scheduled controlled accumulation period, the trust will either postpone the controlled accumulation period or start the controlled accumulation period earlier than the then-currently scheduled controlled accumulation period, as applicable, so that the number of months in the scheduled controlled accumulation period equals the number of months expected to be needed to fully fund the principal accumulation account by the expected principal payment date. In making its decision, the trust is required to assume that (1) the principal payment rate will be no greater than the lowest monthly principal payment rate for the prior 12 months, (2) the total amount of transferred principal receivables in the trust and the amounts on deposit in the excess funding account will remain constant, (3) no early amortization event for any series will occur and (4) no additional series will be issued after the related determination date. In no case will the controlled accumulation period for any series be reduced to less than one month.

Early Amortization Events

The revolving period for your series will continue through the date specified in the accompanying prospectus supplement unless an early amortization event occurs prior to that date. An early amortization event occurs with respect to all series of the trust upon the occurrence of any of the following events:

(a)

bankruptcy, insolvency, liquidation, conservatorship, receivership or similar events relating to us or the bank;

(b)

we are unable for any reason to transfer receivables to the trust or the bank is unable to transfer receivables to us; or

(c)

the trust becomes subject to regulation as an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

In addition, an early amortization event may occur with respect to any series upon the occurrence of any other event specified in the accompanying prospectus supplement. On the date on which an early amortization event is deemed to have occurred, the early amortization period or, if so specified in the accompanying prospectus supplement, the controlled accumulation period will commence. If, because of the occurrence of an early amortization event, the early amortization period begins earlier than the scheduled commencement of an amortization period or prior to an expected principal payment date, noteholders will begin receiving distributions of principal earlier than they otherwise would have, which may shorten the average life of the notes.

In addition to the consequences of an early amortization event discussed above, if insolvency or similar proceedings under the bankruptcy code or similar laws occur with respect to us or any other transferor of receivables to the trust, on the day of that event we or such other transferor, as applicable, will immediately cease to transfer principal receivables to the trust and promptly give notice to the indenture trustee and the trust of this event. Any transferred principal receivables or participation interests transferred to the trust prior to the event, as well as collections on those transferred principal receivables, participation interests and finance charge receivables accrued at any time with respect to those transferred principal receivables, will continue to be part of the trust assets.

If the only early amortization event to occur is our insolvency, the court may have the power to require the continued transfer of principal receivables to us, in which event we will continue to transfer principal receivables to the trust. See “ Risk Factors—Regulatory action could cause delays or reductions in payment of your notes ” in this prospectus.

Events of Default; Rights upon Event of Default

An event of default will occur under the indenture for any series of notes upon the occurrence of any of the following events:

(1)

the trust fails to pay principal when it becomes due and payable on the final maturity date for that series of notes;

(2)

the trust fails to pay interest when it becomes due and payable and the default continues for a period of 35 days;

(3)

bankruptcy, insolvency, conservatorship, receivership, liquidation or similar events relating to the trust;

(4)

the trust fails to observe or perform covenants or agreements made in the indenture in respect of the notes of that series, and:

(a)

the failure continues, or is not cured, for 60 days after notice, by registered or certified mail, to the trust by the indenture trustee or to the trust and the indenture trustee by noteholders representing 25% or more of the then-outstanding principal amount of that series of notes, requiring the failure to be remedied and stating that the notice is a “ Notice of Default ” under the indenture; and

(b)

as a result, the interests of the noteholders are materially and adversely affected, and continue to be materially and adversely affected during the 60-day period; or

(5)

any additional event specified in the indenture supplement related to that series.

An event of default will not occur if the trust fails to pay the full principal amount of a note on its expected principal payment date.

An event of default with respect to one series of notes will not necessarily be an event of default with respect to any other series of notes.

If an event of default referred to in clause (1), (2) or (4) above occurs and is continuing with respect to any series of notes, the indenture trustee or noteholders holding a majority of the then-outstanding principal amount of the notes of the affected series may declare the principal of the notes of that series to be immediately due and payable. If an event of default referred to in clause (3) above occurs and is continuing, the unpaid principal and interest due on the notes automatically will be deemed to be declared due and payable. Before a judgment or decree for payment of the money due has been obtained by the indenture trustee, noteholders holding a majority of the then-outstanding principal amount of the notes of that series may rescind the declaration of acceleration of maturity if:

(1)

the trust has paid or deposited with the indenture trustee all principal and interest due on the notes and all other amounts that would then be due if the event of default giving rise to the acceleration had not occurred, including all amounts then payable to the indenture trustee; and

(2)

all events of default have been cured or waived.

The indenture trustee will be under no obligation to exercise any of the rights or powers under the indenture at the request or direction of any of the noteholders if:

(1)

the indenture trustee is advised by counsel that the action it is directed to take is in conflict with applicable law or the indenture;

(2)

the indenture trustee determines in good faith that the requested actions would be illegal or involve the indenture trustee in personal liability or be unjustly prejudicial to noteholders not making the request or direction; or

(3)

the indenture trustee reasonably believes it will not be adequately indemnified against the costs, expenses and liabilities which might be incurred by it in complying with that request.

Subject to those provisions for indemnification and those limitations contained in the indenture, noteholders holding not less than a majority of the then-outstanding principal amount of the notes of the affected series will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the indenture trustee if an event of default has occurred and is continuing. Prior to the acceleration of the maturity of the notes of the affected series, the noteholders holding not less than a majority of the then-outstanding principal amount of each class of the notes of the

affected series or, with respect to any series with two or more classes, each class may also waive any event of default with respect to the notes, except a default in the payment of principal or interest or a default relating to a covenant or provision of the indenture that cannot be modified without the waiver or consent of each affected noteholder of that series.

After acceleration of a series of notes, principal collections and finance charge collections allocated to those notes will be applied to make monthly principal and interest payments on the notes until the earlier of the date the notes are paid in full or the final maturity date of the notes. Funds in the collection account and the other trust accounts for an accelerated series of notes and funds in the excess funding account that are available to that series will be applied immediately to pay principal of and interest on those notes.

Upon acceleration of the maturity of a series of notes following an event of default, the indenture trustee will have a lien on the collateral for those notes for its unpaid fees and expenses that ranks senior to the lien of those notes on the collateral.

In general, the indenture trustee will enforce the rights and remedies of the holders of accelerated notes. However, noteholders will have the right to institute any proceeding with respect to the indenture if the following conditions are met:

•

the noteholder or noteholders have previously given the indenture trustee written notice of a continuing event of default;

•

the noteholders of at least 25% of the then-outstanding principal balance of each affected series request the indenture trustee in writing to institute a proceeding as indenture trustee;

•

the noteholders offer indemnification to the indenture trustee that is satisfactory to the indenture trustee against the costs, expenses and liabilities of instituting a proceeding;

•

the indenture trustee has not instituted a proceeding within 60 days after receipt of the request and offer of indemnification; and

•

during the 60-day period following receipt of the request and offer of indemnification, the indenture trustee has not received from noteholders holding more than a majority of the then-outstanding principal amount of the notes of that series a direction inconsistent with the request.

If the indenture trustee receives conflicting or inconsistent requests and indemnity from two or more groups of any affected series, each representing less than a majority of the then-outstanding principal amount of that series, the indenture trustee in its sole discretion may determine what action, if any, will be taken.

Each holder of a note will have an absolute and unconditional right to receive payment of the principal of and interest in respect of that note as principal and interest become due and payable, and to institute suit for the enforcement of any payment of principal and interest then due and payable and those rights may not be impaired without the consent of that noteholder.

Subject to the provisions of the indenture relating to the duties of the indenture trustee, if any series of notes has been accelerated following an event of default, the indenture trustee may do one or more of the following:

•

institute proceedings in its own name and as trustee of an express trust for the collection of all amounts then payable on the notes of the affected series, enforce any judgment obtained and collect from the trust money determined to be due; or

•

take any other appropriate action to protect and enforce the rights and remedies of the indenture trustee and the noteholders of the affected series.

Subject to the conditions described in the following sentence, the indenture trustee also may cause the trust to sell principal receivables, which will be randomly selected, in an amount equal to the collateral amount for the series of accelerated notes and the related finance charge receivables. Before exercising this remedy, the indenture trustee must receive an opinion of counsel to the effect that exercise of this remedy complies with applicable federal and state securities laws and one of the following conditions must be satisfied:

•

receipt by the indenture trustee of the consent of all noteholders of the affected series;

•

determination by the indenture trustee that any proceeds from exercising the remedy will be sufficient to discharge in full all principal and interest due on the accelerated notes, and the indenture trustee obtains the consent of noteholders holding more than 50% of the then-outstanding principal amount of the affected series; or

•

determination by the indenture trustee that the trust assets may not continue to provide sufficient funds for the payment of principal of and interest on those notes as they would have become due if the notes had not been accelerated, and the indenture trustee obtains the consent of noteholders holding at least 66 ² ¤ ₃ % of the then-outstanding principal amount of each class of the notes of the affected series.

The remedies described above are the exclusive remedies provided to noteholders, and each noteholder by accepting its interest in the notes of any series and the indenture trustee expressly waive any other remedy that might have been available under the Uniform Commercial Code.

Shared Excess Finance Charge Collections

If a series is identified in the prospectus supplement for that series as included in a group, collections of finance charge receivables allocated to that series in excess of the amount needed to make deposits or payments for the benefit of that series may be shared with other series that are included in the same group. The servicer on behalf of the trust will allocate the aggregate of the excess finance charge collections for all series in the same group to cover any payments required to be made out of finance charge collections for any series in that group that have not been covered out of the finance charge collections allocable to those series. If the finance charge shortfalls exceed the excess finance charge collections for any group for any Monthly Period, excess finance charge collections will be allocated pro rata among the applicable series based on the relative amounts of finance charge shortfalls for such series.

Shared Principal Collections

Each series will share excess principal collections with each other series unless the related prospectus supplement excludes that series from this sharing arrangement. If a principal sharing series is allocated principal in excess of the amount needed for deposits or distributions of principal collections, that excess will be shared with other principal sharing series. The servicer, on behalf of the trust, will allocate the aggregate of the shared principal collections for all principal sharing series to cover any principal shortfalls for other principal sharing series. Principal shortfalls for each series will be calculated as described in the related prospectus supplements. Shared principal collections will only be available to make scheduled or permitted principal distributions to noteholders and deposits to principal accumulation accounts, if any, for any series that have not been covered out of the collections of transferred principal receivables allocable to those series, and will not be used to cover investor charge-offs for any series.

If the principal shortfalls exceed the amount of shared principal collections for any Monthly Period, shared principal collections for all series will be allocated pro rata among the applicable series based on the relative amounts of principal shortfalls. If shared principal collections exceed principal shortfalls, the balance will be available for distribution by the trust to us or our assigns or will be deposited in the excess funding account under the circumstances described under “ The Trust—Capitalization of the Trust; Minimum Free Equity Amount ” in this prospectus.

Discount Option

We have the option to reclassify a percentage of collections of transferred principal receivables as collections of finance charge receivables. We also have the option to reclassify a percentage of collections of transferred principal receivables arising in selected groups of trust accounts as collections of finance charge receivables. For example, we may choose to apply discounting to only those trust accounts arising in one or more selected retailer programs. If we do so, the reclassified percentage of collections of transferred principal receivables arising in accounts comprising the entire trust portfolio or accounts comprising only the portion of the trust portfolio selected for discounting for each Monthly Period will be considered collections of finance charge receivables and will be allocated with all other collections of finance charge receivables in the trust portfolio.

We may exercise this option in order to compensate for a decline in the portfolio yield, but only if there would be sufficient transferred principal receivables to allow for that discounting. Exercise of this option would result in a larger

amount of collections of finance charge receivables and a smaller amount of collections of transferred principal receivables. By doing so, we would reduce the likelihood that an early amortization event would occur as a result of a decreased portfolio yield and, at the same time, would increase the likelihood that we will have to add principal receivables to the trust. We may not exercise our option to reclassify collections of transferred principal receivables as collections of finance charge receivables if we reasonably believe that doing so would cause an early amortization event, or any event that with notice or lapse of time or both, would constitute an early amortization event for any series of notes.

In addition, the rating agencies may limit the percentage of transferred principal receivables that may be reclassified from time to time.

Voting Rights; Amendments

Transfer Agreement and Servicing Agreement

The transfer agreement may be amended by us and the trust. The servicing agreement may be amended by the servicer and the trust; however, in the case of any amendment, modification, termination or waiver of the servicing agreement that could reasonably be expected to have a material adverse effect on the performance of the receivables, the Rating Agency Condition must be satisfied. The trust has covenanted to the indenture trustee that it will not amend the transfer agreement or the servicing agreement, unless:

(1)

(a)

the amendment is being entered into to cure any ambiguity or correct or supplement any provisions of the applicable agreement or to add or change any other provisions concerning matters or questions raised under that agreement; and

(b)

the Rating Agency Condition has been satisfied and the trust has received a certificate from one of our authorized officers stating that, in our reasonable belief, the amendment will not:

(i)

result in the occurrence of an early amortization event or an event of default; or

(ii)

materially and adversely affect the amount or timing of distributions to be made to noteholders of any series or class; or

(2)

the Rating Agency Condition has been satisfied and the amendment is being entered into to add, modify or eliminate any provisions necessary or advisable in order to enable the trust to avoid the imposition of state or local income or franchise taxes on the trust’s property or its income; or

(3)

the trust obtains the consent of noteholders representing more than 66 ² ¤ ₃ % of the then-outstanding principal amount of the notes of each series affected by the amendment for which we have not delivered to the trust a certificate of the type described in clause (1)(b) above.

The trust will also covenant to the indenture trustee that, notwithstanding the foregoing clauses (1) through (3) above, the trust will not enter into any amendment of the transfer agreement or the servicing agreement if the amendment:

(1)

reduces the amount of, or delays the timing of:

(a)

any distributions to be made to noteholders of any series; or

(b)

the amount available under any credit enhancement,

in each case, without the consent of each affected noteholder;

(2)

changes the manner of calculating the interest of any noteholder without the consent of each affected noteholder;

(3)

reduces the percentage of the outstanding principal amount of the notes required to consent to any amendment, without the consent of each affected noteholder; or

(4)

adversely affects the rating of any series or class by each Hired Agency, without the consent of noteholders representing more than 66 ² ¤ ₃ % of the then-outstanding principal amount of the notes of each affected series or class.

For purposes of clause (1) above, changes in early amortization events or events of default that decrease the likelihood of the occurrence of those events will not be considered delays in the timing of distributions.

Trust Agreement

The trust agreement may be amended by us and the owner trustee, without the consent of the noteholders, to cure any ambiguity, to correct or supplement any provision in the trust agreement, or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the trust agreement or modifying the rights of the holder of the transferor certificate if:

•

we certify that the action will not adversely affect in any material respect the interests of the holder of the transferor certificate or the noteholders; and

•

the Rating Agency Condition has been satisfied.

Receivables Sale Agreement

The receivables sale agreement may be amended without the consent of the noteholders. However, we have covenanted in the transfer agreement that we will not enter into an amendment of the receivables sale agreement if such amendment would adversely affect in any material respect the interests of the trust or the noteholders.

Indenture

The trust and the indenture trustee may, without the consent of any noteholders but with prior written notice to each Hired Agency, enter into one or more supplemental indentures for any of the following purposes:

•

to correct or enhance the description of any property subject to the lien of the indenture, or to take any action that will enhance the indenture trustee’s lien under the indenture, or to add to the property pledged to secure the notes;

•

to reflect the agreement of another person to assume the role of the trust when permitted under the indenture;

•

to add to the covenants of the trust, for the benefit of the noteholders, or to surrender any right or power of the trust if the surrender would not have a material adverse effect on the noteholders;

•

to transfer or pledge any property to the indenture trustee for the benefit of the noteholders;

•

to cure any ambiguity, to correct or supplement any provision in the indenture or in any supplemental indenture that may be inconsistent with any other provision in the indenture or in any supplemental indenture or to make any other provisions concerning matters arising under the indenture as long as that action would not materially adversely affect the interests of the noteholders;

•

to appoint a successor to the indenture trustee with respect to the notes and to add to or change any of the provisions of the indenture to allow more than one indenture trustee to act under the indenture, in each case subject to the applicable terms of the indenture;

•

to modify, eliminate or add to the provisions of the indenture as necessary to qualify the indenture under the Trust Indenture Act of 1939, or any similar federal statute later enacted; or

•

to permit the issuance of one or more new series of notes under the indenture.

The trust and the indenture trustee may also, without the consent of any noteholders, enter into one or more supplemental indentures to amend the indenture or any indenture supplement, upon:

(1)

the satisfaction of the Rating Agency Condition;

(2)

the trust’s delivery of an officer’s certificate to the effect that all requirements for the amendment have been satisfied and, in the reasonable belief of the certifying officer, the action will not (i) cause an early amortization event or an event of default or (ii) materially and adversely affect the amount or timing of payments to be made to the noteholders of any series or class; and

(3)

receipt by the trust of an opinion of counsel to the effect that for federal income tax purposes:

(a)

the transaction will not adversely affect the tax characterization as debt of notes of any outstanding class as to which an opinion of counsel was delivered at the time of their issuance that those notes would be characterized as debt;

(b)

the transaction will not cause the trust to be deemed to be an association or publicly traded partnership taxable a corporation; and

(c)

the transaction will not cause or constitute an event in which gain or loss would be recognized by any noteholder.

The trust and the indenture trustee may also, without the consent of the noteholders of any series, enter into one or more supplemental indentures to add, modify or eliminate any provisions necessary or advisable in order to enable the trust to avoid the imposition of state or local income or franchise taxes on the trust’s property or its income. Prior to any amendment described in this paragraph, the Rating Agency Condition must be satisfied. In addition, no amendment described in this paragraph or the preceding paragraph may affect the rights, duties or obligations of the indenture trustee or the trust under the indenture.

The trust and the indenture trustee will not, without prior notice to each Hired Agency and the consent of each noteholder affected, enter into any supplemental indenture to:

•

change the due date of payment of any installment of principal of or interest on any note or reduce the principal amount of a note, the note interest rate or the redemption price of the note or change any place of payment where, or the currency in which, any note or interest thereon is payable;

•

impair the right to institute suit for the enforcement of specified payment provisions of the indenture;

•

reduce the percentage of the aggregate principal amount of the notes of any series, whose consent is required (a) for execution of any supplemental indenture or (b) for any waiver of compliance with specified provisions of the indenture or of some defaults under the indenture and their consequences provided in the indenture;

•

reduce the percentage of the aggregate principal amount of the notes required to direct the indenture trustee to direct the trust to sell or liquidate the trust assets if the proceeds of the sale would be insufficient to pay the principal amount and interest due on those notes;

•

decrease the percentage of the aggregate principal amount of the notes required to amend the sections of the indenture that specify the percentage of the principal amount of the notes of a series necessary to amend the indenture or other related agreements;

•

modify provisions of the indenture prohibiting the voting of notes held by the trust, any other party obligated on the notes, us, or any of our or their affiliates; or

•

permit the creation of any lien superior or equal to the lien of the indenture with respect to any of the collateral for any notes or, except as otherwise permitted or contemplated in the indenture, terminate the lien of the indenture on the collateral or deprive any noteholder of the security provided by the lien of the indenture.

The trust and the indenture trustee may otherwise, with the consent of noteholders holding more than 66 ² ¤ ₃ % of the then-outstanding principal amount of the notes of each series adversely affected, enter into one or more supplemental indentures to add provisions to or change in any manner or eliminate any provision of the indenture or to change the rights of the noteholders under the indenture.

List of Noteholders

Holders of not less than 10% of the outstanding principal amount of any series of notes may obtain access to the list of noteholders the indenture trustee maintains for the purpose of communicating with other noteholders. The indenture trustee may elect not to allow the requesting noteholders access to the list of noteholders if it agrees to mail the requested communication or proxy, on behalf and at the expense of the requesting noteholders, to all noteholders of record.

Fees and Expenses Payable From Collections

On the second business day preceding each payment date, the trust will determine:

•

the amount of fees and any other amounts payable to the indenture trustee;

•

the amount of fees and any other amounts payable to the owner trustee; and

•

the amount of fees and any other amounts payable to the administrator;

and, if the above fees and expenses have not been paid by us or the trust, will allocate those fees and expenses, to the extent any of those amounts are solely attributable to one series, to each series as to which they are solely attributable, and any amounts remaining will be allocated to each series according to their respective allocation percentages. The amount allocated to each series will be paid on the following payment date. The indenture supplement for any series may specify a cap on the amount of these fees and expenses that are payable from the collections allocated to that series on any payment date.

In addition, a portion of the monthly servicing fee payable to the servicer on each payment date will be allocated to each series as described under “ The Servicers—Servicing Compensation and Payment of Expenses ” in this prospectus.

The following table summarizes the fees and expenses that may be payable from the collections allocated to the notes:

Type of Fees and Expenses	Amount or Calculation	Purpose	Source of Funds for Payment	Distribution Priority
indenture trustee fees and expenses	an amount agreed upon by the trust and the indenture trustee from time to time	compensation and reimbursement of the indenture trustee	payable by the trust and may be paid from finance charge collections allocated to the notes as described above	as specified under “ Description of Series Provisions—Application of Finance Charge Collections ” in the related prospectus supplement

owner trustee fees and expenses	An amount agreed upon by us and the owner trustee from time to time	compensation and reimbursement of the owner trustee	payable by us, and to the extent amounts remain unpaid, payable from finance charge collections allocated to the notes as described above	as specified under “ Description of Series Provisions—Application of Finance Charge Collections ” in the related prospectus supplement

administrator fees and expenses	$350 monthly	compensation and reimbursement of the administrator	payable by the trust and may be paid from finance charge collections allocated to the notes	as specified under “ Description of Series Provisions—Application of Finance Charge Collections ” in the related prospectus supplement

Type of Fees and Expenses		Amount or Calculation		Purpose		Source of Funds for Payment		Distribution Priority
servicing fees and expenses		1/12 ^th of the product of the servicing fee rate for the related series, as specified in the related prospectus supplement, and the collateral amount for that series on the last day of the prior Monthly Period		compensation and reimbursement of the servicer		the portion of the servicing fee allocated to any series will be payable from finance charge collections allocated to that series		as specified under “ Description of Series Provisions—Application of Finance Charge Collections ” in the related prospectus supplement

Final Payment of Principal

If so specified in the prospectus supplement relating to a series, we will have the option to purchase the collateral amount for your series at any time after the remaining outstanding principal amount of that series is 10% or less of the initial principal amount of that series, but only if the purchase price paid to the trust is sufficient to pay all amounts owing to the noteholders of that series and all other amounts specified for that series in the related indenture supplement, as described in the prospectus supplement for that series. The purchase price will equal:

•

the collateral amount of the notes of that series; plus

•

that series’ applicable allocation percentage of finance charge receivables.

The trust will give the indenture trustee at least thirty days prior written notice of the date on which we intend to exercise our purchase option. For any series, the related prospectus supplement may specify additional conditions to our purchase option.

Each prospectus supplement will specify the final maturity date for the related notes, which will generally be a date falling substantially later than the expected principal payment date. For any class of notes, principal will be due and payable on the final maturity date. Additionally, the failure to pay principal by the final maturity date will be an event of default, and the indenture trustee or holders of a specified percentage of the notes of that series will have the rights described under “ Description of the Notes—Events of Default; Rights upon Event of Default ” in this prospectus. The trust will notify the indenture trustee, and the indenture trustee will subsequently notify each noteholder of record at the close of business on the record date preceding the payment date, of the date on which the trust expects the final installment of principal and interest on the notes to be paid. Such notice will be mailed no later than the fifth day of the calendar month for the final payment date and will specify that the final installment will be payable only upon presentation and surrender of the related note and will specify where the notes may be presented and surrendered for payment of the final installment.

Satisfaction and Discharge of Indenture

The indenture will be discharged with respect to the notes upon the delivery to the indenture trustee for cancellation of all the notes or, with specific limitations, upon deposit with the indenture trustee of funds sufficient for the payment in full of all the notes.

Credit Enhancement

General

For any series, credit enhancement may be provided with respect to one or more of the related classes. Credit enhancement may be in the form of setting the collateral amount for that series at an amount greater than the initial principal amount of the notes in that series, the subordination of one or more classes of the notes of that series, a letter of credit, the establishment of a cash collateral guaranty or account, a derivative agreement, a surety bond, an insurance policy, a spread account, a reserve account or the use of cross support features, or any combination of these. If so specified in the accompanying prospectus supplement, any form of credit enhancement may be structured so as to be drawn upon by more than one class to the extent described in that accompanying prospectus supplement. Any credit enhancement that constitutes a

guarantee of the applicable notes will be separately registered under the Securities Act unless exempt from registration under the Securities Act.

In the prospectus supplement for each series, we will describe the amount and the material terms of the related credit enhancement. Often, the credit enhancement will not provide protection against all risks of loss and will not guarantee repayment of the entire principal amount of the notes and interest thereon. If losses occur which exceed the amount covered by the credit enhancement or which are not covered by the credit enhancement, noteholders will bear their allocable share of uncovered losses.

If credit enhancement is provided with respect to a series, the accompanying prospectus supplement will include a description of:

•

the amount payable under that credit enhancement;

•

any conditions to payment not described in this prospectus;

•

the conditions, if any, under which the amount payable under that credit enhancement may be reduced and under which that credit enhancement may be terminated or replaced; and

•

any material provision of any agreement relating to that credit enhancement.

The accompanying prospectus supplement may also set forth additional information with respect to any credit enhancement provider, including:

•

a brief description of its principal business activities;

•

its principal place of business, place of incorporation and the jurisdiction under which it is chartered or licensed to do business;

•

if applicable, the identity of regulatory agencies which exercise primary jurisdiction over the conduct of its business; and

•

its total assets, and its stockholders’ or policy holders’ surplus, if applicable, and other appropriate financial information as of the date specified in the prospectus supplement.

If so specified in the accompanying prospectus supplement, credit enhancement with respect to a series may be available to pay principal of the notes of that series following the occurrence of one or more early amortization events with respect to that series. In this event, the credit enhancement provider will have an interest in the cash flows in respect of the receivables to the extent described in that prospectus supplement.

Subordination

If so specified in the accompanying prospectus supplement, one or more classes of notes of any series will be subordinated as described in the accompanying prospectus supplement to the extent necessary to fund payments with respect to the senior notes. The rights of the holders of these subordinated notes to receive distributions of principal and/or interest on any payment date for that series will be subordinate in right and priority to the rights of the holders of senior notes, but only to the extent set forth in the accompanying prospectus supplement. If so specified in the accompanying prospectus supplement, subordination may apply only in the event that a specified type of loss is not covered by another form of credit enhancement.

The accompanying prospectus supplement will also set forth information concerning:

•

the amount of subordination of a class or classes of subordinated notes in a series;

•

the circumstances in which that subordination will be applicable;

•

the manner, if any, in which the amount of subordination will decrease over time; and

•

the conditions under which amounts available from payments that would otherwise be made to holders of those subordinated notes will be distributed to holders of senior notes.

If collections of receivables otherwise distributable to holders of a subordinated class of a series will be used as support for a class of another series, the accompanying prospectus supplement will specify the manner and conditions for applying that cross-support feature.

Letter of Credit

If so specified in the accompanying prospectus supplement, support for a series or one or more of the related classes will be provided by one or more letters of credit. A letter of credit may provide limited protection against some losses in addition to or in lieu of other credit enhancement. The trust of the letter of credit will be obligated to honor demands with respect to that letter of credit, to the extent of the amount available thereunder, to provide funds under the circumstances and subject to any conditions as are specified in the accompanying prospectus supplement.

The maximum liability of the trust of a letter of credit under its letter of credit will generally be an amount equal to a percentage specified in the accompanying prospectus supplement of the initial collateral amount of a series or a class of that series. The maximum amount available at any time to be paid under a letter of credit will be set forth in the accompanying prospectus supplement.

Cash Collateral Guaranty, Cash Collateral Account or Excess Collateral

If so specified in the accompanying prospectus supplement, support for a series or one or more of the related classes will be provided by the following:

•

a cash collateral guaranty, secured by the deposit of cash or permitted investments in a cash collateral account, reserved for the beneficiaries of the cash collateral guaranty;

•

a cash collateral account; or

•

a collateral amount in excess of the initial principal amount of the notes for that series.

The amounts on deposit in the cash collateral account or available under the cash collateral guaranty may be increased under the circumstances described in the accompanying prospectus supplement which may include:

•

to the extent we elect to apply collections of transferred principal receivables allocable to the excess collateral to decrease the excess collateral;

•

to the extent collections of transferred principal receivables allocable to the excess collateral must be deposited into the cash collateral account; and

•

to the extent excess collections of finance charge receivables must be deposited into the cash collateral account.

The amount available from the cash collateral guaranty, the cash collateral account and any excess collateral will be limited to an amount specified in the accompanying prospectus supplement. The accompanying prospectus supplement will set forth the circumstances under which payments are made to beneficiaries of the cash collateral guaranty from the cash collateral account or from the cash collateral account directly.

Derivative Agreements

If so specified in the accompanying prospectus supplement, a series or one or more classes may have the benefits of one or more derivative agreements, which may be a currency or interest rate swap, a cap (obligating a derivative counterparty to pay all interest in excess of a specified percentage rate), a collar (obligating a derivative counterparty to pay all interest below a specified percentage rate and above a higher specified percentage rate) or a guaranteed investment contract (obligating a derivative counterparty to pay a guaranteed rate of return over a specified period) with various counterparties. In general, the trust will receive payments from counterparties to the derivative agreements in exchange for the trust’s payments to them, to the extent required under the derivative agreements. The specific terms of a derivative agreement applicable to a series or class of notes and a description of the related counterparty will be included in the related prospectus supplement.

Surety Bond or Insurance Policy

If so specified in the accompanying prospectus supplement, insurance with respect to a series or one or more of the related classes will be provided by one or more insurance companies. This insurance will guarantee, with respect to one or more classes of the related series, distributions of interest or principal in the manner and amount specified in the accompanying prospectus supplement.

If so specified in the accompanying prospectus supplement, a surety bond will be purchased for the benefit of the holders of any series or class of that series to assure distributions of interest or principal with respect to that series or class of notes in the manner and amount specified in the accompanying prospectus supplement.

If an insurance policy or a surety bond is provided for any series or class, the provider of the insurance policy or surety bond will be permitted to exercise the voting rights of the noteholders of the applicable series or class to the extent described in the prospectus supplement for that series. For example, if specified in the related prospectus supplement, the provider of the insurance policy or surety bond, rather than the noteholders of that series, may have the sole right to:

•

consent to amendments to the indenture or direct the trust to take any action under the transfer agreement, the servicing agreement or any other document applicable to that series;

•

if an event of default occurs, accelerate the notes of that series or direct the indenture trustee to exercise any remedy available to the noteholders; or

•

waive any event of default or early amortization event for that series.

Spread Account

If so specified in the accompanying prospectus supplement, support for a series or one or more of the related classes will be provided by the periodic deposit of all or a portion of available excess cash flow from the trust assets into a spread account intended to assist with subsequent distribution of interest and principal on the notes of that class or series in the manner specified in the accompanying prospectus supplement.

Reserve Account

If so specified in the accompanying prospectus supplement, support for a series or one or more of the related classes or any related enhancement will be provided by a reserve account. The reserve account may be funded, to the extent provided in the accompanying prospectus supplement, by an initial cash deposit, the retention of a portion of periodic distributions of principal or interest or both otherwise payable to one or more classes of notes, including the subordinated notes, or the provision of a letter of credit, guarantee, insurance policy or other form of credit or any combination of these arrangements. The reserve account will be established to assist with the subsequent distribution of principal or interest on the notes of that series or the related class or any other amount owing on any related enhancement in the manner provided in the accompanying prospectus supplement.

Certain Relationships and Related Transactions

The nature of the affiliations among the bank, as sponsor and subservicer, GE Capital, as servicer and administrator, GE Consumer Finance, Inc., as subservicer, the trust and us is illustrated in the chart below.

[Description, if applicable, of; (1) any business relationship, agreement, arrangement, transaction or understanding that is entered into outside the ordinary course of business or is on terms other than would be obtained in an arm's length transaction with an unrelated third party, apart from this asset-backed securities transaction, between the sponsor, us and the issuing entity and any of the parties described in paragraphs (a)(1) through (a)(6) of Item 1119 of Regulation AB, or any affiliates of such parties, that currently exists or that existed during the past two years and that is material to an investor's understanding of the notes; and (2) to the extent material, any specific relationships involving or relating to this asset-backed securities transaction or the assets of the issuing entity, between the sponsor, us or the issuing entity and any of the parties in paragraphs (a)(1) through (a)(6) of Item 1119 of Regulation AB, or any affiliates of such parties, that currently exists or that existed during the past two years.]

Ownership of Transaction Parties Included in the GE Affiliated Group

Y:/TQDATA/VINEYARD/LIVE JOBS/2012/04 APR/23 APR/SHIFT III/V310298 GE S-3/DRAFT/03-PRODUCTION

Federal Income Tax Consequences

The following is a summary of the material U.S. Federal income tax consequences of the purchase, ownership and disposition of the notes. This summary is based upon current provisions of the Code, proposed, temporary and final Treasury regulations promulgated thereunder, and published rulings and court decisions currently in effect. The current tax laws and the current regulations, rulings and court decisions may be changed, possibly retroactively. The portions of this summary which relate to matters of law or legal conclusions represent the opinion of Mayer Brown LLP, special federal tax counsel for the trust, as qualified in this summary.

The following summary does not furnish information in the level of detail or with the attention to an investor’s specific tax circumstances that would be provided by an investor’s own tax advisor. For example, it does not discuss the tax consequences of the purchase, ownership and disposition of the notes by investors that are subject to special treatment under the federal income tax laws, including banks and thrifts, insurance companies, regulated investment companies, dealers in securities, holders that will hold the notes as a position in a “straddle” for tax purposes or as part of a “synthetic security” or “conversion transaction” or other integrated investment comprised of the notes and one or more other investments, trusts and estates and pass-through issuers, the equity holders of which are any of these specified investors. In addition, the discussion regarding the notes is limited to the federal income tax consequences of the initial investors and not a purchaser in the secondary market and also is limited to investors who have purchased notes and hold those notes as capital assets within the meaning of section 1221 of the Code.

The trust will be provided with an opinion of Mayer Brown LLP regarding certain federal income tax matters discussed below. An opinion of Mayer Brown LLP, however, is not binding on the Internal Revenue Service (the “IRS”) or the courts. Moreover, there are no cases or IRS rulings on similar transactions involving debt interests issued by a trust with terms similar to those of the notes. As a result, the IRS may disagree with all or a part of the discussion below. No ruling on any of the issues discussed below will be sought from the IRS.

Tax Characterization of the Trust

Mayer Brown LLP is of the opinion that the trust will not be an association (or publicly traded partnership) taxable as a corporation for federal income tax purposes. This opinion is based on the assumption of compliance by all parties with the terms of the trust agreement and related documents.

If the trust were taxable as a corporation for federal income tax purposes, the trust would be subject to corporate income tax on its taxable income. The trust’s taxable income would include all its income on the receivables, possibly reduced by its interest expense on the notes. Any corporate income tax imposed on the trust could materially reduce cash available to make payments on the notes, and holders of any notes not considered debt for federal income tax purposes could be liable for any tax that is unpaid by the trust.

Tax Consequences to Holder of the Notes

Treatment of the Notes as Indebtedness . The trust will agree, and if you purchase notes, you will agree by your purchase of the notes, to treat the notes as debt for federal, state and local income and franchise tax purposes. Mayer Brown LLP is of the opinion that the notes will be classified as debt for federal income tax purposes. This opinion is based on Mayer Brown LLP’s examination of this prospectus, the indenture and such other documents, instruments and information Mayer Brown LLP considered necessary. The discussion below assumes the notes are classified as debt for federal income tax purposes.

OID, Indexed Securities, etc . The discussion below assumes that all payments on the notes are denominated in U.S. dollars, and that the notes are not indexed securities or strip notes. If any notes that are not denominated in U.S. dollars or are indexed securities or strip notes are issued, additional disclosure will appear in the related prospectus supplement. Additionally, the discussion assumes that the interest formula for the notes meets the requirements for “qualified stated interest” under Treasury regulations (the “OID Regulations”) relating to original issue discount (“OID”). This discussion assumes that any OID on the notes is a de minimis amount, within the meaning of the OID Regulations. Under the OID Regulations, the notes will have OID to the extent the principal amount of the notes exceeds their issue price. Further, if the notes have any OID, it will be de minimis if it is less than 0.25% of the principal amount of the notes multiplied by the number of full years included in their term. If these conditions are not satisfied for any given series of notes and as a result the notes are treated as issued with OID, additional tax considerations for these notes will be disclosed in the applicable prospectus supplement.

Based on the above assumptions, except as discussed below, the notes will not be considered issued with OID. If you buy notes you will be required to report as ordinary interest income the stated interest on the notes when received or accrued in accordance with your method of tax accounting. Under the OID Regulations, if you hold a note issued with a de minimis amount of OID, you must include this OID in income, on a pro rata basis, as principal payments are made on the note. If you purchase a note in the secondary market for more or less than its principal amount, you generally will be subject, respectively, to the premium amortization or market discount rules of the Code.

If you have purchased a note that has a fixed maturity date of not more than one year from the issue date of the note (a “Short-Term Note”) you may be subject to special rules. Under the OID Regulations, all stated interest on a Short-Term

Note will be treated as OID. If you are an accrual basis holder of a Short-Term Note or a cash basis holder specified in Section 1281 of the Code, including regulated investment companies, you will generally be required to report interest income as OID accrues on a straight-line basis over the term of each interest period. If you are a cash basis holder of a Short-Term Note other than those specified in Section 1281 of the Code, you will, in general, be required to report interest income as interest is paid, or, if earlier, upon the taxable disposition of the Short-Term Note. However, if you are a cash basis holder of a Short-Term Note reporting interest income as it is paid, you may be required to defer a portion of any interest expense otherwise deductible on indebtedness incurred to purchase or carry the Short-Term Note. This interest expense would be deferred until the taxable disposition of the Short-Term Note. If you are a cash basis taxpayer, you may elect under Section 1281 of the Code to accrue interest income on all non-government debt obligations with a term of one year or less. If you have so elected, you would include OID on the Short-Term Note in income as it accrues, but you would not be subject to the interest expense deferral rule. Special rules not discussed in this summary apply to a Short-Term Note purchased for more or less than its principal amount.

Sale or Other Disposition of Notes . Upon the sale of a note, a noteholder will recognize gain or loss in an amount equal to the difference between the amount realized on the sale and the noteholder’s adjusted basis in the note. The adjusted tax basis of a note will equal the noteholder’s cost for the note, increased by any market discount, OID and gain previously included in the noteholder’s income with respect to the note and decreased by the amount of premium, if any, previously amortized and by the amount of principal payments previously received on the note. Any gain or loss will be capital gain or loss, except for gain representing accrued interest and accrued market discount not previously included in income. Capital losses generally may be used by a corporate taxpayer only to offset capital gains, and by an individual taxpayer only to the extent of capital gains plus $3,000 of other income. In the case of an individual taxpayer, any capital gain on the sale of a note will be taxed at the taxpayer’s ordinary income tax rate if the note is held for not more than 12 months and at the taxpayer’s maximum capital gains rate if the note is held for more than 12 months.

Foreign Holders . If you are a nonresident alien, foreign corporation or other non-U.S. person (a “Foreign Person”), any interest paid to or accrued by you (including OID) generally will be considered “portfolio interest” and generally will not be subject to U.S. federal income tax and withholding tax provided that the income is not effectively connected with your conduct of a trade or business carried on in the United States and:

(i)

you do not actually or constructively own 10% or more of the total combined voting power of all classes of stock of us or the trust;

(ii)

you are not a controlled foreign corporation that is related to us or the trust through stock ownership;

(iii)

you are not a bank whose receipt of interest on a note is described in section 881(c)(3)(A) of the Code; and

(iv)

the interest is not contingent interest described in section 871(h)(4) of the Code.

To qualify for this exemption from taxation, you, or a financial institution holding the note on your behalf, must provide, in accordance with specified procedures, a paying agent of the trust with a statement to the effect that you are not a U.S. person. Currently these requirements will be met if you provide your name and address, and certify, under penalties of perjury, that you are not a U.S. person (which certification may be made on an IRS Form W-8BEN or substantially similar form), or if a financial institution holding the note on your behalf certifies, under penalties of perjury, that the required statement has been received by it and furnishes a paying agent with a copy of the statement.

If you are a Foreign Person and interest paid or accrued to you is not “portfolio interest,” then it will be subject to a 30% withholding tax unless you provide the trust or its paying agent, as the case may be, with a properly executed:

•

IRS Form W-8BEN, claiming an exemption from withholding tax or a reduction in withholding tax under the benefit of a tax treaty; or

•

IRS Form W-8ECI, stating that interest paid on the note is not subject to withholding tax because it is effectively connected with your conduct of a trade or business in the United States.

If you are a Foreign Person engaged in a trade or business in the United States and interest on the note is effectively connected with your conduct of the trade or business, although you will be exempt from the withholding tax discussed above, you will be subject to U.S. federal income tax on interest on a net income basis in the same manner as if you were a U.S. person. In addition if you are a foreign corporation, you may be subject to a branch profits tax equal to 30%, or lower treaty rate, of your effectively connected earnings and profits for the taxable year, subject to adjustments.

If you are a Foreign Person, any capital gain realized by you on the sale, redemption, retirement or other taxable disposition of a note by you will be exempt from U.S. federal income and withholding tax; provided that:

•

the gain is not effectively connected to your conduct of a trade or business in the United States; and

•

if you are an individual Foreign Person, you have not been present in the United States for 183 days or more in the taxable year.

Backup Withholding . If you are not an exempt holder, including a corporation, tax-exempt organization, qualified pension and profit-sharing trust, individual retirement account or non-resident alien who provides certification as to status as a non-resident, you will be required to provide, under penalties of perjury, a certificate containing your name, address, correct federal taxpayer identification number and a statement that you are not subject to backup withholding. If you are not an exempt holder and fail to provide the required certification, the trust will be required to withhold a percentage (currently at a rate of 28%) of the amount otherwise payable to you, and remit the withheld amount to the IRS as a credit against your federal income tax liability. Information returns will be sent annually to the IRS and to you setting forth the amount of interest paid on the notes owned by you and the amount of tax withheld on those payments.

Newly Enacted United States Legislation . Congress recently enacted legislation that significantly changes the reporting requirements imposed on certain non-U.S. persons, including certain foreign financial institutions and investment funds. In general, a 30% withholding tax could be imposed on payments made to any such non-U.S. person unless such non-U.S. person complies with certain reporting requirements regarding its direct and indirect U.S. shareholders and/or U.S. accountholders. Such withholding could apply to payments regardless of whether they are made to such non-U.S. person in its capacity as a holder of a note or in a capacity of holding a note for the account of another. Under the statute, these rules generally would apply to payments made after December 31, 2012, but would exempt from withholding payment on, or proceeds in respect of, debt instruments outstanding on the date two years after the date of enactment (which date of enactment was March 18, 2010). The IRS recently published proposed Treasury regulations in respect to this legislation which extends such exemption to debt instruments outstanding on January 1, 2013. The proposed Treasury regulations have not been adopted as final. Potential investors are encouraged to consult with their tax advisors regarding the possible implications of this legislation on an investment in the notes.

Recently enacted legislation generally imposes an additional tax of 3.8% on the “net investment income” of certain individuals, trusts and estates for taxable years beginning after December 31, 2012. Among other items, net investment income generally includes gross income from interest and net gain attributable to the disposition of certain property, less certain deductions. Holders should consult their own tax advisors regarding the possible implications of this legislation in their particular circumstances.

Possible Alternative Treatments of the Notes . If, contrary to the opinion of Mayer Brown LLP, the IRS successfully asserted that one or more of the notes did not represent debt for federal income tax purposes, the notes might be treated as equity interests in the trust. In this case, the trust would be treated as a partnership and may be treated as a publicly traded partnership taxable as a corporation. Also, even if such a partnership was not treated as a publicly traded partnership taxable as a corporation, treatment of the notes as equity interests in a partnership could have adverse tax consequences to you. For example, if you are a foreign person, income to you might be subject to U.S. tax and U.S. tax return filing and withholding requirements, and if you are an individual holder, you might be subject to certain limitations on your ability to deduct your share of trust expenses.

Trust Tax Consequences

The above discussion does not address the tax treatment of the trust, notes, or holders of any notes issued by an issuing entity under any state or local tax laws, which may differ materially from the federal income tax treatment of such persons and instruments. The activities undertaken by and on behalf of the bank in originating the underlying accounts and receivables and the servicer in servicing and collecting the accounts and receivables will take place throughout the United States and, therefore, may give rise to a taxable nexus where the bank and servicer carry on their activities and where the obligors on the accounts are located. Accordingly, many different tax regimes may apply to the trust and the holders of the notes including the jurisdictions in which the holder is taxable, the bank and servicer carry on their activities, and the obligors on the accounts and receivables are located. Noteholders are urged to consult their own tax advisors with respect to state and local tax treatment of the trust, as well as any state and local tax consequences arising out of the purchase, ownership and disposition of notes.

ERISA Considerations

The prospectus supplement for each series of notes will specify whether the notes offered by that prospectus supplement are eligible for purchase by employee benefit plans.

Section 406 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and Section 4975 of the Code prohibit a pension, profit-sharing or other employee benefit plan that is subject to Title I of ERISA, as well as an individual retirement account, Keogh plan or other plan covered by Section 4975 of the Code or an entity deemed to hold “plan assets” of any of the foregoing (each a “benefit plan”), from engaging in specified transactions with persons that are “parties in interest” under ERISA or “disqualified persons” under the Code with respect to these benefit plans. A violation of these “prohibited transaction” rules may result in an excise tax or other penalties and liabilities under ERISA and the Code for these persons. Title I of ERISA also requires that fiduciaries of a benefit plan subject to ERISA make investments that are prudent, diversified (unless clearly prudent not to do so), and in accordance with the governing plan documents.

Some transactions involving the purchase, holding or transfer of the notes might be deemed to constitute or result in prohibited transactions under ERISA and Section 4975 of the Code if assets of the trust were deemed to be assets of a benefit plan. Under a regulation issued by the United States Department of Labor (as modified by Section 3(42) or ERISA (the “regulation”)), the assets of the trust would be treated as plan assets of a benefit plan for the purposes of ERISA and the Code only if the benefit plan acquires an “equity interest” in the trust and none of the exceptions contained in the regulation are applicable. An equity interest is defined under the regulation as an interest in an entity other than an instrument which is treated as indebtedness under applicable local law and which has no substantial equity features. Although there can be no assurances in this regard, it appears that, at the time of their issuance, the notes should be treated as debt without substantial equity features for purposes of the regulation. This determination is based upon the traditional debt features of the notes, including the reasonable expectation of the purchasers of the notes that the notes will be repaid when due, traditional default remedies, as well as the absence of conversion rights and other typical equity features. The debt characterization of the notes for ERISA purposes could change after their issuance if the trust incurs losses. This risk of recharacterization is greater for classes of notes that are subordinated to other classes of notes.

However, without regard to whether the notes are treated as an equity interest for these purposes, the acquisition, holding or disposition of the notes by or on behalf of benefit plans could be considered to give rise to a prohibited transaction if we, the trust, the underwriters, the owner trustee, the servicer, the administrator, a counterparty to a derivative contract or the indenture trustee, is or becomes a party in interest or a disqualified person with respect to these benefit plans. In that case, various exemptions from the prohibited transaction rules could be applicable depending on the type and circumstances of the benefit plan fiduciary making the decision to acquire a note. Included among these exemptions are:

•

Prohibited Transaction Class Exemption 96-23, regarding transactions effected by “in-house asset managers”;

•

Prohibited Transaction Class Exemption 95-60, regarding transactions effected by “insurance company general accounts”;

•

Prohibited Transaction Class Exemption 91-38, regarding investments by bank collective investment funds;

•

Prohibited Transaction Class Exemption 90-1, regarding investments by insurance company pooled separate accounts; and

•

Prohibited Transaction Class Exemption 84-14, regarding transactions effected by “qualified professional asset managers.”

In addition to the class exemptions listed above, the Pension Protection Act of 2006 provides a statutory exemption under Section 408(b)(17) of ERISA and Section 4975(d)(20) of the Code for prohibited transactions between a benefit plan and a person or entity that is a party in interest to such benefit plan solely by reason of providing services to the benefit plan (other than a party in interest that is a fiduciary, or its affiliate, that has or exercises discretionary authority or control or renders investment advice with respect to the assets of the benefit plan involved in the transaction), provided that there is adequate consideration for the transaction. Even if the conditions specified in one or more of these exceptions are met, the scope of relief provided by these exemptions might or might not cover all acts which might be construed as prohibited transactions. There can be no assurance that any of these, or any other exemption, will be available with respect to any particular transaction involving the notes and prospective purchasers that are benefit plans should consult with their advisors regarding the applicability of any such exemption.

By your acquisition of a note, you will be deemed to represent and warrant that either (i) your purchase and holding of a note is not with the assets of a benefit plan or other plan that is subject to any applicable law that is substantially similar to ERISA or Section 4975 of the Code or (ii) your purchase and holding of the note will not result in a non-exempt prohibited transaction under ERISA or Section 4975 of the Code or a violation of any substantially similar applicable law. Benefit plans may not acquire the notes at any time that the notes do not have a current investment grade rating from a nationally recognized statistical rating agency.

Employee benefit plans that are governmental plans, as defined in Section 3(32) of ERISA, and certain church plans, as defined in Section 3(33) of ERISA, are not subject to ERISA requirements, but may be subject to state or other federal law requirements which may impose restrictions similar to those under ERISA and the Code discussed above.

If you are a benefit plan fiduciary considering the purchase of any of the notes, we encourage you to consult your tax and legal advisors regarding whether the assets of the trust would be considered plan assets, the possibility of exemptive relief from the prohibited transaction rules and other issues and their potential consequences.

Plan of Distribution

Subject to the terms and conditions set forth in an underwriting agreement to be entered into with respect to each series of notes, we will sell the notes to each of the underwriters named in that underwriting agreement and in the accompanying prospectus supplement, and each of those underwriters will severally agree to purchase from the trust, the principal amount of notes set forth in that underwriting agreement and in the accompanying prospectus supplement, subject to proportional adjustment on the terms and conditions set forth in the related underwriting agreement in the event of an increase or decrease in the aggregate amount of notes offered by this prospectus and by the accompanying prospectus supplement.

In each underwriting agreement, the several underwriters will agree, subject to the terms and conditions set forth in that underwriting agreement, to purchase all the notes offered by this prospectus and by the accompanying prospectus supplement if any of those notes are purchased. In the event of a default by any underwriter, each underwriting agreement will provide that, in specified circumstances, purchase commitments of the nondefaulting underwriters may be increased or the underwriting agreement may be terminated.

We may retain, or one of our affiliates may purchase, notes of a series or class upon initial issuance and may sell them on a subsequent date. Offers to purchase notes may be solicited directly by such affiliate and sales may be made by such affiliate to institutional investors or others deemed to be underwriters within the meaning of the Securities Act of 1933, as amended, with respect to any resale of the securities. Any underwriter or agent that offers the notes may be an affiliate of the depositor and offers and sales of notes may include secondary market transactions by affiliates of the depositor. These affiliates may act as principal or agent in secondary market transactions. Secondary market transactions will be made at prices related to prevailing market prices at the time of sale.

Each prospectus supplement will set forth the price at which each series of notes or class being offered initially will be offered to the public and any concessions that may be offered to dealers participating in the offering of those notes. After the initial public offering, the public offering price and those concessions may be changed.

Each underwriting agreement will provide that the transferor and RFS Holding, Inc. will indemnify the related underwriters against specified liabilities, including liabilities under the Securities Act of 1933.

The place and time of delivery for any series of notes in respect of which this prospectus is delivered will be set forth in the accompanying prospectus supplement.

Reports to Noteholders

We will cause the servicer to prepare monthly and annual reports that will contain information about the trust. The financial information contained in the reports will not be prepared in accordance with generally accepted accounting principles. Unless and until definitive notes are issued, the reports will be sent to Cede & Co. which is the nominee of The Depository Trust Company and the registered holder of the notes. No financial reports will be sent to you. See “ Description of the Notes—Book-Entry Registration ” and “ The Servicers—Evidence as to Servicer’s Compliance ” in this prospectus.

Noteholders of each series issued by the trust will receive reports with information on the series and the trust. The indenture trustee will forward to each noteholder of record a report, prepared by the servicer, for its series on the payment dates for that series. The report will contain the information specified in the related prospectus supplement. If a series has multiple classes, information will be provided for each class, as specified in the related prospectus supplement.

Periodic information to noteholders generally will include:

•

the total amount distributed;

•

the amount of principal and interest for distribution;

•

collections of transferred principal receivables and finance charge receivables allocated to the trust and each series of notes;

•

the aggregate amount of transferred principal receivables and the Note Trust Principal Balance;

•

the collateral amount and the collateral amount as a percentage of the Note Trust Principal Balance;

•

the aggregate outstanding balance of accounts broken out by delinquency status;

•

the aggregate defaults and dilution allocated to the series;

•

the amount of reductions, if any, to the collateral amount due to defaulted receivables and dilution allocated to the series and any reimbursements of previous reductions to the collateral amount;

•

the monthly servicing fee for that series;

•

the amount available under the credit enhancement, if any, for the series or each class of the series;

•

the base rate and portfolio yield, each as defined in the related prospectus supplement for the series;

•

if the series or a class of the series bears interest at a floating or variable rate, information relating to that rate;

•

for any payment date during a funding period, the remaining balance in the prefunding account; and

•

for the first payment date that is on or immediately following the end of a funding period, the amount of any remaining balance in the prefunding account that has not been used to fund the purchase of receivables and is being paid as principal on the notes.

The trust will also provide to each person who at any time during the preceding calendar year was a noteholder of record a statement containing the information that is required to enable the noteholders to prepare their federal, state and other income tax returns.

If required under the Trust Indenture Act of 1939, the indenture trustee will be required to mail to the noteholders each year a brief report relating to any change in its eligibility and qualification to continue as indenture trustee under the indenture, any change in the property and funds physically held by the indenture trustee and any action it took that materially affects the notes and that has not been previously reported. If none of the events described in the preceding sentence occurred during the previous 12 months, no report will be required to be delivered.

Where You Can Find More Information

We filed a registration statement relating to the notes with the SEC. This prospectus is part of the registration statement, but the registration statement includes additional information.

We will file with the SEC all required annual reports on Form 10-K, monthly distribution reports on Form 10-D and current reports on Form 8-K and other information about the trust under the Central Index Key (CIK) number 0001290098. The reports described under “ The Servicers—Evidence as to Servicer’s Compliance ” will be filed as exhibits to our annual report on Form 10-K.

You may read and copy any reports, statements or other information we file at the SEC’s public reference room at 100 F Street, N.E., Washington, D.C. 20549 on official business days between the hours of 10:00 am and 3:00 pm. You can request copies of these documents, upon payment of a duplicating fee, by writing to the SEC. Please call the SEC at (800) SEC-0330 for further information on the operation of the public reference rooms. Our SEC filings are also available to the public on the SEC Internet site (http://www.sec.gov).

The SEC allows us to “incorporate by reference” information we file with it, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus. In all cases, you should rely on the later information over different information included in this prospectus or the accompanying prospectus supplement. We incorporate by reference any future current reports on Form 8-K filed by us as depositor on behalf of the trust until we terminate our offering of the notes.

As a recipient of this prospectus, you may request a copy of any document we incorporate by reference, except exhibits to the documents—unless the exhibits are specifically incorporated by reference—at no cost, by writing or calling us care of: GE Capital Retail Bank, 170 West Election Road, Suite 125, Draper, Utah 84020, Telephone: 801-816-4764.

The trust’s annual reports on Form 10-K, distribution reports on Form 10-D and current reports on Form 8-K, and amendments to those reports filed with, or otherwise furnished to, the SEC will not be made available on the sponsor’s website because those reports are made available to the public on the SEC Internet site as described above and are available, at no cost, by writing or calling us as described in the immediately preceding paragraph. Monthly reports to noteholders are currently made available as soon as reasonably practicable after filing with the SEC at www.ge.com/abs through the link to GE Capital Credit Card Master Note Trust.

Forward-Looking Statements

This prospectus, the accompanying prospectus supplement and the information incorporated by reference in this prospectus and the accompanying prospectus supplement include forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements are based on our beliefs and expectations and on information currently available to us. Forward-looking statements include information concerning our or the trust’s possible or assumed future financial condition or results of operations and statements preceded by, followed by or that include the words “believes”, “expects”, “anticipates”, “intends”, “plans”, “estimates” or similar expressions.

Forward-looking statements involve risks, uncertainties and assumptions. Actual results may differ materially from those expressed in these forward-looking statements. Factors that could cause actual results to differ from these forward-looking statements include, but are not limited to, those discussed elsewhere in this prospectus, the accompanying prospectus supplement and the documents incorporated by reference in this prospectus. You should not put undue reliance on any forward-looking statements, which speak only as of the date they were made. We do not have any intention or obligation to update forward-looking statements after the distribution of this prospectus.

Glossary of Terms for Prospectus

“ Aggregate Principal Receivables ” at any time will equal:

(a)

the total amount of transferred principal receivables, after giving effect to any discounting to treat a portion of transferred principal receivables as finance charge receivables; plus

(b)

the principal amount of any other participation interest that we transfer to the trust.

“ Code ” means the Internal Revenue Code of 1986, as amended.

“ Free Equity Amount ” means, on any date, the result of:

(1)

the Note Trust Principal Balance on that date; minus

(2)

the aggregate of the collateral amounts of all outstanding series of notes; plus

(3)

the amount of principal collections on deposit in any trust account that will be applied to pay the principal amount of the notes of any series on the following payment date, to the extent not deducted for the purpose of determining the collateral amount for the related series.

“ Hired Agency ” means each rating agency hired by the sponsor to rate the notes issued by the trust.

“ Minimum Free Equity Amount ” will be calculated as the product of (a) the highest Required Retained Transferor Percentage specified in the prospectus supplement for any series, multiplied by (b) the Aggregate Principal Receivables. Unless otherwise specified in the prospectus supplement for your series, the Required Retained Transferor Percentage for your series will be 0%.

“ Monthly Period ” means each period beginning on and including the 22 ^nd day of a calendar month and ending on and including the 21 ^st day of the following calendar month.

“ Note Trust Principal Balance ” at any time will equal:

(a)

the Aggregate Principal Receivables; plus

(b)

the amount on deposit in the excess funding account, excluding any investment earnings.

“ Rating Agency Condition ” means obtaining such approvals or confirmations, or providing such notices, as may be required by any indenture supplement, and such term will be more specifically defined with respect to any series in the prospectus supplement for such series.

“ Required Principal Balance ” means, on any date of determination, the sum of the numerators used to calculate the allocation percentages for principal collections for all outstanding series of notes on that date of determination.

Annex I

Global Clearance, Settlement and
Tax Documentation Procedures

Except in certain limited circumstances, the globally offered GE Capital Credit Card Master Note Trust Asset Backed Notes (the “global securities”) to be issued in series from time to time will be available only in book-entry form. Investors in the global securities may hold those global securities through any of The Depository Trust Company, Clearstream or Euroclear. The global securities will be tradable as home market instruments in both the European and U.S. domestic markets. Initial settlement and all secondary trades will settle in same-day funds.

Secondary market trading between investors holding global securities through Clearstream and Euroclear will be conducted in the ordinary way in accordance with their normal rules and operating procedures and in accordance with conventional eurobond practice—i.e., seven calendar day settlement.

Secondary market trading between investors holding global securities through DTC will be conducted according to the rules and procedures applicable to U.S. corporate debt obligations.

Secondary cross-market trading between Clearstream or Euroclear and DTC participants holding notes will be effected on a delivery-against-payment basis through the respective depositaries of Clearstream and Euroclear, in that capacity, and as DTC participants.

Non-U.S. holders of global securities will be subject to U.S. withholding taxes unless those holders meet certain requirements and deliver appropriate U.S. tax documents to the securities clearing organizations or their participants.

Initial Settlement

All global securities will be held in book-entry form by DTC in the name of Cede & Co. as nominee of DTC. Investors’ interests in the global securities will be represented through financial institutions acting on their behalf as direct and indirect participants in DTC. As a result, Clearstream and Euroclear will hold positions on behalf of their participants through their respective depositaries, which in turn will hold those positions in accounts as DTC participants.

Investors electing to hold their global securities through DTC (other than through accounts at Clearstream or Euroclear) will follow the settlement practices applicable to U.S. corporate debt obligations. Investor securities custody accounts will be credited with their holdings against payment in same-day funds on the settlement date.

Investors electing to hold their global securities through Clearstream or Euroclear accounts will follow the settlement procedures applicable to conventional eurobonds in registered form. Global securities will be credited to the securities custody accounts on the settlement date against payment for value on the settlement date.

Secondary Market Trading

Because the purchaser determines the place of delivery, it is important to establish at the time of the trade where both the purchaser’s and transferor’s accounts are located to ensure that settlement can be made on the desired value date.

Trading between DTC Participants. Secondary market trading between DTC participants, other than the depositaries for Clearstream and Euroclear, will be settled using the procedures applicable to U.S. corporate debt obligations in same-day funds.

Trading between Clearstream customers and/or Euroclear participants. Secondary market trading between Clearstream customers and/or Euroclear participants will be settled using the procedures applicable to conventional eurobonds in same-day funds.

Trading between DTC seller and Clearstream customer or Euroclear purchaser . When global securities are to be transferred from the account of a DTC participant—other than the depositaries for Clearstream and Euroclear—to the account of a Clearstream customer or a Euroclear participant, the purchaser must send instructions to Clearstream prior to 12:30 p.m. on the settlement date. Clearstream or Euroclear, as the case may be, will instruct the respective depositary to receive the global securities for payment. Payment will then be made by the respective depositary, as the case may be, to the DTC participant’s account against delivery of the global securities. After settlement has been completed, the global securities will be credited to the respective clearing system and by the clearing system, in accordance with its usual procedures, to the Clearstream customer’s or Euroclear participant’s account. Credit for the global securities will appear the next day (European time) and the cash debit will be back-valued to, and the interest on the global securities will accrue from, the value date, which would be the preceding day when settlement occurred in New York. If settlement is not completed on the intended value date (i.e., the trade fails), the Clearstream or Euroclear cash debit will be valued instead as of the actual settlement date.

Clearstream customers and Euroclear participants will need to make available to the respective clearing systems the funds necessary to process same-day funds settlement. The most direct means of doing so is to pre-position funds for settlement, either from cash on hand or existing lines of credit, as they would for any settlement occurring within Clearstream or Euroclear. Under this approach, they may take on credit exposure to Clearstream or Euroclear until the global securities are credited to their accounts one day later.

As an alternative, if Clearstream or Euroclear has extended a line of credit to them, Clearstream customers or Euroclear participants can elect not to pre-position funds and allow that credit line to be drawn upon to finance settlement. Under this procedure, Clearstream customers or Euroclear participants purchasing global securities would incur overdraft charges for one day, assuming they cleared the overdraft when the global securities were credited to their accounts. However, interest on the global securities would accrue from the value date. Therefore, in many cases the investment income on the global securities earned during that one-day period may substantially reduce or offset the amount of such overdraft charges, although this result will depend on each Clearstream customer’s or Euroclear participant’s particular cost of funds.

Since the settlement is taking place during New York business hours, DTC participants can employ their usual procedures for sending global securities to the respective European depositary for the benefit of Clearstream customers or Euroclear participants. The sale proceeds will be available to the DTC seller on the settlement date. Thus, to the DTC participant a cross-market transaction will settle no differently from a trade between two DTC participants.

Trading between Clearstream or Euroclear seller and DTC purchaser . Due to time zone differences in their favor, Clearstream customers and Euroclear participants may employ their customary procedures for transactions in which global securities are to be transferred by the respective clearing system, through the respective European depositary, to another DTC participant. The seller will send instructions to Clearstream before 12:30 p.m. on the settlement date. In these cases, Clearstream or Euroclear will instruct the respective European depositary, as appropriate, to credit the global securities to the DTC participant’s account against payment. The payment will then be reflected in the account of the Clearstream customer or Euroclear participant the following day, and receipt of the cash proceeds in the Clearstream customer’s or Euroclear participant’s account would be back-valued to the value date, which would be the preceding day, when settlement occurred in New York. If the Clearstream customer or Euroclear participant has a line of credit with its respective clearing system and elects to draw on such line of credit in anticipation of receipt of the sale proceeds in its account, the back-valuation may substantially reduce or offset any overdraft charges incurred over that one-day period. If settlement is not completed on the intended value date (i.e., the trade fails), receipt of the cash proceeds in the Clearstream customer’s or Euroclear participant’s account would instead be valued as of the actual settlement date.

Certain U.S. Federal Income Tax Documentation Requirements

A beneficial owner of global securities holding securities through Clearstream, Euroclear or through DTC—if the holder has an address outside the U.S.—will be subject to the U.S. withholding tax (currently imposed at a rate of 30%) that generally applies to payments of interest, including original issue discount, on registered debt issued by U.S. Persons, unless (i) each clearing system, bank or other financial institution that holds customers’ securities in the ordinary course of its trade or business in the chain of intermediaries between the beneficial owner

and the U.S. entity required to withhold tax complies with applicable certification requirements and (ii) the beneficial owner provides the appropriate certification for obtaining an exemption or reduced tax rate. See “ Federal Income Tax Consequences ” in this prospectus.

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14 Other Expenses of Issuance and Distribution.

Estimated expenses in connection with the offering of the Securities being registered herein are as follows:

SEC filing fee	$	*
Legal fees and expenses		*
Accounting fees and expenses		*
Rating agency fees		*
Indenture Trustee fees and expenses		*
Blue Sky expenses		*
Printing and engraving		*
Miscellaneous		*
Total	$	*

_______________________

* To be added by amendment

Item 15 Indemnification of Directors and Officers.

Section 18-108 of the Delaware Limited Liability Company Act provides that, subject to the standards and restrictions, if any, as are described in its limited liability company agreement, a limited liability company may, and shall have the power to, indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever.

RFS Holding, L.L.C. (“RFS Holding”) was formed under the laws of the State of Delaware. The limited liability company agreement of RFS Holding provides, in effect that, subject to certain limited exceptions, it will indemnify and hold harmless, and advance expenses to its members, managers, employees, organizers or agents (each, an “Indemnified Party”), to the fullest extent permitted by applicable law against any losses, claims, damages or liabilities to which the Indemnified Party may become subject in connection with any matter arising from, related to, or in connection with, the limited liability company agreement or RFS Holding’s business or affairs; provided, however , that no indemnification may be made to or on behalf of any Indemnified Party if a judgment or other final adjudication adverse to the Indemnified Party establishes (i) that the Indemnified Party’s acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated or (ii) that the Indemnified Party personally gained in fact a financial profit or other advantage to which the Indemnified Party was not legally entitled. This indemnification shall be in addition to any liability that RFS Holding may otherwise have, shall inure to the benefit of the successors, assigns, heirs and personal representatives of each Indemnified Party, and shall be limited to the assets of RFS Holding.

Insofar as indemnification by RFS Holding for liabilities arising under the Securities Act of 1933, as amended (the “Securities Act”) may be permitted to directors, officers and controlling persons of RFS Holding pursuant to the foregoing provisions, RFS Holding has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

Directors and officers of the Registrant are insured against liability which they may incur in their capacity as such pursuant to a professional errors and omission policy.

Each underwriting agreement will generally provide that the underwriter will indemnify RFS Holding and its directors, officers and controlling parties against specified liabilities, including liabilities under the Securities Act relating to certain information provided or actions taken by the underwriter. RFS Holding has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

Item 16 Exhibits .

1.1	—	Form of Underwriting Agreement for Notes
3.1	—	Second Amended and Restated Limited Liability Company Agreement of RFS Holding, L.L.C. (incorporated by reference to Exhibit 3.1 of the current report on Form 8-K filed by GE Capital Credit Card Master Note Trust and RFS Holding, L.L.C. on October 1, 2008)
4.1	—	Master Indenture, dated as of September 25, 2003, between GE Capital Credit Card Master Note Trust, as Issuer, and Deutsche Bank Trust Company Americas, as Indenture Trustee (incorporated by reference to Exhibit 4.1 of Amendment No. 1 to Form S-3 Registration Statement filed on May 20, 2004 (No. 333-107495, 333-107495-01 and 333-107495-02))
4.2	—	Omnibus Amendment No. 1 to Securitization Documents, dated as of February 9, 2004, among RFS Holding, L.L.C., RFS Funding Trust, GE Money Bank, GE Capital Credit Card Master Note Trust, Deutsche Bank Trust Company Delaware, as Trustee of RFS Funding Trust, and Deutsche Bank Trust Company Americas, as Indenture Trustee (incorporated by reference to Exhibit 4.16 of Amendment No. 1 to Form S-3 Registration Statement filed on May 20, 2004 (No. 333-107495, 333-107495-01 and 333-107495-02))
4.3	—	Second Amendment to Master Indenture, dated as of June 17, 2004, between GE Capital Credit Card Master Note Trust and Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit 4.4 of the current report on Form 8-K filed by GE Capital Credit Card Master Note Trust and RFS Holding, L.L.C. on July 2, 2004)
4.4	—	Third Amendment to Master Indenture, dated as of August 31, 2006, between GE Capital Credit Card Master Note Trust and Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit 4.1 of the current report on Form 8-K filed by GE Capital Credit Card Master Note Trust and RFS Holding, L.L.C. on September 5, 2006)
4.5	—	Fourth Amendment to Master Indenture, dated as of June 28, 2007, between GE Capital Credit Card Master Note Trust and Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit 4.2 of the current report on Form 8-K filed by GE Capital Credit Card Master Note Trust and RFS Holding, L.L.C. on July 3, 2007)
4.6	—	Fifth Amendment to Master Indenture, dated as of May 22, 2008, between GE Capital Credit Card Master Note Trust and Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit 4.1 of the current report on Form 8-K filed by GE Capital Credit Card Master Note Trust and RFS Holding, L.L.C. on May 28, 2008)
4.7	—	Sixth Amendment to Master Indenture, dated as of August 7, 2009, between GE Capital Credit Card Master Note Trust and Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit 4.1 of the current report on Form 8-K filed by GE Capital Credit Card Master Note Trust and RFS Holding, L.L.C. on August 7, 2009)
4.8	—	Form of Indenture Supplement, including form of Notes
4.9	—	Trust Agreement, dated as of September 25, 2003, between RFS Holding, L.L.C. and The Bank of New York (Delaware) (incorporated by reference to Exhibit 4.3 of Amendment No. 1 to Form S-3 Registration Statement filed on May 20, 2004 (No. 333-107495, 333-107495-01 and 333-107495-02))
4.10	—	Custody and Control Agreement, dated as of September 25, 2003 by and among Deutsche Bank Trust Company of Americas, in its capacity as Custodian and in its capacity as Indenture Trustee, and GE Capital Credit Card Master Note Trust (incorporated by reference to Exhibit 4.8 of Amendment No. 1 to Form S-3 Registration Statement filed on May 20, 2004 (No. 333-107495, 333-107495-01 and 333-107495-02))
4.11	—	Receivables Sale Agreement, dated as of June 27, 2003, between GE Money Bank and RFS Holding, L.L.C. (incorporated by reference to Exhibit 4.9 of Amendment No. 1 to Form S-3 Registration Statement filed on May 20, 2004 (No. 333-107495, 333-107495-01 and 333-107495-02))
4.12	—	RSA Assumption Agreement and Second Amendment to Receivables Sale Agreement, dated as February 7, 2005, between GE Money Bank and RFS Holding, L.L.C. (incorporated by reference to Exhibit 4.2 of the current report on Form 8-K filed by GE Capital Credit Card Master Note Trust and RFS Holding, L.L.C. on February 11, 2005)
4.13	—	Third Amendment to Receivables Sale Agreement, dated as December 21, 2006, between GE Money Bank and RFS Holding, L.L.C. (incorporated by reference to Exhibit 4.1 of the current report on Form 8-K filed by GE Capital Credit Card Master Note Trust and RFS Holding, L.L.C. on December 21, 2006)

4.14	—	Fourth Amendment to Receivables Sale Agreement, dated as May 21, 2008, between GE Money Bank and RFS Holding, L.L.C. (incorporated by reference to Exhibit 4.2 of the current report on Form 8-K filed by GE Capital Credit Card Master Note Trust and RFS Holding, L.L.C. on May 28, 2008)
4.15	—	Designation of Removed Accounts and Fifth Amendment to Receivables Sale Agreement, dated as December 29, 2008, between GE Money Bank and RFS Holding, L.L.C. (incorporated by reference to Exhibit 4.1 of the current report on Form 8-K filed by GE Capital Credit Card Master Note Trust and RFS Holding, L.L.C. on December 30, 2008)
4.16	—	Designation of Removed Accounts and Sixth Amendment to Receivables Sale Agreement, dated as February 26, 2009, between GE Money Bank and RFS Holding, L.L.C. (incorporated by reference to Exhibit 4.1 of the current report on Form 8-K filed by GE Capital Credit Card Master Note Trust and RFS Holding, L.L.C. on February 26, 2009)
4.17	—	Seventh Amendment to Receivables Sale Agreement, dated as of November 23, 2010, between GE Money Bank and RFS Holding, L.L.C. (incorporated by reference to Exhibit 4.1 of the current report on Form 8-K filed by GE Capital Credit Card Master Note Trust and RFS Holding, L.L.C. on November 23, 2010)
4.18	—	Eighth Amendment to Receivables Sale Agreement, dated as of March 20, 2012, among GE Capital Retail Bank, PLT Holding, L.L.C., RFS Holding, Inc. and RFS Holding, L.L.C. (incorporated by reference to Exhibit 4.1 of the current report on Form 8-K filed by GE Capital Credit Card Master Note Trust and RFS Holding, L.L.C. on March 21, 2012)
4.19	—	Transfer Agreement, dated as of September 25, 2003, between RFS Holding, L.L.C. and GE Capital Credit Card Master Note Trust (incorporated by reference to Exhibit 4.12 of Amendment No. 1 to Form S-3 Registration Statement filed on May 20, 2004 (No. 333- 107495, 333-107495-01 and 333-107495-02))
4.20	—	Second Amendment to Transfer Agreement, dated as of June 17, 2004, between RFS Holding, L.L.C. and GE Capital Credit Card Master Note Trust (incorporated by reference to Exhibit 4.3 of the current report on Form 8-K filed by GE Capital Credit Card Master Note Trust and RFS Holding, L.L.C. on July 2, 2004)
4.21	—	Third Amendment to Transfer Agreement, dated as of November 21, 2004, between RFS Holding, L.L.C. and GE Capital Credit Card Master Note Trust (incorporated by reference to Exhibit 4.1 of the current report on Form 8-K filed by GE Capital Credit Card Master Note Trust and RFS Holding, L.L.C. on November 24, 2004)
4.22	—	Fourth Amendment to Transfer Agreement, dated as of August 31, 2006, between RFS Holding, L.L.C. and GE Capital Credit Card Master Note Trust (incorporated by reference to Exhibit 4.2 of the current report on Form 8-K filed by GE Capital Credit Card Master Note Trust and RFS Holding, L.L.C. on September 5, 2006)
4.23	—	Fifth Amendment to Transfer Agreement, dated as of December 21, 2006, between RFS Holding, L.L.C. and GE Capital Credit Card Master Note Trust (incorporated by reference to Exhibit 4.2 of the current report on Form 8-K filed by GE Capital Credit Card Master Note Trust and RFS Holding, L.L.C. on December 21, 2006)
4.24	—	Sixth Amendment to Transfer Agreement, dated as of May 21, 2008, between RFS Holding, L.L.C. and GE Capital Credit Card Master Note Trust (incorporated by reference to Exhibit 4.4 of the current report on Form 8-K filed by GE Capital Credit Card Master Note Trust and RFS Holding, L.L.C. on May 28, 2008)
4.25	—	Reassignment of Receivables in Removed Accounts and Seventh Amendment to Transfer Agreement, dated as of December 29, 2008, between RFS Holding, L.L.C. and GE Capital Credit Card Master Note Trust (incorporated by reference to Exhibit 4.2 of the current report on Form 8-K filed by GE Capital Credit Card Master Note Trust and RFS Holding, L.L.C. on December 30, 2008)
4.26	—	Reassignment of Receivables in Removed Accounts and Eighth Amendment to Transfer Agreement, dated as of February 26, 2009, between RFS Holding, L.L.C. and GE Capital Credit Card Master Note Trust (incorporated by reference to Exhibit 4.2 of the current report on Form 8-K filed by GE Capital Credit Card Master Note Trust and RFS Holding, L.L.C. on February 26, 2009)
4.30	—	Ninth Amendment to Transfer Agreement, dated as of March 31, 2010, between GE Capital Credit Card Master Note Trust and RFS Holding, L.L.C. (incorporated by reference to Exhibit 4.2 of the current report on Form 8-K filed by GE Capital Credit Card Master Note Trust and RFS Holding, L.L.C. on March 31, 2010)

4.31	—	Tenth Amendment to Transfer Agreement, dated as of March 20, 2012, between RFS Holding, L.L.C. and GE Capital Credit Card Master Note Trust (incorporated by reference to Exhibit 4.2 of the current report on Form 8-K filed by GE Capital Credit Card Master Note Trust and RFS Holding, L.L.C. on March 21, 2012)
4.32	—	Servicing Agreement, dated as of June 27, 2003, by and among RFS Funding Trust, GE Capital Credit Card Master Note Trust and General Electric Capital Corporation (incorporated by reference to Exhibit 4.13 of Amendment No. 1 to Form S-3 Registration Statement filed on May 20, 2004 (No. 333-107495, 333-107495-01 and 333-107495-02))
4.33	—	Servicing Assumption Agreement, dated as of February 7, 2005, by GE Money Bank (incorporated by reference to Exhibit 4.1 of the current report on Form 8-K filed by GE Capital Credit Card Master Note Trust and RFS Holding, L.L.C. on February 11, 2005)
4.34	—	First Amendment to Servicing Agreement, dated as of May 22, 2006, between GE Capital Credit Card Master Note Trust and GE Money Bank (incorporated by reference to Exhibit 4.1 of the current report on Form 8-K filed by GE Capital Credit Card Master Note Trust and RFS Holding, L.L.C. on May 25, 2006)
4.35	—	Second Amendment to Servicing Agreement, dated as of June 28, 2007, between GE Capital Credit Card Master Note Trust and GE Money Bank (incorporated by reference to Exhibit 4.1 of the current report on Form 8-K filed by GE Capital Credit Card Master Note Trust and RFS Holding, L.L.C. on June 28, 2007)
4.36	—	Instrument of Resignation, Appointment and Acceptance and Third Amendment to Servicing Agreement, dated as of May 22, 2008, among GE Capital Credit Card Master Note Trust, GE Money Bank and General Electric Capital Corporation (incorporated by reference to Exhibit 4.3 of the current report on Form 8-K filed by GE Capital Credit Card Master Note Trust and RFS Holding, L.L.C. on May 28, 2008)
4.37	—	Administration Agreement, dated as of September 25, 2003, among GE Capital Credit Card Master Note Trust, General Electric Capital Corporation, as administrator, and The Bank of New York (Delaware), not in its individual capacity but solely as Trustee (incorporated by reference to Exhibit 4.14 of Amendment No. 1 to Form S-3 Registration Statement filed on May 20, 2004 (No. 333- 107495, 333-107495-01 and 333-107495-02))
4.38	—	First Amendment to Administration Agreement, dated as of May 4, 2009, between GE Capital Credit Card Master Note Trust and General Electric Capital Corporation (incorporated by reference to Exhibit 4.1 of the current report on Form 8-K filed by GE Capital Credit Card Master Note Trust and RFS Holding, L.L.C. on May 6, 2009)
4.39	—	Form of Subservicing Agreement between General Electric Capital Corporation and Affiliated Subservicers (incorporated by reference to Exhibit 4.17 of Amendment No. 2 to Form S-3 Registration Statement filed on May 26, 2006 (No. 333-130030))
5.1	—	Opinion of Mayer Brown LLP with respect to legality
8.1	—	Opinion of Mayer Brown LLP with respect to Federal income tax matters
23.1	—	Consent of Mayer Brown LLP (included as part of Exhibit 5.1)
23.2	—	Consent of Mayer Brown LLP (included as part of Exhibit 8.1)
24.	—	Power of Attorney (included in the signature page to the Registration Statement)
25.1	—	Form T-1 Statement of Eligibility (incorporated by reference to Exhibit 25.1 of Amendment No. 2 to Form S-3 Registration Statement filed on May 26, 2006 (No. 333-130030))

Item 17. Undertakings

The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to the registration statement:

(a) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(b) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the

aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(c) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided , however , that paragraphs 1(a), 1(b) and 1(c) of this section do not apply if the registration statement is on Form S-3 and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

Provided further , however, that paragraphs (1)(a) and (1)(b) do not apply if the registration statement is for an offering of asset-backed securities on Form S-3, and the information required to be included in a post-effective amendment is provided pursuant to Item 1100(c) of Regulation AB.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

(a) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(b) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i),(vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided , however , that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:

The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(a) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(b) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(c) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(d) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(6) As to documents subsequently filed that are incorporated by reference:

The undersigned registrant hereby undertakes that for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(7) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described under Item 15 above, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

(8) The undersigned registrant hereby undertakes that:

(a) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(b) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(9) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the annual report pursuant to section 13(a) or section 15(d) of the Securities

Exchange Act of 1934 of a third party that is incorporated by reference in the registration statement in accordance with Item 1100(c)(1) of Regulation AB shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(10) The undersigned registrant hereby undertakes that, except as otherwise provided by Item 1105 of Regulation AB (17 CFR 229.1105), information provided in response to that Item pursuant to Rule 312 of Regulation S-T (17 CFR 232.312) through the specified Internet address in the prospectus is deemed to be a part of the prospectus included in the registration statement. In addition, the undersigned registrant hereby undertakes to provide to any person without charge, upon request, a copy of the information provided in response to Item 1105 of Regulation AB pursuant to Rule 312 of Regulation S-T through the specified Internet address as of the date of the prospectus included in the registration statement if a subsequent update or change is made to the information.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Stamford, state of Connecticut, on May 16, 2012.

	RFS Holding, L.L.C.
	By:	/s/ Brian D. Doubles
		Brian D. Doubles
		Principal Executive Officer

KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears below constitutes and appoints Brian D. Doubles and Vishal Gulati such person's true and lawful attorney- in-fact and agent, with full power of substitution and revocation, for such person in such person's name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments to this Registration Statement) and any registration statement pursuant to Rule 462(b) and to file the same with all exhibits thereto, and the other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date

/s/ Brian D. Doubles	President, Principal Executive Officer and Manager	May 16, 2012
Brian D. Doubles

/s/ Vishal Gulati	Chief Financial Officer, Principal Financial Officer,	May 16, 2012
Vishal Gulati	Vice President and Manager

/s/ Karen Cammarata	Chief Operating Officer and Principal Accounting	May 16, 2012
Karen Cammarata	Officer

/s/ David Schulz	Vice President and Manager	May 16, 2012
David Schulz

Description of Exhibits.

1.1	—	Form of Underwriting Agreement for Notes
3.1	—	Second Amended and Restated Limited Liability Company Agreement of RFS Holding, L.L.C. (incorporated by reference to Exhibit 3.1 of the current report on Form 8-K filed by GE Capital Credit Card Master Note Trust and RFS Holding, L.L.C. on October 1, 2008)
4.1	—	Master Indenture, dated as of September 25, 2003, between GE Capital Credit Card Master Note Trust, as Issuer, and Deutsche Bank Trust Company Americas, as Indenture Trustee (incorporated by reference to Exhibit 4.1 of Amendment No. 1 to Form S-3 Registration Statement filed on May 20, 2004 (No. 333-107495, 333-107495-01 and 333-107495-02))
4.2	—	Omnibus Amendment No. 1 to Securitization Documents, dated as of February 9, 2004, among RFS Holding, L.L.C., RFS Funding Trust, GE Money Bank, GE Capital Credit Card Master Note Trust, Deutsche Bank Trust Company Delaware, as Trustee of RFS Funding Trust, and Deutsche Bank Trust Company Americas, as Indenture Trustee (incorporated by reference to Exhibit 4.16 of Amendment No. 1 to Form S-3 Registration Statement filed on May 20, 2004 (No. 333-107495, 333-107495-01 and 333-107495-02))
4.3	—	Second Amendment to Master Indenture, dated as of June 17, 2004, between GE Capital Credit Card Master Note Trust and Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit 4.4 of the current report on Form 8-K filed by GE Capital Credit Card Master Note Trust and RFS Holding, L.L.C. on July 2, 2004)
4.4	—	Third Amendment to Master Indenture, dated as of August 31, 2006, between GE Capital Credit Card Master Note Trust and Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit 4.1 of the current report on Form 8-K filed by GE Capital Credit Card Master Note Trust and RFS Holding, L.L.C. on September 5, 2006)
4.5	—	Fourth Amendment to Master Indenture, dated as of June 28, 2007, between GE Capital Credit Card Master Note Trust and Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit 4.2 of the current report on Form 8-K filed by GE Capital Credit Card Master Note Trust and RFS Holding, L.L.C. on July 3, 2007)
4.6	—	Fifth Amendment to Master Indenture, dated as of May 22, 2008, between GE Capital Credit Card Master Note Trust and Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit 4.1 of the current report on Form 8-K filed by GE Capital Credit Card Master Note Trust and RFS Holding, L.L.C. on May 28, 2008)
4.7	—	Sixth Amendment to Master Indenture, dated as of August 7, 2009, between GE Capital Credit Card Master Note Trust and Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit 4.1 of the current report on Form 8-K filed by GE Capital Credit Card Master Note Trust and RFS Holding, L.L.C. on August 7, 2009)
4.8	—	Form of Indenture Supplement, including form of Notes
4.9	—	Trust Agreement, dated as of September 25, 2003, between RFS Holding, L.L.C. and The Bank of New York (Delaware) (incorporated by reference to Exhibit 4.3 of Amendment No. 1 to Form S-3 Registration Statement filed on May 20, 2004 (No. 333-107495, 333-107495-01 and 333-107495-02))
4.10	—	Custody and Control Agreement, dated as of September 25, 2003 by and among Deutsche Bank Trust Company of Americas, in its capacity as Custodian and in its capacity as Indenture Trustee, and GE Capital Credit Card Master Note Trust (incorporated by reference to Exhibit 4.8 of Amendment No. 1 to Form S-3 Registration Statement filed on May 20, 2004 (No. 333-107495, 333-107495-01 and 333-107495-02))
4.11	—	Receivables Sale Agreement, dated as of June 27, 2003, between GE Money Bank and RFS Holding, L.L.C. (incorporated by reference to Exhibit 4.9 of Amendment No. 1 to Form S-3 Registration Statement filed on May 20, 2004 (No. 333-107495, 333-107495-01 and 333-107495-02))
4.12	—	RSA Assumption Agreement and Second Amendment to Receivables Sale Agreement, dated as February 7, 2005, between GE Money Bank and RFS Holding, L.L.C. (incorporated by reference to Exhibit 4.2 of the current report on Form 8-K filed by GE Capital Credit Card Master Note Trust and RFS Holding, L.L.C. on February 11, 2005)

4.13

—

Third Amendment to Receivables Sale Agreement, dated as December 21, 2006, between GE Money Bank and RFS Holding, L.L.C. (incorporated by reference to Exhibit 4.1 of the current report on Form 8-K filed by GE Capital Credit Card Master Note Trust and RFS Holding, L.L.C. on December 21, 2006)

4.14	—	Fourth Amendment to Receivables Sale Agreement, dated as May 21, 2008, between GE Money Bank and RFS Holding, L.L.C. (incorporated by reference to Exhibit 4.2 of the current report on Form 8-K filed by GE Capital Credit Card Master Note Trust and RFS Holding, L.L.C. on May 28, 2008)
4.15	—	Designation of Removed Accounts and Fifth Amendment to Receivables Sale Agreement, dated as December 29, 2008, between GE Money Bank and RFS Holding, L.L.C. (incorporated by reference to Exhibit 4.1 of the current report on Form 8-K filed by GE Capital Credit Card Master Note Trust and RFS Holding, L.L.C. on December 30, 2008)
4.16	—	Designation of Removed Accounts and Sixth Amendment to Receivables Sale Agreement, dated as February 26, 2009, between GE Money Bank and RFS Holding, L.L.C. (incorporated by reference to Exhibit 4.1 of the current report on Form 8-K filed by GE Capital Credit Card Master Note Trust and RFS Holding, L.L.C. on February 26, 2009)
4.18	—	Seventh Amendment to Receivables Sale Agreement, dated as of November 23, 2010, between GE Money Bank and RFS Holding, L.L.C. (incorporated by reference to Exhibit 4.1 of the current report on Form 8-K filed by GE Capital Credit Card Master Note Trust and RFS Holding, L.L.C. on November 23, 2010)
4.19	—	Eighth Amendment to Receivables Sale Agreement, dated as of March 20, 2012, among GE Capital Retail Bank, PLT Holding, L.L.C., RFS Holding, Inc. and RFS Holding, L.L.C. (incorporated by reference to Exhibit 4.1 of the current report on Form 8-K filed by GE Capital Credit Card Master Note Trust and RFS Holding, L.L.C. on March 21, 2012)
4.20	—	Transfer Agreement, dated as of September 25, 2003, between RFS Holding, L.L.C. and GE Capital Credit Card Master Note Trust (incorporated by reference to Exhibit 4.12 of Amendment No. 1 to Form S-3 Registration Statement filed on May 20, 2004 (No. 333- 107495, 333-107495-01 and 333-107495-02))
4.21	—	Second Amendment to Transfer Agreement, dated as of June 17, 2004, between RFS Holding, L.L.C. and GE Capital Credit Card Master Note Trust (incorporated by reference to Exhibit 4.3 of the current report on Form 8-K filed by GE Capital Credit Card Master Note Trust and RFS Holding, L.L.C. on July 2, 2004)
4.22	—	Third Amendment to Transfer Agreement, dated as of November 21, 2004, between RFS Holding, L.L.C. and GE Capital Credit Card Master Note Trust (incorporated by reference to Exhibit 4.1 of the current report on Form 8-K filed by GE Capital Credit Card Master Note Trust and RFS Holding, L.L.C. on November 24, 2004)
4.23	—	Fourth Amendment to Transfer Agreement, dated as of August 31, 2006, between RFS Holding, L.L.C. and GE Capital Credit Card Master Note Trust (incorporated by reference to Exhibit 4.2 of the current report on Form 8-K filed by GE Capital Credit Card Master Note Trust and RFS Holding, L.L.C. on September 5, 2006)
4.24	—	Fifth Amendment to Transfer Agreement, dated as of December 21, 2006, between RFS Holding, L.L.C. and GE Capital Credit Card Master Note Trust (incorporated by reference to Exhibit 4.2 of the current report on Form 8-K filed by GE Capital Credit Card Master Note Trust and RFS Holding, L.L.C. on December 21, 2006)
4.25	—	Sixth Amendment to Transfer Agreement, dated as of May 21, 2008, between RFS Holding, L.L.C. and GE Capital Credit Card Master Note Trust (incorporated by reference to Exhibit 4.4 of the current report on Form 8-K filed by GE Capital Credit Card Master Note Trust and RFS Holding, L.L.C. on May 28, 2008)
4.26	—	Reassignment of Receivables in Removed Accounts and Seventh Amendment to Transfer Agreement, dated as of December 29, 2008, between RFS Holding, L.L.C. and GE Capital Credit Card Master Note Trust (incorporated by reference to Exhibit 4.2 of the current report on Form 8-K filed by GE Capital Credit Card Master Note Trust and RFS Holding, L.L.C. on December 30, 2008)
4.27	—	Reassignment of Receivables in Removed Accounts and Eighth Amendment to Transfer Agreement, dated as of February 26, 2009, between RFS Holding, L.L.C. and GE Capital Credit Card Master Note Trust (incorporated by reference to Exhibit 4.2 of the current report on Form 8-K filed by GE Capital Credit Card Master Note Trust and RFS Holding, L.L.C. on February 26, 2009)
4.28	—	Ninth Amendment to Transfer Agreement, dated as of March 31, 2010, between GE Capital Credit Card Master Note Trust and RFS Holding, L.L.C. (incorporated by reference to Exhibit 4.2 of the current report on Form 8-K filed by GE Capital Credit Card Master Note Trust and RFS Holding, L.L.C. on March 31, 2010)

4.29	—	Tenth Amendment to Transfer Agreement, dated as of March 20, 2012, between RFS Holding, L.L.C. and GE Capital Credit Card Master Note Trust (incorporated by reference to Exhibit 4.2 of the current report on Form 8-K filed by GE Capital Credit Card Master Note Trust and RFS Holding, L.L.C. on March 21, 2012)
4.30	—	Servicing Agreement, dated as of June 27, 2003, by and among RFS Funding Trust, GE Capital Credit Card Master Note Trust and General Electric Capital Corporation (incorporated by reference to Exhibit 4.13 of Amendment No. 1 to Form S-3 Registration Statement filed on May 20, 2004 (No. 333-107495, 333-107495-01 and 333-107495-02))
4.31	—	Servicing Assumption Agreement, dated as of February 7, 2005, by GE Money Bank (incorporated by reference to Exhibit 4.1 of the current report on Form 8-K filed by GE Capital Credit Card Master Note Trust and RFS Holding, L.L.C. on February 11, 2005)
4.32	—	First Amendment to Servicing Agreement, dated as of May 22, 2006, between GE Capital Credit Card Master Note Trust and GE Money Bank (incorporated by reference to Exhibit 4.1 of the current report on Form 8-K filed by GE Capital Credit Card Master Note Trust and RFS Holding, L.L.C. on May 25, 2006)
4.33	—	Second Amendment to Servicing Agreement, dated as of June 28, 2007, between GE Capital Credit Card Master Note Trust and GE Money Bank (incorporated by reference to Exhibit 4.1 of the current report on Form 8-K filed by GE Capital Credit Card Master Note Trust and RFS Holding, L.L.C. on June 28, 2007)
4.34	—	Instrument of Resignation, Appointment and Acceptance and Third Amendment to Servicing Agreement, dated as of May 22, 2008, among GE Capital Credit Card Master Note Trust, GE Money Bank and General Electric Capital Corporation (incorporated by reference to Exhibit 4.3 of the current report on Form 8-K filed by GE Capital Credit Card Master Note Trust and RFS Holding, L.L.C. on May 28, 2008)
4.35	—	Administration Agreement, dated as of September 25, 2003, among GE Capital Credit Card Master Note Trust, General Electric Capital Corporation, as administrator, and The Bank of New York (Delaware), not in its individual capacity but solely as Trustee (incorporated by reference to Exhibit 4.14 of Amendment No. 1 to Form S-3 Registration Statement filed on May 20, 2004 (No. 333- 107495, 333-107495-01 and 333-107495-02))
4.36	—	First Amendment to Administration Agreement, dated as of May 4, 2009, between GE Capital Credit Card Master Note Trust and General Electric Capital Corporation (incorporated by reference to Exhibit 4.1 of the current report on Form 8-K filed by GE Capital Credit Card Master Note Trust and RFS Holding, L.L.C. on May 6, 2009)
4.37	—	Form of Subservicing Agreement between General Electric Capital Corporation and Affiliated Subservicers (incorporated by reference to Exhibit 4.17 of Amendment No. 2 to Form S-3 Registration Statement filed on May 26, 2006 (No. 333-130030))
5.1	—	Opinion of Mayer Brown LLP with respect to legality
8.1	—	Opinion of Mayer Brown LLP with respect to Federal income tax matters
23.1	—	Consent of Mayer Brown LLP (included as part of Exhibit 5.1)
23.2	—	Consent of Mayer Brown LLP (included as part of Exhibit 8.1)
24.	—	Power of Attorney (included in the signature page to the Registration Statement)
25.1	—	Form T-1 Statement of Eligibility (incorporated by reference to Exhibit 25.1 of Amendment No. 2 to Form S-3 Registration Statement filed on May 26, 2006 (No. 333-130030))

Exhibit 1.1

RFS HOLDING, L.L.C

GE CAPITAL CREDIT CARD MASTER NOTE TRUST
SERIES 20[ ]-[ ] ASSET BACKED NOTES

$[     ] Class A Notes
$[     ] Class B Notes
$[     ] Class C Notes

UNDERWRITING AGREEMENT

[Representative]
[Address]

[Representative]
[Address]

each acting on behalf of itself and
as Representative of the several
underwriters named in Schedule A hereto
(together, the “ Representatives ”)

[ ], 20[ ]

Ladies and Gentlemen:

RFS Holding, L.L.C., a limited liability company organized and existing under the laws of the State of Delaware (the “ Company ”), proposes to cause GE Capital Credit Card Master Note Trust (the “ Issuer ”) to issue $[ ] aggregate principal amount of Class A Asset Backed Notes, Series 20[ ]-[ ] (the “ Class A Notes ”), $[ ] aggregate principal amount of Class B Asset Backed Notes, Series 20[ ]-[ ] (the “ Class B Notes ”) and $[ ] aggregate principal amount of Class C Notes, Series 20[ ]-[ ] (the “ Class C Notes ” and, together with the Class A Notes and the Class B Notes, the “ Offered Notes ”). The offering of the Offered Notes by the Underwriters pursuant to this Agreement is referred to herein as the “ Note Offering ”. The Company is a wholly-owned subsidiary of RFS Holding, Inc. (“ Holding ”).

The Issuer is a Delaware statutory trust formed pursuant to (a) a Trust Agreement, dated as of September 25, 2003 (the “ Trust Agreement ”), between the Company and BNY Mellon Trust of Delaware, as owner trustee (the “ Owner Trustee ”), and (b) the filing of a certificate of trust with the Secretary of State of Delaware on September 24, 2003. The Offered Notes will be issued pursuant to a Master Indenture, dated as of September 25, 2003, and as amended as of February 9, 2004, June 17, 2004, August 31, 2006, June 28, 2007, May 22, 2008 and August 7, 2009 (the “ Master Indenture ”), between the Issuer and Deutsche Bank Trust Company Americas, as indenture trustee (the “ Indenture Trustee ”), as supplemented by the Series 20[ ]-[ ] Indenture Supplement with respect to the Offered Notes, to be dated on or about [ ], 20[ ] (the “ Indenture Supplement ” and, together with the Master Indenture, the “ Indenture ”).

The assets of the Issuer include, among other things, certain amounts due (the “ Receivables ”) on a pool of private label and co-branded credit card accounts of GE Capital Retail Bank (the “ Bank ”).

The Receivables are transferred by the Company to the Issuer pursuant to the Transfer Agreement, dated as of September 25, 2003, and as amended as of February 9, 2004, June 17, 2004, November 21, 2004, August 31, 2006, December 21, 2006, May 21, 2008, December 29, 2008, February 26, 2009, March 31, 2010 and March 20, 2012 (the “ Transfer Agreement ”), between the Company and the Issuer. The Receivables transferred to the Issuer by the Company were acquired by the Company from the Bank, PLT Holding, L.L.C. (“ PLTHL ”) and Holding pursuant to a Receivables Sale Agreement, dated as of June 27, 2003, and as amended as of February 9, 2004, February 7, 2005, December 21, 2006, May 21, 2008, December 29, 2008, February 26, 2009, November 23, 2010 and March 20, 2012 (the “ Receivables Sale Agreement ”), between the Company and the Bank. PLTHL, Holding and the Bank are party to that certain Receivables Purchase Agreement, dated as of February 26, 2009, and as amended by the Designation of Removed Accounts and Assignment of Receivables, dated as of March 21, 2012 (the “ Receivables Purchase Agreement ”). General Electric Capital Corporation (“ GECC ”), as servicer (the “ Servicer ”) has agreed to conduct the servicing, collection and administration of the Receivables owned by the Issuer pursuant to a Servicing Agreement, dated as of June 27, 2003, and as amended as of May 22, 2006, June 28, 2007, and May 22, 2008 (the “ Servicing Agreement ”) between the Issuer and the Servicer (as successor to the Bank).

Pursuant to (i) an Amended and Restated Contribution Agreement, dated as of November 1, 2004 and the Supplemental Contribution Agreement, dated as of March 29, 2005, each among Holding, GECC and General Electric Capital Services, Inc. (“ GECS ”), as assigned by GECS to GECC pursuant to the Assignment and Assumption Agreement, dated as of January 1, 2010 (the “ Assignment Agreement ”) between GECS, as assignor, and GECC, as assignee, and (ii) a Supplemental Contribution Agreement, dated as of June 15, 2004 and the First Amendment to Supplemental Contribution Agreement, dated as of May 12, 2009, each between Holding and GECS , as assigned by GECS to GECC pursuant to the Assignment Agreement (collectively, the “ Contribution Agreement ”), GECC, as assignee of GECS, has agreed to make capital contributions to Holding in the event that Holding is obligated to make certain payments, including payments to the Underwriters pursuant to this Agreement, and Holding does not otherwise have funds available to make such payments.

GECC has agreed to provide notices and perform on behalf of the Issuer certain other administrative obligations required by the Transfer Agreement, the Servicing Agreement, the Master Indenture and each indenture supplement for each series of notes issued by the Issuer, pursuant to an Administration Agreement, dated as of September 25, 2003 and as amended as of May 4, 2009 (the “ Administration Agreement ”), between GECC, as administrator, the Issuer and BNY Mellon Trust of Delaware, as Owner Trustee. The Trust Agreement, the Indenture, the Transfer Agreement, the Receivables Sale Agreement, the Receivables Purchase Agreement, the Servicing Agreement, the Contribution Agreement, the Assignment Agreement and the Administration Agreement are referred to herein, collectively, as the “ Transaction Documents .”

To the extent not defined herein, capitalized terms used herein have the meanings assigned in the Transaction Documents.

For purposes of this Agreement and all related documents, unless the context otherwise requires: (a) accounting terms not otherwise defined in this Agreement, and accounting terms partly defined in this Agreement to the extent not defined, shall have the respective meanings given to them under GAAP; (b) unless otherwise provided, references to any month, quarter or year refer to a calendar month, quarter or year; (c) terms defined in Article 9 of the UCC as in effect in the applicable jurisdiction and not otherwise defined in this Agreement are used as defined in that Article; (d) references to any amount as on deposit or outstanding on any particular date mean such amount at the close of business on such day; (e) the words “hereof”, “herein” and “hereunder” and words of similar import refer to this Agreement (or the certificate or other document in which they are used) as a whole and not to any particular provision of this Agreement (or such certificate or document); (f) references to any Section, Schedule or Exhibit are references to Sections, Schedules and Exhibits in or to this 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; (g) the term “including” means “including without limitation”; (h) references to any law or regulation refer to that law or regulation as amended from time to time and include any successor law or regulation; (i) references to any agreement refer to that agreement as from time to time amended, restated or supplemented or as the terms of such agreement are waived or modified in accordance with its terms; and (j) references to any Person include that Person’s successors and permitted assigns.

The Company has prepared and filed with the Securities and Exchange Commission (the “ Commission ”) in accordance with the provisions of the Securities Act of 1933, as amended (the “ Act ”), a registration statement on Form S-3 (having the registration number 333-[ ]), including a form of prospectus and such amendments thereto as may have been filed prior to the date hereof, relating to the Offered Notes and the offering thereof in accordance with Rule 415 under the Act. If any post-effective amendment to such registration statement has been filed with respect thereto, prior to the execution and delivery of this Agreement, the most recent such amendment has been declared effective by the Commission or the most recent effective date as of which the Prospectus (as defined below) is deemed to be part of such registration statement pursuant to Rule 430B under the Act. For purposes of this Agreement, “ Effective Time ” means the date and time as of which such registration statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission, and “ Effective Date ” means the date of the Effective Time. Such registration statement, as amended at the Effective Time, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is referred to in this Agreement as the “ Registration Statement .” The Registration Statement has been declared effective by the Commission not more than three years prior to the date hereof.

The Company proposes to file with the Commission pursuant to Rule 424(b) under the Act (“ Rule 424(b) ”) a supplement (the “ Prospectus Supplement ”) to the prospectus included in the Registration Statement (such prospectus, in the form it appears in the Registration Statement, or in the form most recently revised and filed with the Commission pursuant to Rule 424(b), is hereinafter referred to as the “ Base Prospectus ”) relating to the Offered Notes and the method of distribution thereof. The Base Prospectus and the Prospectus Supplement, together with any amendment thereof or supplement thereto, together with the information referred to under the

caption “Static Pool Information” in the Prospectus Supplement regardless of whether it is deemed a part of the Prospectus Supplement, are hereinafter referred to as the “ Prospectus ”.

On [ ], 20[ ] (the date the first Contract of Sale (as defined below) was entered into as designated by the Representatives (the “ Date of Sale ”)), the Company and the Representatives entered into this Underwriting Agreement (this “ Agreement ”). The Company had previously prepared a Preliminary Prospectus dated [ ], 20[ ] with respect to such Offered Notes (together with the Permitted Additional Information (as defined herein ), the “ Date of Sale Information ”). As used herein, “ Preliminary Prospectus ” means, with respect to any date referred to herein, the most recent preliminary Prospectus (as amended or supplemented, if applicable), which has been prepared and delivered by the Company to the Representatives in accordance with the provisions hereof that describe the Offered Notes and is filed or will be filed with the Commission pursuant to Rule 424(b), together with the information referred to under the caption “Static Pool Information” therein regardless of whether it is deemed a part of the Registration Statement or the Prospectus. If, subsequent to the Date of Sale (as defined above) and prior to the Closing Date (as defined below), the Preliminary Prospectus included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Company has prepared and delivered to the Underwriters a Corrected Prospectus (as defined below), and as a result investors in the Offered Notes elect to terminate their existing “Contracts of Sale” (within the meaning of Rule 159 under the Act) for any Offered Notes, then “Date of Sale Information” will refer to the Ratings FWP (as defined below) and the information conveyed to investors on the date of entry into the first new Contract of Sale in an amended Preliminary Prospectus approved by the Company and the Representatives that corrects such material misstatements or omissions (a “ Corrected Prospectus ”) and “Date of Sale” will refer to the date on which such new Contracts of Sale were entered into.

The Company and Holding hereby agree, severally and not jointly, with the underwriters for the Class A Notes listed on Schedule A hereto (the “ Class A Underwriters ”), the underwriters for the Class B Notes listed on Schedule A hereto (the “ Class B Underwriters ”) and the underwriters for the Class C Notes listed on Schedule A hereto (the “ Class C Underwriters ” and, together with the Class A Underwriters and the Class B Underwriters, the “ Underwriters ”) as follows:

1. Representations and Warranties . The Company represents and warrants to and agrees with each Underwriter, as of the date hereof, that:

(a) i) The conditions to the use of a registration statement on Form S-3 under the Act, as set forth in the General Instructions to Form S-3, and the conditions of Rule 415 under the Act, have been satisfied with respect to the Registration Statement. No stop order suspending the effectiveness of the Registration Statement has been issued, and no proceeding for that purpose has been instituted or threatened by the Commission.

(ii) As of the Closing Date (as such term is defined below), the Registration Statement, the Preliminary Prospectus, the Prospectus and the Ratings FWP (as defined below), except with respect to any modification as to which the Representatives have been notified, shall be in all substantive respects

in the form furnished to the Representatives or their counsel before such date or, to the extent not completed on such date, shall contain only such specific additional information and other changes (beyond that contained in the Preliminary Prospectus that has previously been furnished to the Representatives) as the Company or Holding has advised the Representatives, before such date, will be included or made therein.

(iii) (A) The Registration Statement, as of the Effective Date, conformed in all material respects to the requirements of the Act and the rules and regulations of the Commission thereunder; (B) on the date of this Agreement, the Registration Statement and the Prospectus, conform, and as of the time of filing the Prospectus pursuant to Rule 424(b), the Prospectus will conform in all material respects to the requirements of the Act and the rules and regulations of the Commission thereunder and of the Trust Indenture Act of 1939, as amended; (C) the Registration Statement, at the Effective Time, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and (D) the Prospectus as of its date, and as of the time of filing pursuant to Rule 424(b), and as of the Closing Date, will not include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading; provided, however, that the Company makes no representations or warranties as to (I) that part of the Registration Statement which constitutes the Statements of Eligibility of Qualification (Form T-1) of the Indenture Trustee and (II) anything contained in or omitted from such Registration Statement or such Prospectus in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter specifically for use in the preparation thereof, which information consists of the Underwriters’ Information (as defined herein); provided , further , that this clause (a)(iii) makes no representation and warranty as to the Date of Sale Information (the Date of Sale Information being covered by clause (b) below).

(b) The Date of Sale Information at the Date of Sale did not, and at the Closing Date will not, include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (it being understood that no representation or warranty is made with respect to the omission of pricing and price-dependent information, which information shall of necessity appear only in the final Prospectus); provided , that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information contained in or omitted from the Preliminary Prospectus based upon Underwriters’ Information.

(c) Other than with respect to the Preliminary Prospectus, the Prospectus, the Permitted Additional Information (as defined below) and any Underwriter Additional Information (as defined in Section 8(b) ), the Issuer (including its agents and representatives) has not made, used, authorized or approved and will not make, use,

authorize or approve any “written communication” (as defined in Rule 405 under the Act) that constitutes an offer to sell or solicitation of any offer to buy the Offered Notes.

(d) The Offered Notes will conform to the description thereof contained in the Preliminary Prospectus and the Prospectus and as of the Closing Date will be duly and validly authorized and, when validly executed, countersigned, issued and delivered in accordance with the Indenture and sold to the Underwriters as provided herein, will be validly issued and outstanding and entitled to the benefits of the Indenture.

(e) Neither the issuance nor sale of the Offered Notes nor the consummation of any other of the transactions herein contemplated, nor the fulfillment of the terms hereof, will conflict with any statute, order or regulation applicable to the Company with respect to the offering of the Offered Notes by any court, regulatory body, administrative agency or governmental body having jurisdiction over the Company or with any organizational document of the Company or any instrument or any agreement under which the Company is bound or to which it is a party.

(f) This Agreement has been duly authorized, executed and delivered by the Company.

(g) The Company was not, on the date on which the first bona fide offer of the Offered Notes sold pursuant to this Agreement was made, an “ineligible issuer” as defined in Rule 405 under the Act.

(h) The Company has provided a written representation (the “ 17g-5 Representation ”) to each nationally recognized statistical rating organization hired by the Company to rate the Offered Notes (collectively, the “ Hired NRSROs ”), which satisfies the requirements of paragraph (a)(3)(iii) of Rule 17g-5 (“ Rule 17g-5 ”) of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”). The Company has complied with the 17g-5 Representation, other than any breach of the 17g-5 Representation (a) that would not have a material adverse effect on the Notes or (b) arising from a breach by any of the Underwriters of the representation, warranty and covenant set forth in Section 4(d) .

(i) The Company has complied with Rule 193 of the Act in all material respects in connection with the offering of the Offered Notes.

2. Purchase and Sale .

(a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Class A Underwriters, severally and not jointly, and each Class A Underwriter, severally and not jointly, agrees to purchase from the Company, at a purchase price of [ ]% of the principal amount thereof, $[ ] the principal amount of the Class A Notes, set forth opposite such Class A Underwriter's name, in the respective amounts shown on Schedule A hereto.

(b) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to

sell to the Class B Underwriters, severally and not jointly, and each Class B Underwriter, severally and not jointly, agrees to purchase from the Company, at a purchase price of [ ]% of the principal amount thereof, the principal amount of the Class B Notes, set forth opposite such Class B Underwriter's name in the respective amounts shown on Schedule A hereto.

(c) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Class C Underwriters, severally and not jointly, and each Class C Underwriter, severally and not jointly, agrees to purchase from the Company, at a purchase price of [ ]% of the principal amount thereof, the principal amount of the Class C Notes, set forth opposite such Class C Underwriter's name in the respective amounts shown on Schedule A hereto.

(d) The parties hereto agree that settlement for all securities pursuant to this Agreement shall take place on the terms set forth herein and not as set forth in Rule 15c6-1(a) under the Exchange Act.

3. Delivery and Payment . Delivery of and payment for the Offered Notes shall be made at the offices of Mayer Brown LLP, Chicago, Illinois, at 10:00 A.M., New York City time, on the “Closing Date” specified in the Indenture Supplement, which date and time may be postponed by agreement between the Representatives and the Company (such date and time being herein called the “ Closing Date ”). Delivery of such Offered Notes shall be made to the Underwriters against payment by the Underwriters of the purchase price thereof to or upon the order of the Company by wire transfer in federal or other immediately available funds or by check payable in federal funds, as the Company shall specify no later than five full business days prior to such Closing Date. Unless delivery is made through the facilities of The Depository Trust Company, the Offered Notes shall be registered in such names and in such authorized denominations as the Representatives may request not less than two full business days in advance of the Closing Date.

The Company agrees to notify the Representatives at least two business days before the Closing Date of the exact principal balance evidenced by the Offered Notes and to have such Offered Notes available for inspection in New York, New York, no later than 12:00 noon, New York City time on the business day prior to the Closing Date.

4. Offering by the Underwriters . b) It is understood that each Underwriter shall offer the Offered Notes for sale to the public as set forth in the Preliminary Prospectus and the Prospectus.

(b) Each Underwriter (severally and not jointly) represents and warrants that it has complied in all material respects, and agrees that it will comply in all material respects, with all applicable securities laws and regulations in each jurisdiction in which it purchases, offers, sells or delivers the Offered Notes or distributes the Prospectus. Furthermore, such Underwriter shall comply with all applicable laws and regulations in connection with all offers, solicitations and sales of the Offered Notes and the use of Free Writing Prospectuses, including but not limited to Rules 164 and 433 under the Act.

(c) Each Underwriter, severally but not jointly, represents and agrees that, (a) it has not delivered, and will not deliver without the prior written consent of the Company, any written Rating Information to a Hired NRSRO or other nationally recognized statistical rating organization and (b) it has not communicated, and will not communicate without the prior written consent of the Company, orally any Rating Information to any Hired NRSRO or other nationally recognized statistical rating organization; provided, for the avoidance of doubt, that if an Underwriter receives an oral communication from a Rating Agency, such Underwriter is authorized to inform such Rating Agency that it will respond to the oral communication with a designed representative from the Company or refer such Rating Agency to the Company, who may respond to the oral communication. For purposes of this paragraph, “ Rating Information ” means any information, written or oral, provided to a Hired NRSRO that could reasonably be determined to be relevant to (a) determining the initial credit rating for the Offered Notes, including information about the characteristics of the Receivables and the legal structure of the Offered Notes, and (b) undertaking credit rating surveillance on the Offered Notes, including information about the characteristics and performance of the Receivables, in each case as contemplated by Rule 17g5(a)(3)(iii)(C).

5. Agreements . The Company agrees with each Underwriter that:

(a) The Company will cause the Prospectus to be transmitted to the Commission for filing pursuant to Rule 424 under the Act by means reasonably calculated to result in filing with the Commission pursuant to such rule, and prior to the termination of the Note Offering, also will advise the Representatives of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or preventing the offer and sale of the Offered Notes.

(b) If, at any time when a prospectus relating to the Offered Notes is required to be delivered under the Act, any event occurs as a result of which the Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or if it shall be necessary at any time to amend or supplement the Prospectus to comply with the Act or the rules thereunder, the Company promptly will notify the Representatives of such event and prepare and file with the Commission, an amendment or supplement that will correct such statement or omission or an amendment which will effect such compliance.

(c) The Company will furnish to the Representatives a copy of the related Registration Statement (including exhibits thereto) and, so long as delivery of a prospectus by the Underwriters or dealers may be required by the Act, as many copies of the Prospectus as the Underwriters may reasonably request.

(d) The Company will furnish such information, execute such instruments and take such actions as may be reasonably requested by the Representatives to qualify the Offered Notes for sale under the laws of such jurisdictions as the Representatives may designate and to maintain such qualifications in effect so long as required for the initial distribution of the Offered Notes; provided, however, that the Company shall not be

required to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to general or unlimited service of process in any jurisdiction in which it is not now so subject.

(e) If the transactions contemplated by this Agreement are consummated, the Company will pay or cause to be paid all expenses incident to the performance of the obligations of the Company under this Agreement, and will reimburse the Underwriters for any reasonable expenses (excluding fees of the Underwriters’ counsel) reasonably incurred by it in connection with qualification of the Offered Notes for sale and determination of their eligibility for investment under the laws of such jurisdictions as the Representatives have reasonably requested pursuant to Section 5(d) , for any fees charged by investment rating agencies for the rating of the Offered Notes, and for expenses incurred in distributing the Prospectus to the Underwriters. If the transactions contemplated by this Agreement are not consummated because any condition to the obligations of the Underwriters set forth in Section 6 is not satisfied or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or to comply with any provision hereof other than by reason of default by the Underwriters, the Company will reimburse the Underwriters upon demand for all out-of-pocket expenses (including reasonable fees and disbursements of counsel) that shall have been incurred by the Underwriters in connection with the proposed purchase, sale and offering of the Offered Notes. Except as herein provided, the Underwriters shall be responsible for paying all costs and expenses incurred by them, including the fees and disbursements of their counsel, in connection with the purchase and sale of the Offered Notes.

(f) The Company will file with the Commission any Underwriter Free Writing Prospectus delivered to it by the Underwriters for filing if such filing is required by Rule 433(d) under the Act.

(f) The Company will comply with the 17g-5 Representation, other than any breach of the 17g-5 Representation arising from a breach by any of the Underwriters of the representation, warranty and covenant set forth in Section 4(d) .

6. Conditions to the Obligations of the Underwriters . The obligations of the Underwriters to purchase the Offered Notes shall be subject to the accuracy in all material respects of the representations and warranties on the part of the Company contained in this Agreement, to the accuracy of the statements of the Company made in any applicable officers’ certificates pursuant to the provisions hereof, to the performance by the Company of its obligations under this Agreement and to the following additional conditions applicable to the Note Offering:

(a) No stop order suspending the effectiveness of the related Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted, or to the knowledge of the Company, threatened by the Commission.

(b) The Company shall have furnished to the Representatives a certificate of the Company, signed by the President, any Vice President, or the principal financial or

accounting officer of the Company, dated the Closing Date, to the effect that the signer of such certificate has carefully examined the Transaction Documents to which the Company is a party, and that, to the best of such person’s knowledge after reasonable investigation, the representations and warranties of the Company in this Agreement and the Transaction Documents to which the Company is a party are true and correct in all material respects, and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date.

(c) The Representatives shall have received on the Closing Date a signed opinion of Mayer Brown LLP, special New York counsel for the Company, in form and substance reasonably satisfactory to the Representatives and counsel to the Representatives, dated the Closing Date and addressed to the Representatives, to the effect that:

(i) the Company is a limited liability company validly existing and in good standing under the laws of the State of Delaware; Holding is a corporation validly existing and in good standing under the laws of the State of Delaware; PLTHL is a limited liability company validly existing and in good standing under the laws of the State of Delaware; and each of the Company, PLTHL and Holding has full power and authority to enter into and perform its obligations under this Agreement and the Transaction Documents and to consummate the transactions contemplated hereby and thereby;

(ii) the execution and delivery by each of the Bank, GECC, GECS, PLTHL, Holding, the Issuer and the Company (each, a “ Specified Entity ”) of this Agreement (if applicable) and the Transaction Documents to which it is a party, and the consummation by each of the transactions contemplated thereby, will not violate any applicable law, statute or governmental rule or regulation;

(iii) the execution and delivery by each Specified Entity of this Agreement (if applicable) and the Transaction Documents to which it is a party does not, and the consummation by each Specified Entity of the transactions contemplated thereby to occur on the date of this opinion will not, require any consent, authorization or approval of, the giving of notice to or registration with any governmental entity, except such as may have been made and such as may be required under the Federal securities laws, the blue sky laws of any jurisdiction or the Uniform Commercial Code of any state;

(iv) the execution and delivery by each of the Company and Holding of this Agreement and the Transaction Documents to which it is a party do not, and the consummation by the Company of the transactions contemplated thereby to occur on the date of this opinion will not, violate or contravene any term or provision of the Certificate of Formation or the Limited Liability Company Agreement of the Company or the Certificate of Incorporation or By-Laws of Holding;

(v) each of the Transaction Documents (other than the Trust Agreement) constitutes a legal, valid and binding obligation of each of GECC, PLTHL, GECS, the Issuer, the Company and Holding that is a party thereto, enforceable against each such party in accordance with its terms;

(vi) each of the Offered Notes is in due and proper form and when executed, authenticated and delivered as specified in the Indenture, and when delivered against payment of the consideration specified herein, it will be validly issued and outstanding, will constitute the legal, valid and binding obligation of the Issuer, enforceable against the Issuer in accordance with its terms, and will be entitled to the benefits of the Indenture;

(vii) the Issuer is not now, and immediately following the issuance of the Offered Notes pursuant to the Indenture will not be, required to be registered under the Investment Company Act of 1940, as amended;

(viii) the Registration Statement became effective under the Act not more than three years prior to the Closing Date, and the Prospectus has been filed with the Commission pursuant to Rule 424(b) thereunder in the manner and within the time period required by Rule 424(b); to the best of such counsel’s knowledge, no stop order suspending the effectiveness of the Registration Statement and the Prospectus and no proceedings for that purpose have been instituted;

(ix) the statements in the Base Prospectus under the headings “ The Trust—Perfection and Priority of Security Interests ” and “—Conservatorship and Receivership; Bankruptcy ,” and “ ERISA Considerations ” and the statements in the Prospectus Supplement under the heading “ Structural Summary—ERISA Considerations ” to the extent they constitute matters of law or legal conclusions with respect thereto, have been reviewed by such counsel and are correct in all material respects;

(x) the Transaction Documents and the Offered Notes conform in all material respects to the descriptions thereof contained in the Prospectus;

(xi) the Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended and complies as to form with the Trust Indenture Act of 1939 and the rules and regulations of the Commission thereunder; and

(xii) each of the Registration Statement, as of its Effective Date, and the Prospectus, as of its date, complied as to form in all material respects with the requirements of the Act and the rules and regulations under the Act, except that such counsel need not express any opinion as to the financial and statistical data included therein or excluded therefrom or the exhibits to the Registration Statement and, except as, and to the extent set forth in paragraphs (ix) and (x) , such counsel need not assume any responsibility for the accuracy, completeness

or fairness of the statements contained in the Registration Statement or the Prospectus.

(d) The Representatives shall have received on the Closing Date a signed opinion of Daniel Ro, Special Transaction Counsel for the Bank, in form and substance reasonably satisfactory to the Representatives and counsel to the Representatives, dated the Closing Date and addressed to the Representatives, to the effect that:

(i) the Bank is (A) duly organized and validly existing as a Federal savings bank in good standing under the laws of the United States and (B) duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction where the conduct of its business or the ownership, lease or operation of its property requires such qualification, except where the failure to be so qualified would not have a material adverse effect on its ability to perform its obligations under the Receivables Sale Agreement;

(ii) the Bank has all requisite corporate power and authority to execute, deliver and perform its obligations under each of the Receivables Sale Agreement and the Receivables Purchase Agreement and to consummate the transactions provided for therein;

(iii) the execution, delivery and performance by the Bank of each of the Receivables Sale Agreement and the Receivables Purchase Agreement and the consummation of the transactions provided for therein have been duly authorized by all requisite corporate action on the part of the Bank;

(iv) each of the Receivables Purchase Agreement and the Receivables Sale Agreement has been duly executed and delivered by a duly authorized officer of the Bank;

(v) the execution, delivery and performance by the Bank of each of the Receivables Purchase Agreement and the Receivables Sale Agreement and the consummation by the Bank of the transactions provided for therein, do not and will not (A) contravene, violate or constitute a default under any provision of the certificate of incorporation or By-laws of the Bank, (B) to the best of such counsel’s knowledge, contravene or violate any judgment, injunction, order or decree, to which the Bank or its property is subject, (C) to the best of such counsel’s knowledge, result in the creation or imposition of any mortgage, lien, pledge, charge, security interest or other encumbrance upon any property or assets of the Bank, except as contemplated by the Servicing Agreement and the Receivables Sale Agreement or (D) contravene violate, conflict with or constitute a default under any agreement, lease, indenture, trust, deed, mortgage, or other instrument of which such counsel is aware to which the Bank is a party or by which the Bank is bound.

(e) The Representatives shall have received on the Closing Date a signed opinion of Daniel Ro, Vice President and Counsel, Capital Markets for GE Capital, Retail

Finance, in form and substance reasonably satisfactory to the Representatives and counsel to the Representatives, dated the Closing Date and addressed to the Representatives to the effect that:

(i) each of GECC and GECS is validly existing and in good standing as a corporation under the laws of the State of Delaware and has the corporate power and authority to transact the business in which it is now engaged and to enter into and to perform all of its obligations under the Servicing Agreement, the Administration Agreement, the Assignment Agreement and the Contribution Agreement to which it is a party in the various capacities set forth therein;

(ii) the execution, delivery and performance by each of GECC and GECS of the Servicing Agreement, the Administration Agreement and the Contribution Agreement to which it is a party and the consummation by GECC and GECS of the transactions contemplated thereby have been duly authorized by all necessary corporate action on the part of GECC and GECS;

(iii) the Servicing Agreement, the Administration Agreement, the Assignment Agreement and the Contribution Agreement to which it is a party have been duly and validly executed and delivered by GECC and GECS; and

(iv) the execution and delivery by each of GECC and GECS of the Servicing Agreement, the Administration Agreement, the Assignment Agreement and the Contribution Agreement to which it is a party and the consummation of the transactions contemplated thereby will not conflict with, result in a breach of any of the terms and provisions of, constitute (with or without notice or lapse of time) a default under (A) the certificate of incorporation or By-laws of GECC or, with respect to the Assignment Agreement, GECS, (B) to such counsel’s knowledge, and without any special investigation for this purpose, any material indenture, contract, lease, mortgage, deed of trust or other instrument of agreement to which GECC or, with respect to the Assignment Agreement, GECS is a party or by which GECC or, with respect to the Assignment Agreement, GECS is bound, or (C) to such counsel’s knowledge and without any special investigation for this purpose, any judgment, writ, injunction, decree, order or ruling of any court or governmental authority having jurisdiction over GECC or, with respect to the Assignment Agreement, GECS.

(f) The Representatives shall have received on the Closing Date a signed opinion of Richards, Layton & Finger, counsel for the Owner Trustee, in form and substance reasonably satisfactory to the Representatives and counsel to the Representatives, dated the Closing Date and addressed to the Representatives, to the effect that:

(i) the Owner Trustee is duly incorporated and is validly existing and in good standing as a banking corporation under the laws of the State of Delaware;

(ii) the Owner Trustee has the power and authority to execute, deliver and perform its obligations under the Trust Agreement and as trustee under the Administration Agreement, and to consummate the transactions contemplated thereby;

(iii) the Owner Trustee has duly authorized, executed and delivered the Trust Agreement and the Administration Agreement, as trustee, and the Trust Agreement constitutes a legal, valid and binding obligation of the Owner Trustee, enforceable against the Owner Trustee in accordance with its terms; and

(iv) neither the execution, delivery and performance by the Owner Trustee of the Trust Agreement, the Administration Agreement, as trustee, nor the consummation of any of the transactions by the Owner Trustee contemplated thereby, (A) is in violation of the charter or bylaws of the Owner Trustee or of any law, governmental rule or regulation of the State of Delaware or of the federal laws of the United States governing the trust powers of the Owner Trustee and (B) requires the consent or approval of, the withholding of objection on the part of, the giving of notice to, the filing, registration or qualification with, or the taking of any other action in respect of, any governmental authority or agency under the laws of the State of Delaware or the federal laws of the United States governing the trust powers of the Owner Trustee.

(g) The Representatives shall have received on the Closing Date a signed opinion of Richards, Layton & Finger, special Delaware counsel for the Issuer, in form and substance reasonably satisfactory to the Representatives and counsel to the Representatives, dated the Closing Date and addressed to the Representatives, to the effect that:

(i) the Issuer has been duly formed and is validly existing as a statutory trust under the Delaware Statutory Trust Act, 12 Del. C. § 3801, et seq ., and has the power and authority under the Trust Agreement and the Delaware Statutory Trust Act to execute, deliver and perform its obligations under the Indenture, the Administration Agreement, the Servicing Agreement, the Custody and Control Agreement, dated as of September 25, 2003, among the Indenture Trustee, the Issuer, and the Custodian (the “ Custody and Control Agreement ”) and the Transfer Agreement;

(ii) the Indenture, the Administration Agreement, the Servicing Agreement, the Custody and Control Agreement, the Transfer Agreement, the Offered Notes to be issued by the Issuer on the Closing Date, and the Certificates have been duly authorized and executed by the Issuer;

(iii) the Trust Agreement is a legal, valid and binding obligation of the Company and the Owner Trustee, enforceable against the Company and the Owner Trustee, in accordance with its terms;

(iv) neither the execution, delivery or performance by the Issuer of the Indenture, the Administration Agreement, the Servicing Agreement, the Custody and Control Agreement or the Transfer Agreement, nor the consummation by the Issuer of any of the transactions contemplated thereby, (A) requires the consent or approval of, the withholding of objection on the part of, the giving of notice to, the filing, registration or qualification with, or the taking of any other action in respect of, any governmental authority or agency of the State of Delaware, other than the filing of the certificate of trust with the Secretary of State, or (B) is in violation of the Trust Agreement or of any law, rule or regulation of the State of Delaware applicable to the Issuer;

(v) under § 3805 (b) and (c) of the Delaware Statutory Trust Act, (A) no creditor of any Certificateholder shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Issuer except in accordance with the terms of the Trust Agreement, and (B) except to the extent otherwise provided in the Trust Agreement, a Certificateholder (including the Company in its capacity as such) has no interest in specific Issuer property;

(vi) under the Delaware Statutory Trust Act, the Issuer is a separate legal entity and, assuming that the Transfer Agreement conveys good title to the Issuer Estate (as defined in the Trust Agreement) to the Issuer as a true sale and not as a security arrangement, the Issuer rather than the Certificateholders will hold whatever title to the Issuer property as may be conveyed to it from time to time pursuant to the Transfer Agreement, except to the extent that the Issuer has taken action to dispose of or otherwise transfer or encumber any part of the Issuer property; and

(vii) under § 3808(a) and (b) of the Delaware Statutory Trust Act, the Issuer may not be terminated or revoked by any Certificateholder, and the dissolution, termination or bankruptcy of any Certificateholder shall not result in the termination or dissolution of the Issuer, except to the extent otherwise provided in the Trust Agreement.

(h) The Representatives shall have received on the Closing Date a signed opinion of Winston & Strawn LLP, special New York counsel for the Indenture Trustee, in form and substance reasonably satisfactory to the Representatives and counsel to the Representatives, dated the Closing Date and addressed to the Representatives, to the effect that:

(i) the Indenture Trustee is a banking corporation and trust company validly existing under the laws of the State of New York;

(ii) the Indenture Trustee has the requisite power and authority to execute and deliver the Indenture, the Omnibus Amendment, and the Custody and Control Agreement and to perform its obligations under the Indenture and the Custody and Control Agreement, and has taken all necessary action to authorize

the execution, delivery and performance of the Indenture and the Other Agreements;

(iii) the Indenture Trustee is duly authorized and empowered to exercise trust powers under applicable law;

(iv) the Indenture, the Omnibus Amendment, and the Custody and Control Agreement have been duly executed and delivered by the Indenture Trustee and constitute the legal, valid, and binding obligation of the Indenture Trustee, enforceable against the Indenture Trustee in accordance with their respective terms, except that certain of such obligations may be enforceable against the Collateral;

(v) the Offered Notes, delivered on the date hereof have been duly authenticated and delivered by the Indenture Trustee in accordance with the terms of the Indenture;

(vi) neither the execution, delivery or performance by the Indenture Trustee of the Indenture and the Custody and Control Agreement require approval, authorization or other action by or filing with any governmental authority of the United States, or of the State of New York, having jurisdiction over the banking or trust powers of the Indenture Trustee; and

(vii) the execution, delivery and performance by the Indenture Trustee of the Indenture and the Custody and Control Agreement, and the authentication of the Offered Notes by the Indenture Trustee do not conflict with or result in a violation of (1) any law or regulation of the United States or the State of New York law governing the banking or trust powers of the Indenture Trustee, or (2) the organization certificate as amended or By-laws as amended of the Indenture Trustee.

(i) The Representatives shall have received on the Closing Date a signed opinion of Bingham McCutchen LLP, counsel for the Underwriters, in form and substance reasonably satisfactory to the Representatives with respect to the validity of the Offered Notes and such other related matters as the Representatives may reasonably request, and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters.

(j) The Representatives shall have received on the Closing Date (i) signed opinions of Mayer Brown LLP, special New York counsel for the Company, dated as of the Closing Date, in form and substance satisfactory to the Representatives, relating to (A) certain insolvency and bankruptcy matters and (B) federal income tax matters and (ii) a signed negative assurance letter, dated as of the Closing Date, in form and substance reasonably satisfactory to the Representatives, relating to the Registration Statement, the Preliminary Prospectus, the Prospectus and the Ratings FWP (as defined below)..

(k) The Representatives shall have received letters, dated as of the Closing Date or such other date as may be agreed upon between the Representatives and the

Company, from certified public accountants (who shall be satisfactory to the Representatives), substantially in the form previously approved by the Representatives.

(l) The Offered Notes shall have received the ratings specified in the Ratings FWP (as defined below).

(m) Prior to the Closing Date, the Company shall have furnished to the Underwriters such further information, certificates and documents as the Representatives may reasonably request.

(n) Subsequent to the date of the Prospectus, there shall not have been any material adverse change in the business or properties of the Company which in the Representatives’ reasonable judgment, after consultation with the Company, materially impairs the investment quality of the Offered Notes so as to make it impractical or inadvisable to proceed with the public offering or the delivery of such Offered Notes as contemplated by the Prospectus.

7. Indemnification and Contribution .

(a) The Company and Holding, jointly and severally, agree to indemnify and hold harmless each Underwriter and each person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (a “ Controlling Person ”) against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act, the Exchange Act, or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) are caused by any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration Statement, (ii) the Preliminary Prospectus (it being understood that such indemnification with respect to the Preliminary Prospectus does not include the omission of pricing and price-dependent information, which information shall of necessity appear only in the final Prospectus), (iii) the Prospectus or (iv) any Permitted Additional Information, or are caused by the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and will reimburse each Underwriter and Controlling Person for any legal or other expenses reasonably incurred by such Underwriter or such Controlling Person in connection with investigating or defending any such loss, claim, damage, liability or action; provided , however , that (i) neither the Company nor Holding will be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with the Underwriters’ Information (as defined below) and (ii) such indemnity with respect to any Corrected Statement (as defined below) in such Prospectus shall not inure to the benefit of any Underwriter (or any Controlling Person) from whom the person asserting any loss, claim, damage or liability purchased the Offered Notes that are the subject thereof if the untrue statement or omission of a material fact contained in such Prospectus was corrected (a “ Corrected Statement ”) in a Corrected Prospectus and such Corrected Prospectus was furnished by the Company to

such Underwriter prior to the delivery of the confirmation of the sale of such Offered Notes, but such Underwriter did not furnish such Corrected Prospectus to such investor prior to the delivery of such confirmation. This indemnity agreement will be in addition to any liability which the Company or Holding may otherwise have.

(b) Each Underwriter, severally and not jointly, agrees to indemnify and hold harmless the Company, and Holding, each of their respective directors and officers who signs the Registration Statement relating to the Offered Notes, and each person who controls the Company or Holding within the meaning of the Act or the Exchange Act (i) to the same extent as the foregoing indemnities from the Company and Holding to such Underwriter, but only with reference to the Underwriters’ Information; (ii) with respect to the failure on the part of such Underwriter to deliver to any investor with whom such Underwriter entered into a Contract of Sale, prior to the date such investor entered into such Contract of Sale, the Preliminary Prospectus and (iii) any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act, the Exchange Act, or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) are caused by any untrue statement or alleged untrue statement of a material fact contained in any Underwriter Additional Information, or are caused by the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and will reimburse the Company, the Issuer and Holding, and each person who controls the Company, the Issuer or Holding within the meaning of the Act or the Exchange Act for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided that in the case of this subclause (iii), no Underwriter will be liable in any case to the extent that any such loss, claim, damage, or liability arises out of or is based on any such untrue statement of a material fact or alleged untrue statement of a material fact or any such omission or alleged omission in any Underwriter Additional Information in reliance upon and in conformity with (x) any written information furnished to the related Underwriter by the Company or Holding specifically for use therein or (y) the Preliminary Prospectus or Prospectus, which information was not corrected by information subsequently provided by the Company or Holding to the related Underwriter within a reasonable period of time prior to the time of use of such Underwriter Additional Information that gave rise to the related loss, claim, damage or liability. This indemnity agreement will be in addition to any liability which any Underwriter may otherwise have. Each of the Company and Holding acknowledges that the statements set forth on the cover page of the Prospectus Supplement on the line across from “Price to public,” in the table listing the Class A Underwriters and the Principal Amount of Class A Notes under the heading “Underwriting” in the Prospectus Supplement, in the table listing the Class B Underwriters and the Principal Amount of Class B Notes under the heading “Underwriting” in the Prospectus Supplement , in the table listing the Class C Underwriters and the Principal Amount of Class C Notes under the heading “Underwriting” in the Prospectus Supplement , in the table following the fourth paragraph under the heading “Underwriting” in the Prospectus Supplement and in the penultimate paragraph under the heading “Underwriting” in the Prospectus Supplement (such information, the “ Underwriters’ Information ”) constitute the only

information furnished in writing by or on behalf of the Underwriters for inclusion in the Prospectus.

(c) Promptly after receipt by an indemnified party under this Section 7 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 7 , notify the indemnifying party in writing of the commencement thereof; but the omission or failure to so notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party otherwise than under this Section 7 except and to the extent of any prejudice to the indemnifying party arising from such failure to provide notice. In case any such action is brought against any indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein, and to the extent that it may elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense thereof, with counsel satisfactory to such indemnified party; provided , however , that if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. Upon receipt of notice from the indemnifying party to such indemnified party of its election so to assume the defense of such action and approval by the indemnified party of counsel, the indemnifying party will not be liable to such indemnified party under this Section 7 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof unless (i) the indemnified party shall have employed separate counsel in connection with the assertion of legal defenses in accordance with the proviso to the next preceding sentence ( it being understood , however , that the indemnifying party shall not be liable for the expenses of more than one separate counsel approved by the indemnified party in the case of subparagraph (a) or (b) of this Section 7 , representing the indemnified parties under subparagraph (a) or (b), who are parties to such action), (ii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of commencement of the action or (iii) the indemnifying party has authorized the employment of counsel for the indemnified party at the expense of the indemnifying party; and except that, if clause (i) or (iii) is applicable, such liability shall be only in respect of the counsel referred to in such clause (i) or (iii). Unless it shall assume the defense of any proceeding, the indemnifying party shall not be liable for any settlement of any proceeding, effected without its written consent, but if settled with such consent or if there shall be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss, claim, damage or liability by reason of such settlement or judgment. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party unless such settlement includes an unconditional release of such indemnified party from all liability

on any claims that are the subject matter of such action and does not include a statement as to, or an admission of, fault, culpability or failure to act by or on behalf of any indemnified party.

(d) If the indemnification provided for in paragraph (a) or (b) of this Section 7 is due in accordance with its terms but is for any reason held by a court to be unavailable from the Company, Holding or the Underwriters, on grounds of policy or otherwise, then each indemnifying party shall contribute to the aggregate losses, claims, damages and liabilities to which the Company, Holding and the Underwriters may be subject in such proportion as is appropriate to reflect not only the relative benefits received by the Company and Holding on the one hand and the Underwriters on the other from the offering of the Offered Notes but also the relative fault of the Company and Holding on the one hand and of the Underwriters, on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Company and Holding on the one hand and the Underwriters on the other shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) of the Offered Notes received by the Company and Holding bear to the total underwriting discounts and commissions received by the Underwriters with respect to the Offered Notes. The relative fault of the Company and Holding on the one hand and of the Underwriters on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact in the Registration Statement, the Preliminary Prospectus, the Prospectus or the Permitted Additional Information or the omission or alleged omission to state a material fact therein necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading relates to information supplied by the Company or Holding or by the Underwriters, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. Notwithstanding the provisions of this Section 7, no Underwriter shall be required to contribute any amount pursuant to this Agreement in excess of the amount by which the total price at which the Offered Notes underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.

(e) The Company, Holding and the Underwriters agree that it would not be just and equitable if contribution pursuant to Section 7(d) were determined by pro rata allocation or by any other method of allocation which does not take account of the considerations referred to above. The amount paid or payable by an indemnified party as a result of the losses, claims, damages and liabilities referred to in Section 7(d) shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim except where the indemnified party is required to bear such expenses pursuant to Section 7(c) ; which expenses the indemnifying party shall pay as and when incurred, at the request of the indemnified party, to the extent that the indemnifying party reasonably believes that it will be ultimately obligated to pay such expenses. In the event that any expenses so paid by the indemnifying party are

subsequently determined to not be required to be borne by the indemnifying party hereunder, the party which received such payment shall promptly refund the amount so paid to the party which made such payment.

Notwithstanding anything to the contrary in Section 7(d) , no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 7 , each Controlling Person shall have the same rights to contribution as that Underwriter, and each person who controls the Company or Holding within the meaning of either the Act or the Exchange Act, each officer of the Company or Holding who shall have signed the Registration Statement and each director of the Company or Holding shall have the same rights to contribution as the Company or Holding, as applicable, subject in each case to the immediately preceding sentence of this paragraph.

8. Offering Communications

(a) For purposes hereof, “ Free Writing Prospectus ” shall have the meaning given such term in Rule 405 under the Act. “ Permitted Additional Information ” shall mean the free writing prospectus dated [ ], 20[ ] with respect to the ratings on the Offered Notes (the “ Ratings FWP ”) and any information that is included in any road show presentation the Issuer, the Company or Holding has approved.

(b) Other than the Preliminary Prospectus, Prospectus and the Permitted Additional Information, each Underwriter represents, warrants and agrees with Holding and the Company that: (i) it has not made, used, prepared, authorized, approved or referred to and will not make, use, prepare, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Act) that constitutes an offer to sell or solicitation of an offer to buy the Offered Notes, including, but not limited to, any “ABS informational and computational materials” as defined in Item 1101(a) of Regulation AB under the Act; and (ii) it shall, for a period of at least three years after the date hereof, maintain written and/or electronic records regarding each Contract of Sale entered into by such Underwriter, the date, identity of the investor and the terms of such Contract of Sale, as set forth in the related confirmation of trade. Notwithstanding the foregoing, the Company agrees that (A) the Underwriters may disseminate information on Bloomberg to prospective investors relating solely to i) information of the type identified in Rule 134 under the Act, ii) information included in the Preliminary Prospectus, iii) the status of allocations and subscriptions of the Offered Notes, expected pricing parameters of the Offered Notes and the yields and weighted average lives of the Offered Notes, and iv) information constituting final terms of the Offered Notes within the meaning of Rule 433(d)(5)(ii) under the Act (each such communication, an “ Underwriter Free Writing Prospectus ”); provided that in the case of the foregoing clauses (i) through (iv), other than the final pricing terms, such Underwriter Free Writing Prospectus would not be required to be filed with the Commission, and (B) each Underwriter is permitted to provide information customarily included in confirmations of sales of securities and notices of allocations and information delivered in compliance with Rule 134 under the Act (the information described in clauses (A) and (B), collectively, the “ Underwriter Additional Information ”).

(i) each Underwriter Additional Information prepared by it will not, as of the date such Underwriter Additional Information was conveyed or delivered to any prospective purchaser of the Offered Notes, include any untrue statement of a material fact or omit any material fact necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading; provided , however , that no Underwriter makes such representation, warranty or agreement to the extent such misstatements or omissions were the result of any inaccurate information which was included in the Preliminary Prospectus, the Prospectus or any written information furnished to the related Underwriter by the Company or the Issuer expressly for use therein, which information was not corrected by information subsequently provided by the Company or the Issuer to the related Underwriter prior to the time of use of such Underwriter Additional Information;

(ii) each Underwriter Free Writing Prospectus prepared by it shall contain a legend substantially in the form of and in compliance with Rule 433(c)(2)(i) under the Act, and shall otherwise conform to any requirements for “free writing prospectuses” under the Act; and

(iii) each Underwriter Free Writing Prospectus prepared by it shall be delivered to the Company no later than the date of first use and, unless otherwise agreed to by the Company and the related Underwriter, such delivery shall occur no later than the close of business for the Bank (Eastern Time) on the date of first use; provided , however , that if the date of first use is not a Business Day, such delivery shall occur no later than the close of business for the Bank (Eastern Time) on the first Business Day preceding such date of first use.

(d) In the event that any Underwriter uses the Internet or other electronic means to offer or sell the Offered Notes, it severally represents that it has in place, and covenants that it shall maintain, internal controls and procedures which it reasonably believes to be sufficient to ensure compliance in all material respects with all applicable legal requirements under the Act.

9. Agreement of each Underwriter . c) Each Underwriter agrees that (i) if the Prospectus is not delivered with the confirmation in reliance on Rule 172 under the Act, it will include in every confirmation sent out by such Underwriter the notice required by Rule 173 under the Act informing the investor that the sale was made pursuant to the Registration Statement and that the investor may request a copy of the Prospectus from such Underwriter; (ii) if a paper copy of the Prospectus is requested by a person who receives a confirmation, such Underwriter shall deliver a printed or paper copy of such Prospectus; and (iii) if an electronic copy of the Prospectus is delivered by an Underwriter for any purpose, such copy shall be the same electronic file containing the Prospectus in the identical form transmitted electronically to such Underwriter by or on behalf of the Company specifically for use by such Underwriter pursuant to this Section 9(a) ; for example, if the Prospectus is delivered to an Underwriter by or on behalf of the Company in a single electronic file in .pdf format, then such Underwriter will

deliver the electronic copy of the Prospectus in the same single electronic file in .pdf format. Each Underwriter further agrees that if it delivers to an investor the Prospectus in .pdf format, upon such Underwriter’s receipt of a request from the investor within the period for which delivery of the Prospectus is required, such Underwriter will promptly deliver or cause to be delivered to the investor, without charge, a paper copy of the Prospectus.

(b) Prior to the Closing Date, each Underwriter shall notify Holding and the Company of (i) the date on which the Preliminary Prospectus is first used and (ii) the date of the first Contract of Sale to which such Preliminary Prospectus relates.

(c) Each Underwriter represents and agrees (i) that it did not enter into any commitment to sell any Offered Notes prior to the Date of Sale, it did not enter into any Contract of Sale for any Offered Notes prior to the Date of Sale and, without limiting the foregoing, it did not enter into a Contract of Sale with an investor in the Offered Notes prior to the delivery of the Preliminary Prospectus to such investor and (ii) that it will, at any time that such Underwriter is acting as an “underwriter” (as defined in Section 2(a)(11) of the Act) with respect to the Offered Notes, deliver to each investor to whom Offered Notes are sold by it during the period prior to the filing of the final Prospectus (as notified to such Underwriter by the Company or by Holding), prior to the applicable date of any such Contract of Sale with respect to such investor, the Preliminary Prospectus.

(d) In relation to each member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), each Underwriter represents and agrees that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State it has not made and will not make an offer of Offered Notes to the public (i) in the Czech Republic or (ii) in that Relevant Member State other than:

(i) to any legal entity which is a qualified investor as defined in the Prospectus Directive;

(ii) to fewer than 100 or, if the Relevant Member State has implemented the relevant provisions of the 2010 PD Amending Directive, 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive) subject to obtaining the prior consent of the Representatives; or

(iii) in any other circumstances falling within Article 3(2) of the Prospectus Directive;

provided , that no such offer of Offered Notes shall require the Issuer or any Underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive.

For the purposes of this Section 9(d) , (A) the expression an “offer of Offered Notes to the public” in relation to any Offered Notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the

terms of the offer and the Offered Notes to be offered so as to enable an investor to decide to purchase or subscribe the Offered Notes, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in that Relevant Member State, (B) the expression “Prospectus Directive” means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State, (C) the expression “2010 PD Amending Directive” means Directive 2010/73/EU and (D) the countries comprising the “European Economic Area” are Austria, Belgium, Bulgaria, Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Iceland, Ireland, Italy, Latvia, Liechtenstein, Lithuania, Luxembourg, Malta, Netherlands, Norway, Poland, Portugal, Romania, Slovakia, Slovenia, Spain, Sweden and United Kingdom.

(e) In the event the Company or any Underwriter becomes aware that, as of the Date of Sale, any Date of Sale Information contains or contained any untrue statement of material fact or omits or omitted to state any material fact necessary in order to make the statements contained therein in light of the circumstances under which they were made, not misleading (a “ Defective Prospectus ”), the party making such discovery shall promptly notify the other party of such untrue statement or omission no later than one Business Day after discovery and the Company shall prepare and deliver to the Underwriters a Corrected Prospectus. Each Underwriter shall deliver such Corrected Prospectus in a manner reasonably acceptable to both parties, to any Person with whom a Contract of Sale was entered into based on such Defective Prospectus, and such Underwriter shall provide any such Person with adequate disclosure of the Person’s rights under the existing Contract of Sale and a meaningful ability to elect to terminate or not terminate the prior Contract of Sale and to elect to enter into or not enter into a new Contract of Sale based on the information set forth in the Corrected Prospectus.

10. Default by an Underwriter . If any Underwriter shall fail to purchase and pay for any of the Offered Notes agreed to be purchased by such Underwriter hereunder and such failure to purchase shall constitute a default in the performance of its obligations under this Agreement, the remaining Underwriters shall be obligated to take up and pay for the Offered Notes that the defaulting Underwriter agreed but failed to purchase; provided, however , that in the event that the initial principal balance of Offered Notes that the defaulting Underwriter agreed but failed to purchase shall exceed 10% of the aggregate principal balance of all of the Offered Notes set forth in Schedule A hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Offered Notes, and if such nondefaulting Underwriters do not purchase all of the Offered Notes, this Agreement will terminate without liability to the nondefaulting Underwriters or the Company. In the event of a default by any Underwriter as set forth in this Section 10 , the Closing Date for the Offered Notes shall be postponed for such period, not exceeding seven days, as the nondefaulting Underwriters shall determine in order that the required changes in the Registration Statement, the Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and to any nondefaulting Underwriters for damages occasioned by its default hereunder.

11. Termination . 2) This Agreement shall be subject to termination by notice given to the Company, if the sale of the Offered Notes provided for herein is not consummated because

of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement. If the Underwriters terminate this Agreement in accordance with this Section 11 , the Company will reimburse the Underwriters for all reasonable out-of-pocket expenses (including reasonable fees and disbursements of counsel) that shall have been reasonably incurred by the Underwriters in connection with the proposed purchase and sale of the Offered Notes.

(b) The obligations of the Underwriters to purchase the Offered Notes on the Closing Date shall be terminable by an Underwriter by written notice delivered by the Representatives to the Company and Holding if at any time on or before the Closing Date (a) a general moratorium on commercial banking activities in New York shall have been declared by any of Federal or New York state authorities, (b) trading in securities generally on the New York Stock Exchange shall have been suspended, or minimum or maximum prices or ranges of prices, shall be established by such exchange or by order of the Commission, (c) there shall have occurred any outbreak or material escalation of hostilities or other calamity or crisis, the effect of which on the financial markets of the United States is such as to make it, in the Underwriters’ reasonable judgment, impracticable or inadvisable to market the Offered Notes on the terms and in the manner contemplated in the Prospectus. Upon such notice being given, the parties to this Agreement shall (except for the liability of the Company under Section 5(e) and Section 7 ) be released and discharged from their respective obligations under this Agreement.

12. Representations and Indemnities to Survive Delivery . The agreements, representations, warranties, indemnities and other statements of the Company, Holding or their respective officers and of the Representatives set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of the Underwriters or the Company or any of the officers, directors or Controlling Persons, and will survive delivery of and payment for the related Offered Notes. The provisions of Section 7 hereof shall survive the termination or cancellation of this Agreement.

13. Successors . This Agreement will inure to the benefit of and be binding upon the parties hereto and thereto and their respective successors and the officers, directors and controlling persons referred to in Section 7 hereof, and their successors and assigns, and no other person will have any right or obligation hereunder or thereunder. No purchaser of any Offered Note from the Underwriters shall be deemed a successor or assign by reason of such purchase.

14. APPLICABLE LAW . (a) THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

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

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

15. Miscellaneous . This Agreement supersedes all prior and contemporaneous agreements and understandings relating to the subject matter hereof. This Agreement may not be changed, waived, discharged or terminated except by an affirmative written agreement made by the party against whom enforcement of the change, waiver, discharge or termination is sought. The headings in this Agreement are for purposes of reference only and shall not limit or otherwise affect the meaning hereof or thereof.

16. 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.

17. Notices . All communications hereunder will be in writing and effective only on receipt, and, if sent to the Representatives, will be delivered to each of them at the address first above written; or if sent to the Company, will be delivered to GE Capital, Retail Finance, 777 Long Ridge Road, Stamford, Connecticut 06927, Attention: Daniel Ro, Vice President and Legal Counsel, Capital Markets.

18. Non-Petition Covenant . Notwithstanding any prior termination of this Agreement, the Underwriters, prior to the date which is one year and one day after the payment in full of all obligations issued by the Issuer or any other special purpose entity formed by the Company, shall not acquiesce, petition or otherwise invoke or cause the Company or Holding to invoke the process of any court or governmental authority for the purpose of commencing or sustaining a case against the Company or Holding under any federal or state bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Company or Holding, as applicable, or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Company or Holding.

19. Financial Services Act . Each Underwriter represents and agrees:

(a) that it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 (the “FSMA”)) received by it in connection with the issue or sale of any Offered Notes in circumstances in which Section 21(1) of the FSMA does not apply to the Issuer; and

(b) that it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Offered Notes in, from or otherwise involving the United Kingdom.

20. Absence of Fiduciary Relationship . Each of the Company and Holding acknowledges and agrees that:

(a) the Underwriters have been retained solely to act as underwriters in connection with the sale of the Offered Notes and that no fiduciary, advisory or agency relationship between the Company or Holding and the Underwriters has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriters have advised or are advising the Company or Holding on other matters and the Company and Holding agree that they are solely responsible for making their own judgments in connection with the offering;

(b) the price of the Offered Notes set forth in this Agreement was established by the Company following discussions and arms-length negotiations with the Underwriters and each of the Company and Holding is capable of evaluating and

understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement;

(c) it has been advised that the Underwriters and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and Holding and that the Underwriters have no obligation to disclose such interests and transactions to the Company or Holding by virtue of any fiduciary, advisory or agency relationship; and

(d) it waives, to the fullest extent permitted by law, any claims it may have against the Underwriters for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Underwriters shall have no liability (whether direct or indirect) to the Company or Holding in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company or Holding, including stockholders, employees or creditors of the Company or Holding.

If the foregoing is in accordance with your understanding of our agreement, please sign and return to the undersigned a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company, Holding and the Representatives.

	Very truly yours,


	RFS HOLDING, L.L.C.


	By:
		Name:
		Title:



	RFS HOLDING, INC.


	By:
		Name:
		Title:

S- 1

The foregoing Agreement is
hereby confirmed and accepted
as of the date first above written.

[Representative],

individually and as Representative of the several Underwriters

By:

Name:
Title:

S- 2

The foregoing Agreement is
hereby confirmed and accepted
as of the date first above written.

[Representative],

individually and as Representative of the several Underwriters

By:

Name:
Title:

S- 3

Schedule A to Underwriting Agreement

Allocation of the Offered Notes

Class A Notes

$ aggregate principal amount

Underwriter	Principal Amount Purchased

	$

Class B Notes

$ aggregate principal amount

Underwriter	Principal Amount Purchased

	$

Class C Notes

$ aggregate principal amount

Underwriter	Principal Amount Purchased

	$

Schedule A

Exhibit 4.8

GE CAPITAL CREDIT CARD MASTER NOTE TRUST,

as Issuer

And

DEUTSCHE BANK TRUST COMPANY AMERICAS,

as Indenture Trustee

Series 20[ ]-[ ] INDENTURE SUPPLEMENT

Dated as of [ ], 20[ ]

Table of Contents

			Page

ARTICLE I	Definitions

SECTION 1.1.		Definitions	1

SECTION 1.2.		Incorporation of Terms	16

ARTICLE II	Creation of the Series 20[ ]-[ ] Notes

SECTION 2.1.		Designation	16

SECTION 2.2.		Transfer Restrictions	17

ARTICLE III	REPRESENTATIONS, WARRANTIES and Covenants

SECTION 3.1.		Representations, Warranties and Covenants with respect to Receivables	17

SECTION 3.2.		[Representations, Warranties and Covenants with respect to Net Swap Receipts]	17

SECTION 3.3.		Representations, Warranties and Covenants with respect to ERISA	18

ARTICLE IV	Rights of Series 20[ ]-[ ] Noteholders and Allocation and Application of Collections

SECTION 4.1.		Determination of Interest and Principal	18

SECTION 4.2.		Establishment of Accounts	20

SECTION 4.3.		Calculations and Series Allocations	20

SECTION 4.4.		Application of Available Finance Charge Collections and Available Principal Collections	23

SECTION 4.5.		Distributions	27

SECTION 4.6.		Investor Charge-Offs	27

SECTION 4.7.		Reallocated Principal Collections	27

SECTION 4.8.		Excess Finance Charge Collections	27

SECTION 4.9.		Shared Principal Collections	28

SECTION 4.10.		Reserve Account	28

SECTION 4.11.		Spread Account	29

SECTION 4.12.		Investment of Accounts	30

SECTION 4.13.		Controlled Accumulation Period	30

SECTION 4.14.		[Determination of LIBOR]	31

SECTION 4.15.		[Swaps]	32

SECTION 4.16.		Deposit of Collections	32

- i -

Table of Contents

(continued)

			Page

ARTICLE V	Delivery of Series 20[ ]-[ ] Notes; Reports to Series 20[ ]-[ ] Noteholders

SECTION 5.1.		Delivery and Payment for the Series 20[ ]-[ ] Notes	33

SECTION 5.2.		Reports and Statements to Series 20[ ]-[ ] Noteholders	33

ARTICLE VI	Series 20[ ]-[ ] Early Amortization Events

SECTION 6.1.		Series 20[ ]-[ ] Early Amortization Events	33

ARTICLE VII	Redemption of Series 20[ ]-[ ] Notes; Final Distributions; Series Termination

SECTION 7.1.		Optional Redemption of Series 20[ ]-[ ] Notes; Final Distributions	35

SECTION 7.2.		Series Termination	36

ARTICLE VIII	Miscellaneous Provisions

SECTION 8.1.		Ratification of Indenture; Amendments	37

SECTION 8.2.		Form of Delivery of the Series 20[ ]-[ ] Notes	37

SECTION 8.3.		Counterparts	37

SECTION 8.4.		GOVERNING LAW	37

SECTION 8.5.		Limitation of Liability	38

SECTION 8.6.		Rights of the Indenture Trustee	38

SECTION 8.7.		Notice Address for Rating Agencies	38

SECTION 8.8.		Compliance with Applicable Anti-Terrorism and Anti-Money Laundering Regulations	39

SECTION 8.9.		Notes to be Treated as Debt for Tax	39

SECTION 8.10.		Deemed Consent	39

EXHIBITS

EXHIBIT A-1	FORM OF CLASS A NOTE
EXHIBIT A-2	FORM OF CLASS B NOTE
EXHIBIT A-3	FORM OF CLASS C NOTE
EXHIBIT B	FORM OF MONTHLY NOTEHOLDER’S STATEMENT
[EXHIBIT C-1]	[FORM OF CLASS A SWAP]
[EXHIBIT C-2]	[FORM OF CLASS B SWAP]
[EXHIBIT C-3]	[FORM OF CLASS C SWAP]

- ii -

Table of Contents

(continued)

		Page

SCHEDULES

SCHEDULE I	PERFECTION REPRESENTATIONS, WARRANTIES AND COVENANTS ( With Respect to RECEIVABLES )
[SCHEDULE II]	[PERFECTION REPRESENTATIONS, WARRANTIES AND COVENANTS ( With Respect to NET SWAP RECEIPTS )]

- iii -

SERIES 20[ ]-[ ] INDENTURE SUPPLEMENT, dated as of [ ], 20[ ] (the “ Indenture Supplement ”), between GE CAPITAL CREDIT CARD MASTER NOTE TRUST, a Delaware statutory trust (herein, the “ Issuer ” or the “ Trust ”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, not in its individual capacity, but solely as indenture trustee (herein, together with its successors as provided in the Master Indenture referred to below, the “ Indenture Trustee ”) under the Master Indenture, dated as of September 25, 2003 (the “ Indenture ”), between the Issuer and the Indenture Trustee, as amended by the Omnibus Amendment No.1 to Securitization Documents, dated as of February 9, 2004, among RFS Holding, L.L.C., RFS Funding Trust, the Issuer, Deutsche Bank Trust Company Delaware, as trustee of RFS Funding Trust, RFS Holding, Inc., and the Indenture Trustee, as further amended by the Second Amendment to Master Indenture, dated as of June 17, 2004, between the Issuer and the Indenture Trustee, as further amended by the Third Amendment to Master Indenture, dated as of August 31, 2006, between the Issuer and the Indenture Trustee, as further amended by the Fourth Amendment to Master Indenture, dated as of June 28, 2007, between the Issuer and the Indenture Trustee, as further amended by the Fifth Amendment to Master Indenture, dated as of May 22, 2008, between the Issuer and the Indenture Trustee, and as further amended by the Sixth Amendment to Master Indenture, dated as of August 7, 2009, between the Issuer and the Indenture Trustee (the Indenture, together with this Indenture Supplement, the “ Agreement ”).

The Principal Terms of this Series are set forth in this Indenture Supplement to the Indenture.

ARTICLE I
Definitions

SECTION 1.1. Definitions .

(a) Capitalized terms used and not otherwise defined herein are used as defined in Section 1.1 of the Indenture. This Indenture Supplement shall be interpreted in accordance with the conventions set forth in Section 1.2 of the Indenture.

(b) Each capitalized term defined herein relates only to Series 20[ ]-[ ] and to no other Series. Whenever used in this Indenture Supplement, the following words and phrases shall have the following meanings:

“ Accumulation Shortfall ” means (a) for the first Payment Date during the Controlled Accumulation Period, zero; and (b) thereafter, for any Payment Date during the Controlled Accumulation Period, the excess, if any, of the Controlled Deposit Amount for the previous Payment Date over the amount deposited into the Principal Accumulation Account pursuant to Section 4.4(c)(i) for the previous Payment Date.

“ Addition Date ” means an “Addition Date” as such term is defined in the Transfer Agreement.

“ Additional Interest ” means, for any Payment Date, Class A Additional Interest, Class B Additional Interest and Class C Additional Interest for such Payment Date.

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

“ Administrator ” means General Electric Capital Corporation, in its capacity as Administrator under the Administration Agreement or any other Person designated as an Administrator under the Administration Agreement.

“ Agreement ” is defined in the preamble .

“ Allocation Percentage ” means, with respect to any date of determination in any Monthly Period, the percentage equivalent of a fraction:

(a) the numerator of which shall be equal to:

(i) for Principal Collections during the Revolving Period and for Finance Charge Collections and Default Amounts at any time, the Collateral Amount at the end of the last day of the prior Monthly Period (or, in the case of the first Monthly Period, on the Closing Date); or

(ii) for Principal Collections during the Early Amortization Period and the Controlled Accumulation Period, the Collateral Amount at the end of the last day of the Revolving Period; provided that on and after the date on which the Principal Accumulation Account Balance equals the Note Principal Balance, the numerator shall equal zero; and

(b) the denominator of which shall be the greater of (x) the Aggregate Principal Receivables determined as of the close of business on the last day of the prior Monthly Period (or, in the case of the first Monthly Period, on the Closing Date) and (y) the sum of the numerators used to calculate the allocation percentages for allocations with respect to Finance Charge Collections, Principal Collections or Default Amounts, as applicable, for all outstanding Series on such date of determination; provided that if one or more Reset Dates occur in a Monthly Period, the denominator determined pursuant to clause (x) of this clause (b) shall be (A) the Aggregate Principal Receivables as of the close of business on the last day of the prior Monthly Period for the period from and including the first day of the current Monthly Period, to but excluding such Reset Date and (B) the Aggregate Principal Receivables as of the close of business on such Reset Date, for the period from and including such Reset Date to the earlier of the last day of such Monthly Period (in which case such period shall include such day) or the next succeeding Reset Date (in which case such period shall not include such succeeding Reset Date); and provided , further , that notwithstanding the preceding proviso, if a Reset Date occurs during any Monthly Period and the Issuer is permitted to make a single monthly deposit to the Collection Account pursuant to Section 8.4 of the Indenture for such Monthly Period, then the denominator determined pursuant to clause (x) of this clause (b) for each day during such Monthly Period shall equal the Average Principal Balance for such Monthly Period.

“ Available Finance Charge Collections ” means, for any Monthly Period, an amount equal to the sum of (a) the Investor Finance Charge Collections for such Monthly Period, (b) the Series

20[ ]-[ ] Excess Finance Charge Collections for such Monthly Period, (c) Principal Accumulation Investment Proceeds, if any, with respect to the related Transfer Date, (d) interest and earnings on funds on deposit in the Reserve Account which will be deposited into the Finance Charge Account on the related Payment Date to be treated as Available Finance Charge Collections pursuant to Section 4.10(a) , and (e) amounts, if any, to be withdrawn from the Reserve Account which will be deposited into the Finance Charge Account on the related Transfer Date to be treated as Available Finance Charge Collections pursuant to Section 4.10(c) [, and (f) any Net Swap Receipts for the related Transfer Date] .

“ Available Principal Collections ” means, for any Monthly Period, an amount equal to the sum of (a) the Investor Principal Collections for such Monthly Period, minus (b) the amount of Reallocated Principal Collections with respect to such Monthly Period which pursuant to Section 4.7 are required to be applied on the related Payment Date, plus (c) the sum of (i) any Shared Principal Collections with respect to other Principal Sharing Series (including any amounts on deposit in the Excess Funding Account that are allocated to Series 20[ ]-[ ] for application as Shared Principal Collections), (ii) the aggregate amount to be treated as Available Principal Collections pursuant to Sections 4.4(a)(vi) , (vii) and (x) , and (iii) during an Early Amortization Event, the amount of Available Finance Charge Collections used to pay principal on the Notes pursuant to Section 4.4(a)(xiii) for the related Payment Date.

“ Available Reserve Account Amount ” means, for any Transfer Date, the lesser of (a) the amount on deposit in the Reserve Account (after taking into account any interest and earnings retained in the Reserve Account pursuant to Section 4.10(a) on such date, but before giving effect to any deposit made or to be made pursuant to Section 4.4(a)(viii) to the Reserve Account on such date) and (b) the Required Reserve Account Amount.

“ Available Spread Account Amount ” means, for any Transfer Date, an amount equal to the lesser of (a) the amount on deposit in the Spread Account (exclusive of Investment Earnings on such date and before giving effect to any deposit to, or withdrawal from, the Spread Account made or to be made with respect to such date) and (b) the Required Spread Account Amount, in each case on such Transfer Date.

“ Average Principal Balance ” means for any Monthly Period in which a Reset Date occurs, the sum of (i) the Aggregate Principal Receivables determined as of the close of business on the last day of the prior Monthly Period, multiplied by a fraction the numerator of which is the number of days from and including the first day of such Monthly Period, to but excluding the related Reset Date, and the denominator of which is the number of days in such Monthly Period, and (ii) for each such Reset Date, the product of the Aggregate Principal Receivables determined as of the close of business on such Reset Date, multiplied by a fraction, the numerator of which is the number of days from and including such Reset Date, to the earlier of the last day of such Monthly Period (in which case such period shall include such date) or the next succeeding Reset Date (in which case such period shall exclude such date), and the denominator of which is the number of days in such Monthly Period.

“ Base Rate ” means, for any Monthly Period, the annualized percentage equivalent of a fraction, the numerator of which is equal to the sum of (a) the Monthly Interest, (b) [the Net Swap Payments, (c)] the amount required to be paid pursuant to Section 4.4(a)(i) and ([c] [d]) the

Noteholder Servicing Fee, each with respect to the related Payment Date, and the denominator of which is the Collateral Amount plus amounts on deposit in the Principal Accumulation Account, each as of the close of business on the last day of such Monthly Period.

“ Benefit Plan ” means (i) an “employee benefit plan” as defined in Section 3(3) of ERISA, that is subject to Title I of ERISA, (ii) a “plan” as defined in Section 4975 of the Code that is subject to Section 4975 of the Code, or (iii) an entity whose underlying assets include plan assets by reason of investment by an employee benefit plan or plan in such entity.

“ Business Day ” means any day that is not a Saturday, a Sunday or a day on which banks are required or permitted to be closed in the State of New York or the State of Connecticut.

“ Class A Additional Interest ” is defined in Section 4.1(a) .

[“ Class A Counterparty ” means [ ] or the counterparty under any interest rate swap with respect to the Class A Notes obtained pursuant to Section 4.15 .]

“ Class A Deficiency Amount ” is defined in Section 4.1(a) .

“ Class A Monthly Interest ” is defined in Section 4.1(a) .

[“ Class A Net Interest Obligation ” means, for any Payment Date: (a) if there are Class A Net Swap Payments due on that Payment Date, the sum of the Class A Net Swap Payments and the Class A Monthly Interest for that Payment Date; (b) if there are Class A Net Swap Receipts due on that Payment Date, the result of the Class A Monthly Interest for that Payment Date, minus the Class A Net Swap Receipts for that Payment Date; and (c) if the Class A Swap has terminated for any reason, the Class A Monthly Interest for that Payment Date.]

[“ Class A Net Swap Payment ” means, with respect to any Payment Date, any net amount payable by the Issuer under the Class A Swap as a result of LIBOR being less than the Class A Swap Rate. For the avoidance of doubt, Class A Net Swap Payments do not include early termination payments or payment of breakage or other miscellaneous costs.]

[“ Class A Net Swap Receipt ” means, with respect to any Payment Date, any net amount payable by the Class A Counterparty as a result of LIBOR being greater than the Class A Swap Rate. For the avoidance of doubt, Class A Net Swap Receipts do not include early termination payments.]

“ Class A Note Initial Principal Balance ” means $[ ].

“ Class A Note Interest Rate ” means a per annum rate of [ ]% [in excess of LIBOR as determined on the LIBOR Determination Date for the applicable Interest Period].

“ Class A Note Principal Balance ” means, on any date of determination, an amount equal to (a) the Class A Note Initial Principal Balance, minus (b) the aggregate amount of principal payments made to the Class A Noteholders on or prior to such date.

“ Class A Noteholder ” means the Person in whose name a Class A Note is registered in the Note Register.

“ Class A Notes ” means any one of the Notes executed by the Issuer and authenticated by or on behalf of the Indenture Trustee, substantially in the form of Exhibit A-1 .

“ Class A Required Amount ” means, for any Payment Date, an amount equal to the excess of the amounts described in Sections 4.4(a)(i) , (ii) and (iii) over Available Finance Charge Collections applied to pay such amount pursuant to Section 4.4(a) .

[“ Class A Swap ” means an interest rate swap agreement with respect to the Class A Notes between the Trust and the Class A Counterparty substantially in the form of Exhibit C-1 to this Indenture Supplement, or such other form as shall have satisfied the Rating Agency Condition.]

[“ Class A Swap Rate ” means [___]% per annum.]

“ Class B Additional Interest ” is defined in Section 4.1(b) .

[“ Class B Counterparty ” means [_____] .or the counterparty under any interest rate swap with respect to the Class B Notes obtained pursuant to Section 4.15.]

“ Class B Deficiency Amount ” is defined in Section 4.1(b) .

“ Class B Monthly Interest ” is defined in Section 4.1(b) .

[“ Class B Net Interest Obligation ” means, for any Payment Date (a) if there are Class B Net Swap Payments due on that Payment Date, the sum of the Class B Net Swap Payments and the Class B Monthly Interest for that Payment Date; (b) if there are Class B Net Swap Receipts due on that Payment Date, the result of the Class B Monthly Interest for that Payment Date, minus the Class B Net Swap Receipts for that Payment Date; and (c) if the Class B Swap has terminated for any reason, the Class B Monthly Interest for that Payment Date.]

[“ Class B Net Swap Payment ” means, with respect to any Payment Date, any net amount payable by the Issuer under the Class B Swap as a result of LIBOR being less than the Class B Swap Rate. For the avoidance of doubt, Class B Net Swap Payments do not include early termination payments or payment of breakage or other miscellaneous costs.]

[“ Class B Net Swap Receipt ” means, with respect to any Payment Date, any net amount payable by the Class B Counterparty as a result of LIBOR being greater than the Class B Swap Rate. For the avoidance of doubt, Class B Net Swap Receipts do not include early termination payments.]

“ Class B Note Initial Principal Balance ” means $[ ].

“ Class B Note Interest Rate ” means a per annum rate of [ ]% [in excess of LIBOR as determined on the LIBOR Determination Date for the applicable Interest Period].

“ Class B Note Principal Balance ” means, on any date of determination, an amount equal to (a) the Class B Note Initial Principal Balance, minus (b) the aggregate amount of principal payments made to the Class B Noteholders on or prior to such date.

“ Class B Noteholder ” means the Person in whose name a Class B Note is registered in the Note Register.

“ Class B Notes ” means any one of the Notes executed by the Issuer and authenticated by or on behalf of the Indenture Trustee, substantially in the form of Exhibit A-2 .

“ Class B Required Amount ” means, for any Payment Date, an amount equal to the excess of the amount described in Section 4.4(a)(iv) over Available Finance Charge Collections applied to pay such amount pursuant to Section 4.4(a) .

[“ Class B Swap ” means an interest rate swap agreement between the Trust and the Class B Counterparty substantially in the form of Exhibit C-2 to this Indenture Supplement, or such other form as shall have satisfied the Rating Agency Condition.]

[“ Class B Swap Rate ” means [___]% per annum.]

“ Class C Additional Interest ” is defined in Section 4.1(c) .

[“ Class C Counterparty ” means [_____] or the counterparty under any interest rate swap with respect to the Class C Notes obtained pursuant to Section 4.15.]

“ Class C Deficiency Amount ” is defined in Section 4.1(c) .

“ Class C Monthly Interest ” is defined in Section 4.1(c) .

[“ Class C Net Interest Obligation ” means, for any Payment Date: (a) if there are Class C Net Swap Payments due on that Payment Date, the sum of the Class C Net Swap Payments and the Class C Monthly Interest for that Payment Date; (b) if there are Class C Net Swap Receipts due on that Payment Date, the result of the Class C Monthly Interest for that Payment Date, minus the Class C Net Swap Receipts for that Payment Date; and (c) if the Class C Swap has terminated for any reason, the Class C Monthly Interest for that Payment Date.]

[“ Class C Net Swap Payment ” means, with respect to any Payment Date, any net amount payable by the Issuer under the Class C Swap as a result of LIBOR being less than the Class C Swap Rate. For the avoidance of doubt, Class C Net Swap Payments do not include early termination payments or payment of breakage or other miscellaneous costs.]

[“ Class C Net Swap Receipt ” means, with respect to any Payment Date, any net amount payable by the Class C Counterparty as a result of LIBOR being greater than the Class C Swap Rate. For the avoidance of doubt, Class C Net Swap Receipts do not include early termination payments.]

“ Class C Note Initial Principal Balance ” means $[ ].

“ Class C Note Interest Rate ” means a per annum rate of [ ]% [in excess of LIBOR as determined on the LIBOR Determination Date for the applicable Interest Period].

“ Class C Note Principal Balance ” means, on any date of determination, an amount equal to (a) the Class C Note Initial Principal Balance, minus (b) the aggregate amount of principal payments made to the Class C Noteholders on or prior to such date.

“ Class C Noteholder ” means the Person in whose name a Class C Note is registered in the Note Register.

“ Class C Notes ” means any one of the Notes executed by the Issuer and authenticated by or on behalf of the Indenture Trustee, substantially in the form of Exhibit A-3 .

“ Class C Required Amount ” means, with respect to any Payment Date, an amount equal to the excess of the amount described in Section 4.4(a)(v) over Available Finance Charge Collections applied to pay such amount pursuant to Section 4.4(a) .

[“ Class C Swap ” means an interest rate swap agreement with respect to the Class C Notes between the Trust and the Class C Counterparty substantially in the form of Exhibit C-3 to this Indenture Supplement, or such other form as shall have satisfied the Rating Agency Condition.]

[“ Class C Swap Rate ” means [___]% per annum.]

“ Closing Date ” means [ ], 20[ ].

“ Code ” means the Internal Revenue Code of 1986, as amended.

“ Collateral Amount ” means, as of any date of determination, an amount equal to the excess of (a) the Initial Collateral Amount, over (b) the sum of (i) the amount of principal previously paid to the Series 20[ ]-[ ] Noteholders (other than any principal payments made from funds on deposit in the Spread Account), (ii) reductions in the Collateral Amount pursuant to Section 4.4(f) , (iii) the Principal Accumulation Account Balance, and (iv) the excess, if any, of the aggregate amount of Investor Charge-Offs and Reallocated Principal Collections over the reimbursements of such amounts pursuant to Section 4.4(a)(vii) prior to such date.

“ Controlled Accumulation Amount ” means, for any Payment Date with respect to the Controlled Accumulation Period, $[ ]; provided , however , that if the Controlled Accumulation Period Length is determined to be less than or more than [ ] months pursuant to Section 4.13 , the Controlled Accumulation Amount for each Payment Date with respect to the Controlled Accumulation Period will be equal to (i) the initial Note Principal Balance divided by (ii) the Controlled Accumulation Period Length; provided , further , that the Controlled Accumulation Amount for any Payment Date shall not exceed the Note Principal Balance minus any amount already on deposit in the Principal Accumulation Account on such Payment Date.

“ Controlled Accumulation Period ” means, unless an Early Amortization Event shall have occurred prior thereto, the period commencing at the opening of business on [ ], 20[ ] or such other date as is determined in accordance with Section 4.13 and ending on the first to occur of (a) the commencement of the Early Amortization Period and (b) the Final Payment Date.

“ Controlled Accumulation Period Length ” is defined in Section 4.13 .

“ Controlled Deposit Amount ” means, for any Payment Date with respect to the Controlled Accumulation Period, an amount equal to the sum of the Controlled Accumulation Amount for such Payment Date and any existing Accumulation Shortfall.

[“ Counterparty ” means the Class A Counterparty, the Class B Counterparty or the Class C Counterparty.]

“ Covered Amount ” means an amount, determined as of each Transfer Date for any Interest Period, equal to the sum of:

(a) product of (i) the [Class A Net Interest Obligation] [Class A Monthly Interest] and (ii) a fraction (A) the numerator of which is equal to the lesser of the Principal Accumulation Account Balance and the Class A Note Principal Balance, each as of the last day of the calendar month preceding such Transfer Date, and (B) the denominator of which is equal to the Class A Note Principal Balance as of the last day of the calendar month preceding such Transfer Date;

(b) product of (i) the [Class B Net Interest Obligation] [Class B Monthly Interest] and (ii) a fraction (A) the numerator of which is equal to the lesser of (x) the excess of the Principal Accumulation Account Balance over the Class A Note Principal Balance as of the last day of the calendar month preceding such Transfer Date and (y) the Class B Note Principal Balance, as of the last day of the calendar month preceding such Transfer Date, and (B) the denominator of which is equal to the Class B Note Principal Balance as of the last day of the calendar month preceding such Transfer Date; and

(c) product of (i) the [Class C Net Interest Obligation] [Class C Monthly Interest] and (ii) a fraction (A) the numerator of which is equal to the lesser of (x) the excess of the Principal Accumulation Account Balance over the sum of the Class A Note Principal Balance and the Class B Note Principal Balance, each as of the last day of the calendar month preceding such Transfer Date and (y) the Class C Note Principal Balance, as of the last day of the calendar month preceding such Transfer Date, and (B) the denominator of which is equal to the Class C Note Principal Balance as of the last day of the calendar month preceding such Transfer Date.

“ Default Amount ” means, as to any Defaulted Account, the amount of Principal Receivables (other than Ineligible Receivables, unless there is an Insolvency Event with respect to the Originator or the Transferor) in such Defaulted Account on the day it became a Defaulted Account.

“ Defaulted Account ” means an Account in which there are Charged-Off Receivables.

[“ Designated Maturity ” means, for any LIBOR Determination Date, one month; provided that LIBOR for the initial Interest Period will be determined by straight-line interpolation (based on the actual number of days in the initial Interest Period) between two rates determined in

accordance with the definition of LIBOR, one of which will be determined for a Designated Maturity of one month and the other of which will be determined for a Designated Maturity of [__] months.]

“ Dilution ” means any downward adjustment made by Servicer in the amount of any Transferred Receivable (a) because of a rebate, refund or billing error to an accountholder, (b) because such Transferred Receivable was created in respect of merchandise which was refused or returned by an accountholder or (c) for any other reason other than receiving Collections therefor or charging off such amount as uncollectible.

“ Distribution Account ” means the account designated as such, established and owned by the Issuer and maintained in accordance with Section 4.2 .

“ Early Amortization Period ” means the period commencing on the date on which a Trust Early Amortization Event or a Series 20[ ]-[ ] Early Amortization Event is deemed to occur and ending on the Final Payment Date.

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

“ Excess Collateral Amount ” means, at any time, the excess of (a) the sum of (i) the Collateral Amount, and (ii) the Principal Accumulation Account Balance, over (b) the Note Principal Balance.

“ Excess Spread Percentage ” means, for any Monthly Period, a percentage equal to (a) the Portfolio Yield for such Monthly Period, minus (b) the Base Rate for such Monthly Period.

“ Expected Principal Payment Date ” means the [ ] 20[ ] Payment Date.

“ Final Payment Date ” means the earliest to occur of (a) the date on which the Note Principal Balance is paid in full, (b) the date on which the Collateral Amount is reduced to zero and (c) the Series Maturity Date.

“ Finance Charge Account ” means the account designated as such, established and owned by the Issuer and maintained in accordance with Section 4.2 .

“ Finance Charge Shortfall ” is defined in Section 4.8 .

“ Group One ” means Series 20[ ]-[ ] and each other outstanding Series previously or hereafter specified in the related Indenture Supplement to be included in Group One.

“ Indenture ” is defined in the preamble .

“ Indenture Trustee ” is defined in the preamble .

“ Initial Collateral Amount ” means $[ ], which equals the sum of (i) the Class A Note Initial Principal Balance, (ii) the Class B Note Initial Principal Balance, (iii) the Class C Note Initial Principal Balance and (iv) the Initial Excess Collateral Amount.

“ Initial Excess Collateral Amount ” means $[ ].

“ Interest Period ” means, for any Payment Date, the period from and including the Payment Date immediately preceding such Payment Date (or, in the case of the first Payment Date, from and including the Closing Date) to but excluding such Payment Date.

“ Investment Earnings ” means, for any Payment Date, all interest and earnings on Permitted Investments included in the Spread Account (net of losses and investment expenses) during the period commencing on and including the Payment Date immediately preceding such Payment Date and ending on but excluding such Payment Date.

“ Investor Charge-Offs ” is defined in Section 4.6 .

“ Investor Default Amount ” means, for any Monthly Period, the sum for all Accounts that became Defaulted Accounts during such Monthly Period, of the following amount: the product of (a) the Default Amount with respect to each such Defaulted Account and (b) the Allocation Percentage on the day such Account became a Defaulted Account.

“ Investor Finance Charge Collections ” means, for any Monthly Period, an amount equal to the aggregate amount of Finance Charge Collections retained or deposited in the Finance Charge Account for Series 20[ ]-[ ] pursuant to Section 4.3(b)(i) for such Monthly Period.

“ Investor Principal Collections ” means, for any Monthly Period, an amount equal to the aggregate amount of Principal Collections retained or deposited in the Principal Account for Series 20[ ]-[ ] pursuant to Section 4.3(b)(ii) for such Monthly Period.

“ Investor Uncovered Dilution Amount ” means, for any Monthly Period, an amount equal to the product of (a) the Series Allocation Percentage for such Monthly Period (determined on a weighted average basis, if a Reset Date occurs during that Monthly Period), and (b) the aggregate Dilutions occurring during such Monthly Period as to which any deposit is required to be made hereunder but has not been made, provided that, if the Free Equity Amount is greater than zero at the time the deposit referred to in clause (b) is required to be made, the Investor Uncovered Dilution Amount shall be deemed to be zero.

“ Issuer ” is defined in the preamble .

[“ LIBOR ” means, for any Interest Period, the London interbank offered rate the period of the Designated Maturity for United States dollar deposits determined by the Indenture Trustee for each Interest Period in accordance with the provisions of Section 4.14 .]

[“ LIBOR Determination Date ” means (i) [ ], 20[ ] for the period from and including the Closing Date through and including [ ], 20[ ] and (ii) the second London Business Day prior to the commencement of the second and each subsequent Interest Period.]

[“ London Business Day ” means any day on which dealings in deposits in United States dollars are transacted in the London interbank market.]

“ Minimum Free Equity Percentage ” means, for purposes of Series 20[ ]-[ ], [ ]%.

“ Monthly Interest ” means, for any Payment Date, the sum of the Class A Monthly Interest, the Class B Monthly Interest and the Class C Monthly Interest for such Payment Date.

“ Monthly Period ” means, as to the [ ] 20[ ] Payment Date, the period beginning on the Closing Date and ending on [ ], 20[ ], and as to each Payment Date thereafter, the period beginning on the 22 ^nd day of the second preceding calendar month and ending on the 21 ^st day of the immediately preceding calendar month.

“ Monthly Principal ” is defined in Section 4.1(d) .

“ Monthly Principal Reallocation Amount ” means, for any Monthly Period, an amount equal to the sum of:

(a) the lesser of (i) the Class A Required Amount and (ii) [ ]% of the Initial Collateral Amount minus the sum of (x) the amount of unreimbursed Investor Charge-Offs (after giving effect to Investor Charge-Offs for the related Monthly Period) and unreimbursed Reallocated Principal Collections (as of the previous Payment Date) and (y) any reductions to the Collateral Amount pursuant to Section 4.4(f) , but not less than zero;

(b) the lesser of (i) the Class B Required Amount and (ii) [ ]% of the Initial Collateral Amount minus the sum of (x) the amount of unreimbursed Investor Charge-Offs (after giving effect to Investor Charge-Offs for the related Monthly Period) and unreimbursed Reallocated Principal Collections (as of the previous Payment Date and as required in clause (a) above) and (y) any reductions to the Collateral Amount pursuant to Section 4.4(f) , but not less than zero; and

(c) the lesser of (i) the Class C Required Amount and (ii) [ ]% of the Initial Collateral Amount minus the sum of (x) the amount of unreimbursed Investor Charge-Offs after giving effect to Investor Charge-Offs for the related Monthly Period) and unreimbursed Reallocated Principal Collections (as of the previous Payment Date and as required in clauses (a) and (b) above) and (y) any reduction to the Collateral Amount pursuant to Section 4.4(f) , but not less than zero.

[“ Net Interest Obligation ” means, for any Payment Date, the sum of the Class A Net Interest Obligation, the Class B Net Interest Obligation and the Class C Net Interest Obligation for such Payment Date.]

[“ Net Swap Payments ” means, for any Payment Date, collectively, the Class A Net Swap Payment, the Class B Net Swap Payment and the Class C Net Swap Payment for such Payment Date.]

[“ Net Swap Receipts ” means, for any Payment Date, collectively, the Class A Net Swap Receipt, the Class B Net Swap Receipt and the Class C Net Swap Receipt for such Payment Date.]

“ Note Principal Balance ” means, on any date of determination, an amount equal to the sum of the Class A Note Principal Balance, the Class B Note Principal Balance and the Class C Note Principal Balance.

“ Noteholder Servicing Fee ” means, for any Transfer Date, an amount equal to one-twelfth of the product of (a) the Series Servicing Fee Percentage and (b) the Collateral Amount as of the last day of the Monthly Period preceding such Transfer Date; provided , however , that with respect to the first Transfer Date, the Noteholder Servicing Fee shall be calculated based on the Collateral Amount as of the Closing Date and shall be pro rated for the number of days in the first Monthly Period.

“ Payment Date ” means [ ], 20[ ] and the 15 ^th day of each calendar month thereafter, or if such 15 ^th day is not a Business Day, the next succeeding Business Day.

“ Percentage Allocation ” is defined in Section 4.3(b)(ii)(y) .

“ Portfolio Yield ” means, for any Monthly Period, the annualized percentage equivalent of a fraction, (a) the numerator of which is equal to the excess of (i) the Available Finance Charge Collections (excluding any Excess Finance Charge Collections), over (ii) the Investor Default Amount and the Investor Uncovered Dilution Amount for such Monthly Period and (b) the denominator of which is the Collateral Amount plus amounts on deposit in the Principal Accumulation Account, each as of the close of business on the last day of such Monthly Period.

“ Principal Account ” means the account designated as such, established and owned by the Issuer and maintained in accordance with Section 4.2 .

“ Principal Accumulation Account ” means the account designated as such, established and owned by the Issuer and maintained in accordance with Section 4.2 .

“ Principal Accumulation Account Balance ” means, for any date of determination, the principal amount, if any, on deposit in the Principal Accumulation Account on such date of determination.

“ Principal Accumulation Investment Proceeds ” means, with respect to each Transfer Date, the investment earnings on funds in the Principal Accumulation Account (net of investment expenses and losses) for the period from and including the immediately preceding Transfer Date to but excluding such Transfer Date.

“ Principal Shortfall ” is defined in Section 4.9 .

“ Quarterly Excess Spread Percentage ” means (a) with respect to the [ ] 20[ ] Payment Date, the Excess Spread Percentage for the Monthly Period relating to such Payment Date, (b) with respect to the [ ] 20[ ] Payment Date, the percentage equivalent of a fraction the numerator of which is the sum of (i) the Excess Spread Percentage for the Monthly Period relating to the [ ] 20[ ] Payment Date and (ii) the Excess Spread Percentage for the Monthly Period relating to the [ ] 20[ ] Payment Date and the denominator of which is two, and (c) with respect to the [ ] 20[ ] Payment Date and each Payment Date thereafter, the percentage equivalent of a fraction the numerator of which is the sum of the Excess Spread Percentages

determined with respect to the Monthly Periods relating to such Payment Date and the immediately preceding two Payment Dates and the denominator of which is three.

“ Rating Agency ” means, as of any date and with respect to any Class of the Series 20[ ]-[ ] Notes, the nationally recognized statistical rating organizations that have been requested by the Transferor to provide ratings of such class and that are rating the Series 20[ ]-[ ] Notes on such date.

“ Rating Agency Condition ” means, with respect to Series 20[ ]-[ ] and any action, 10 days’ prior written notice (or, if 10 days’ advance notice is impracticable, as much advance notice as is practicable) delivered electronically to [ ] to each applicable Rating Agency as provided in Section 8.7 .

“ Reallocated Principal Collections ” is defined in Section 4.7 .

“ Reassignment Amount ” means, with respect to Series 20[ ]-[ ], the Redemption Amount.

“ Redemption Amount ” means, for any Transfer Date, after giving effect to any deposits and payments otherwise to be made on the related Payment Date, the sum of (i) the Note Principal Balance on such Payment Date, (ii) Monthly Interest for the related Payment Date and any Monthly Interest previously due but not distributed to the Series 20[ ]-[ ] Noteholders and (iii) the amount of Additional Interest, if any, for such Payment Date and any Additional Interest previously due but not distributed to the Series 20[ ]-[ ] Noteholders on a prior Payment Date [and (iv) any amounts owing to any Counterparty pursuant to the terms of the Class A Swap, Class B Swap or Class C Swap].

“ Reference Banks ” means four major banks in the London interbank market selected by the Servicer.

“ Removal Date ” means a “Removal Date” as such term is defined in the Transfer Agreement.

“ Required Excess Collateral Amount ” means, at any time, [ ]% of the Collateral Amount; provided that:

(a) except as provided in clause (c) , the Required Excess Collateral Amount shall never be less than [ ]% of the Initial Collateral Amount;

(b) except as provided in clause (c) , the Required Excess Collateral Amount shall not decrease during an Early Amortization Period; and

(c) the Required Excess Collateral Amount shall never be greater than the excess of the Note Principal Balance over the balance on deposit in the Principal Accumulation Account.

“ Required Reserve Account Amount ” means, for any Transfer Date on or after the Reserve Account Funding Date, an amount equal to (a) [ ]% of the Note Principal Balance or (b)

any other amount designated by the Issuer; provided , however , that if such designation is of a lesser amount, the Issuer shall (i) provide the Indenture Trustee with evidence that the Rating Agency Condition shall have been satisfied and (ii) deliver to the Indenture Trustee a certificate of an Authorized Officer to the effect that, based on the facts known to such officer at such time, in the reasonable belief of the Issuer, such designation will not cause an Early Amortization Event or an event that, after the giving of notice or the lapse of time, would cause an Early Amortization Event to occur with respect to Series 20[ ]-[ ].

“ Required Spread Account Amount ” means, for the [ ] 20[ ] Payment Date, zero, and for any Payment Date thereafter, the product of (i) the Spread Account Percentage in effect on such date and (ii) during (x) the Revolving Period, the Collateral Amount, and (y) during the Controlled Accumulation Period or the Early Amortization Period, the Collateral Amount as of the last day of the Revolving Period; provided that, prior to the occurrence of an Event of Default and acceleration of the Series 20[ ]-[ ] Notes, the Required Spread Account Amount will never exceed the Class C Note Principal Balance (after taking into account any payments to be made on such Payment Date).

“ Reserve Account ” means the account designated as such, established and owned by the Issuer and maintained in accordance with Section 4.2 .

“ Reserve Account Funding Date ” means the Payment Date selected by the Servicer on behalf of the Issuer which occurs not later than the earliest of the Payment Date with respect to the Monthly Period which commences [ ] months prior to the commencement of the Controlled Accumulation Period (which commencement shall be subject to postponement pursuant to Section 4.13 ); provided , however , that if the Rating Agency Condition is satisfied, the Issuer may postpone the Reserve Account Funding Date.

“ Reserve Account Surplus ” means, as of any Transfer Date following the Reserve Account Funding Date, the amount, if any, by which the amount on deposit in the Reserve Account exceeds the Required Reserve Account Amount.

“ Reserve Draw Amount ” means, with respect to each Transfer Date relating to the Controlled Accumulation Period or the first Transfer Date relating to the Early Amortization Period, the amount, if any, by which the Principal Accumulation Investment Proceeds for such Payment Date are less than the Covered Amount determined as of such Transfer Date.

“ Reset Date ” means:

(a) each Addition Date;

(b) each Removal Date on which, if any Series of Notes has been paid in full, Principal Receivables for that Series are removed from the Trust;

(d) each date on which a new Series or Class of Notes is issued.

“ Revolving Period ” means the period beginning on the Closing Date and ending at the close of business on the day immediately preceding the earlier of the day the Controlled Accumulation Period commences or the day the Early Amortization Period commences.

“ Series Accounts ” means, collectively, the Finance Charge Account, the Principal Account, the Principal Accumulation Account, the Distribution Account, the Reserve Account and the Spread Account.

“ Series Allocation Percentage ” means, with respect to any Monthly Period, the percentage equivalent of a fraction, the numerator of which is the numerator used in determining the Allocation Percentage for Finance Charge Collections for that Monthly Period and the denominator of which is the sum of the numerators used in determining the Allocation Percentage for Finance Charge Collections for all outstanding Series on such date of determination; provided that if one or more Reset Dates occur in a Monthly Period, the Series Allocation Percentage for the portion of the Monthly Period falling on and after each such Reset Date and prior to any subsequent Reset Date will be determined using a denominator which is equal to the sum of the numerators used in determining the Allocation Percentage for Finance Charge Collections for all outstanding Series as of the close of business on the subject Reset Date.

“ Series Maturity Date ” means, with respect to Series 20[ ]-[ ], the [ ] Payment Date.

“ Series Servicing Fee Percentage ” means [ ]% per annum .

“ Series 20[ ]-[ ] ” means the Series of Notes the terms of which are specified in this Indenture Supplement.

“ Series 20[ ]-[ ] Early Amortization Event ” is defined in Section 6.1 .

“ Series 20[ ]-[ ] Excess Finance Charge Collections ” means Excess Finance Charge Collections allocated from other Series in Group One to Series 20[ ]-[ ] pursuant to Section 8.6 of the Indenture.

“ Series 20[ ]-[ ] Note ” means a Class A Note, a Class B Note or a Class C Note.

“ Series 20[ ]-[ ] Noteholder ” means a Class A Noteholder, a Class B Noteholder or a Class C Noteholder.

“ Similar Law ” means any applicable law that is substantially similar to the fiduciary responsibility provisions of ERISA or Section 4975 of the Code.

“ Spread Account ” means the account designated as such, established and owned by the Issuer and maintained in accordance with Section 4.2 .

“ Spread Account Deficiency ” means the excess, if any, of the Required Spread Account Amount over the Available Spread Account Amount.

“ Spread Account Percentage ” means, (i) [ ]% if the Quarterly Excess Spread Percentage on such Payment Date is greater than or equal to [ ]%, (ii) [ ]% if the Quarterly Excess Spread Percentage on such Payment Date is less than [ ]% and greater than or equal to [ ]%, (iii) [ ]% if the Quarterly Excess Spread Percentage on such Payment Date is less than [ ]% and greater than or equal [ ]%, (iv) [ ]% if the Quarterly Excess Spread Percentage on such Payment Date is less than [ ]% and greater than or equal to [ ]%, (v) [ ]% if the Quarterly Excess Spread Percentage on such Payment Date is less than [ ]% and greater than or equal to [ ]%, (vi) [ ]% if the Quarterly Excess Spread Percentage on such Payment Date is less than [ ]% and greater than or equal to [ ]%, (vii) [ ]% if the Quarterly Excess Spread Percentage on such Payment Date is less than [ ]% and greater than or equal to [ ]%, (viii) [ ]% if the Quarterly Excess Spread Percentage on such Payment Date is less than [ ]% and greater than or equal to [ ]% and (ix) [ ]% if the Quarterly Excess Spread Percentage on such Payment Date is less than [ ]%.

“ Surplus Collateral Amount ” means, with respect to any Payment Date, the excess, if any, of the Excess Collateral Amount over the Required Excess Collateral Amount, in each case calculated after giving effect to any deposits into the Principal Accumulation Account and payments of principal on such Payment Date, but before giving effect to any reduction in the Collateral Amount on such Payment Date pursuant to Section 4.4(f) .

“ Target Amount ” is defined in Section 4.3(b)(i) .

“ Trust ” is defined in the preamble .

SECTION 1.2. Incorporation of Terms . The terms of the Indenture are incorporated in this Supplement as if set forth in full herein. As supplemented by this Supplement, the Indenture is in all respects ratified and confirmed and both together shall be read, taken and construed as one and the same agreement. If the terms of this Supplement and the terms of the Indenture conflict, the terms of this Supplement shall control with respect to the Series 20[ ]-[ ].

ARTICLE II
Creation of the Series 20[ ]-[ ] Notes

SECTION 2.1. Designation .

(a) There is hereby created and designated a Series of Notes to be issued pursuant to the Indenture and this Indenture Supplement to be known as “ GE Capital Credit Card Master Note Trust, Series 20[ ]-[ ] ” or the “ Series 20[ ]-[ ] Notes .” The Series 20[ ]-[ ] Notes shall be issued in three Classes, known as the “ Class A Series 20[ ]-[ ] [ %] [Floating Rate] Asset Backed Notes , ” the “ Class B Series 20[ ]-[ ] [ %] [Floating Rate] Asset Backed Notes ” and the “ Class C Series 20[ ]-[ ] [ %] [Floating Rate] Asset Backed Notes .”

(b) Series 20[ ]-[ ] shall be included in Group One and shall be a Principal Sharing Series. Series 20[ ]-[ ] shall be an Excess Allocation Series with respect to Group One only. Series 20[ ]-[ ] shall not be subordinated to any other Series.

(c) The Series 20[ ]-[ ] Class A Notes shall be issued in minimum denominations of $[ ] and in integral multiples of $[ ]. The Series 20[ ]-[ ] Class B Notes and

Class C Notes shall be issued in minimum denominations of $[ ] and in integral multiples of $[ ].

SECTION 2.2. Transfer Restrictions . Each Class A Note, Class B Note and Class C Note will bear a legend to the effect of the following unless determined otherwise by the Administrator (as certified to the Indenture Trustee in an Officer’s Certificate) consistent with applicable law:

THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE OF THIS NOTE, AND EACH HOLDER OF A BENEFICIAL INTEREST THEREIN, SHALL BE DEEMED TO REPRESENT AND WARRANT THAT EITHER (I) SUCH HOLDER IS NOT (AND FOR SO LONG AS IT HOLDS SUCH NOTE WILL NOT BE), IS NOT ACTING ON BEHALF OF (AND FOR SO LONG AS IT HOLDS SUCH NOTE WILL NOT BE ACTING ON BEHALF OF), AND IS NOT INVESTING THE ASSETS OF (A) AN "EMPLOYEE BENEFIT PLAN" (AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA")) THAT IS SUBJECT TO TITLE I OF ERISA, (B) A "PLAN" (AS DEFINED IN SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE")) THAT IS SUBJECT TO SECTION 4975 OF THE CODE , (C) AN ENTITY WHOSE UNDERLYING ASSETS ARE DEEMED TO BE PLAN ASSETS OF A PLAN DESCRIBED IN (A) OR (B) ABOVE (EACH, A “BENEFIT PLAN”) OR (D) A GOVERNMENTAL PLAN, CHURCH PLAN OR NON-U.S. PLAN THAT IS SUBJECT TO ANY APPLICABLE LAW THAT IS SUBSTANTIALLY SIMILAR TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) OR (II) ITS ACQUISITION, CONTINUED HOLDING AND DISPOSITION OF THIS NOTE WILL NOT RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION OF ANY SIMILAR LAW. BENEFIT PLANS MAY NOT ACQUIRE THIS NOTE AT ANY TIME THAT THIS NOTE DOES NOT HAVE A CURRENT INVESTMENT GRADE RATING FROM A NATIONALLY RECOGNIZED STATISTICAL RATING ORGANIZATION.

ARTICLE III
REPRESENTATIONS, WARRANTIES and Covenants

SECTION 3.1. Representations, Warranties and Covenants with respect to Receivables . The parties hereto agree that the representations, warranties and covenants set forth in Schedule I shall be a part of this Indenture Supplement for all purposes.

SECTION 3.2. [Representations, Warranties and Covenants with respect to Net Swap Receipts] . [The parties hereto agree that the representations, warranties and covenants set forth in Schedule II shall be a part of this Indenture Supplement for all purposes.]

SECTION 3.3. Representations, Warranties and Covenants with respect to ERISA . By acquiring a Series 20[ ]-[ ] Note (or interest therein), each purchaser and transferee shall be deemed to represent and warrant that either (i) it is not (and for so long as it holds such Series 20[ ]-[ ] Note will not be), is not acting on behalf of (and for so long as it holds such Series 20[ ]-[ ] Note will not be acting on behalf of), and is not investing the assets of a Benefit Plan or a governmental plan, church plan or non-U.S. plan that is subject to any Similar Law or (ii) its acquisition, continued holding and disposition of such Series 20[ ]-[ ] Note will not result in a non-exempt prohibited transaction under ERISA or Section 4975 of the Code or a violation of any Similar Law. Benefit plans may not acquire the Series 20[ ]-[ ] Notes at any time that the Series 20[ ]-[ ] Notes do not have a current investment grade rating from a nationally recognized statistical rating organizations.

ARTICLE IV
Rights of Series 20[ ]-[ ] Noteholders and Allocation and Application of Collections

SECTION 4.1. Determination of Interest and Principal .

(a) The amount of monthly interest (“ Class A Monthly Interest ”) due and payable with respect to the Class A Notes on any Payment Date shall be an amount equal to the product of (i) a fraction, the numerator of which is [the actual number of days in the related Interest Period] [30] and the denominator of which is 360, (ii) the Class A Note Interest Rate in effect with respect to the related Interest Period and (iii) the Class A Note Principal Balance as of the close of business on the last day of the preceding Monthly Period (or, with respect to the initial Payment Date, the Class A Note Initial Principal Balance); provided that the Class A Monthly Interest for the [ ] 20[ ] Payment Date shall equal $[ ].

With respect to each Payment Date, the Issuer shall determine the excess, if any (the “ Class A Deficiency Amount ”), of (x) the aggregate amount of Class A Monthly Interest payable pursuant to this Section 4.1(a) as of the prior Payment Date over (y) the amount of Class A Monthly Interest actually paid on such Payment Date. If the Class A Deficiency Amount for any Payment Date is greater than zero, on each subsequent Payment Date until such Class A Deficiency Amount is fully paid, an additional amount (“ Class A Additional Interest ”) equal to the product of (i) a fraction, the numerator of which is [the actual number of days in the related Interest Period] [30] and the denominator of which is 360, (ii) the Class A Note Interest Rate in effect with respect to the related Interest Period plus [ ]% per annum and (iii) such Class A Deficiency Amount (or the portion thereof which has not been paid to the Class A Noteholders) shall be payable as provided herein with respect to the Class A Notes. Notwithstanding anything to the contrary herein, Class A Additional Interest shall be payable or distributed to the Class A Noteholders only to the extent permitted by applicable law.

(b) The amount of monthly interest (“ Class B Monthly Interest ”) due and payable with respect to the Class B Notes on any Payment Date shall be an amount equal to the product of (i) a fraction, the numerator of which is [the actual number of days in the related Interest Period] [30] and the denominator of which is 360, (ii) the Class B Note Interest Rate in effect with respect to the related Interest Periodand (iii) the Class B Note Principal Balance as of the close of business on the last day of the preceding Monthly Period (or, with respect to the initial

Payment Date, the Class B Note Initial Principal Balance); provided that the Class B Monthly Interest for the [ ] 20[ ] Payment Date shall equal $[ ].

With respect to each Payment Date, the Issuer shall determine the excess, if any (the “ Class B Deficiency Amount ”), of (x) the aggregate amount of Class B Monthly Interest payable pursuant to this Section 4.1(b) as of the prior Payment Date over (y) the amount of Class B Monthly Interest actually paid on such Payment Date. If the Class B Deficiency Amount for any Payment Date is greater than zero, on each subsequent Payment Date until such Class B Deficiency Amount is fully paid, an additional amount (“ Class B Additional Interest ”) equal to the product of (i) a fraction, the numerator of which is [the actual number of days in the related Interest Period] [30] and the denominator of which is 360, (ii) the Class B Note Interest Rate in effect with respect to the related Interest Period plus 2% per annum and (iii) such Class B Deficiency Amount (or the portion thereof which has not been paid to the Class B Noteholders) shall be payable as provided herein with respect to the Class B Notes. Notwithstanding anything to the contrary herein, Class B Additional Interest shall be payable or distributed to the Class B Noteholders only to the extent permitted by applicable law.

(c) The amount of monthly interest (“ Class C Monthly Interest ”) due and payable with respect to the Class C Notes on any Payment Date shall be an amount equal to the product of (i) a fraction, the numerator of which is [the actual number of days in the related Interest Period] [30] and the denominator of which is 360, (ii) the Class C Note Interest Rate in effect with respect to the related Interest Period and (iii) the Class C Note Principal Balance as of the close of business on the last day of the preceding Monthly Period (or, with respect to the initial Payment Date, the Class C Note Initial Principal Balance); provided that the Class C Monthly Interest for the [ ] 20[ ] Payment Date shall equal $[ ].

(d) With respect to each Payment Date, the Issuer shall determine the excess, if any (the “ Class C Deficiency Amount ”), of (x) the aggregate amount of Class C Monthly Interest payable pursuant to this Section 4.1(c) as of the prior Payment Date over (y) the amount of Class C Monthly Interest actually paid on such Payment Date. If the Class C Deficiency Amount for any Payment Date is greater than zero, on each subsequent Payment Date until such Class C Deficiency Amount is fully paid, an additional amount (“ Class C Additional Interest ”) equal to the product of (i) a fraction, the numerator of which is [the actual number of days in the related Interest Period] [30] and the denominator of which is 360, (ii) the Class C Note Interest Rate in effect with respect to the related Interest Period plus 2% per annum and (iii) such Class C Deficiency Amount (or the portion thereof which has not been paid to the Class C Noteholders) shall be payable as provided herein with respect to the Class C Notes. Notwithstanding anything to the contrary herein, Class C Additional Interest shall be payable or distributed to the Class C Noteholders only to the extent permitted by applicable law.

(e) The amount of monthly principal to be transferred from the Principal Account with respect to the Notes on each Payment Date (the “ Monthly Principal ”), beginning with the Payment Date in the Monthly Period following the Monthly Period in which the Controlled Accumulation Period or, if earlier, the Early Amortization Period, begins, shall be equal to the least of (i) the Available Principal Collections on deposit in the Principal Account with respect to the related Monthly Period, (ii) for each Payment Date with respect to the Controlled Accumulation Period, the Controlled Deposit Amount for such Payment Date, (iii) the Collateral

Amount (after taking into account any adjustments to be made on such Payment Date pursuant to Sections 4.6 and 4.7 ) prior to any deposit into the Principal Accumulation Account on such Payment Date, and (iv) the Note Principal Balance, minus any amount already on deposit in the Principal Accumulation Account on such Payment Date.

SECTION 4.2. Establishment of Accounts .

(a) As of the Closing Date, the Issuer covenants to have established and shall thereafter maintain the Finance Charge Account, the Principal Account, the Principal Accumulation Account, the Distribution Account, the Reserve Account and the Spread Account, each of which shall be an Eligible Deposit Account.

(b) If the depositary institution wishes to resign as depositary of any of the Series Accounts for any reason or fails to carry out the instructions of the Issuer for any reason, then the Issuer shall promptly notify the Indenture Trustee on behalf of the Noteholders.

(c) On or before the Closing Date, the Issuer shall enter into a depositary agreement to govern the Series Accounts pursuant to which such accounts are continuously identified in the depositary institution’s books and records as subject to a security interest in favor of the Indenture Trustee on behalf of the Noteholders and, except as may be expressly provided herein to the contrary, in order to perfect the security interest of the Indenture Trustee on behalf of the Noteholders under the UCC, the Indenture Trustee on behalf of the Noteholders shall have the power to direct disposition of the funds in the Series Accounts without further consent by the Issuer; provided however , that prior to the delivery by the Indenture Trustee on behalf of the Noteholders of notice otherwise, the Issuer shall have the right to direct the disposition of funds in the Series Accounts; provided further that the Indenture Trustee on behalf of the Noteholders agrees that it will not deliver such notice or exercise its power to direct disposition of the funds in the Series Accounts unless an Event of Default has occurred and is continuing.

(d) The Issuer shall not close any of the Series Accounts unless it shall have (i) received the prior consent of the Indenture Trustee on behalf of the Noteholders, (ii) established a new Eligible Deposit Account with the depositary institution or with a new depositary institution satisfactory to the Indenture Trustee on behalf of the Noteholders, (iii) entered into a depositary agreement to govern such new account(s) with such new depositary institution which agreement is satisfactory in all respects to the Indenture Trustee on behalf of the Noteholders (whereupon such new account(s) shall become the applicable Series Account(s) for all purposes of this Indenture Supplement), and (iv) taken all such action as the Indenture Trustee on behalf of the Noteholders shall reasonably require to grant and perfect a first priority security interest in such account(s) under this Indenture Supplement.

SECTION 4.3. Calculations and Series Allocations .

(a) Allocations . Finance Charge Collections, Principal Collections and Charged-Off Receivables allocated to Series 20[ ]-[ ] pursuant to Article VIII of the Indenture shall be allocated and distributed as set forth in this Article. Notwithstanding anything to the contrary in Section 4.3(b) , during any period when the Issuer is permitted by Section 8.4 of the Indenture to make a single monthly deposit to the Collection Account, amounts allocated to the Noteholders

pursuant to Section 4.3(b) with respect to any Monthly Period need not be deposited into the Collection Account or any Series Account prior to the related Payment Date, and, when so deposited, (x) may be deposited net of any amounts required to be distributed to Transferor and, if GE Capital or an Affiliate thereof is Servicer, any amounts owed to the Servicer, and (y) shall be deposited into the Finance Charge Account (in the case of Collections of Finance Charge Receivables) and the Principal Account (in the case of Collections of Principal Receivables (not including any Shared Principal Collections allocated to Series 20[ ]-[ ] pursuant to Section 8.5 of the Indenture)).

(b) Allocations to the Series 20[ ]-[ ] Noteholders . The Issuer shall on each Date of Processing, allocate to the Series 20[ ]-[ ] Noteholders the following amounts as set forth below:

(i) Allocations of Finance Charge Collections . The Issuer shall allocate to the Series 20[ ]-[ ] Noteholders an amount equal to the product of (A) the Allocation Percentage and (B) the aggregate Finance Charge Collections processed on such Date of Processing and, subject to Section 4.15 , shall deposit such amount into the Finance Charge Account; provided that, with respect to each Monthly Period falling in the Revolving Period (and with respect to that portion of each Monthly Period in the Controlled Accumulation Period falling on or after the day on which Collections of Principal Receivables equal to the related Controlled Deposit Amount have been allocated pursuant to Section 4.3(b)(ii) and deposited pursuant to Section 4.3(a) ), Collections of Finance Charge Receivables shall be transferred into the Finance Charge Account only until such time as the aggregate amount so deposited equals the sum (the “ Target Amount ”) of (A) the fees payable to the Indenture Trustee, the Trustee and the Administrator on the related Payment Date, (B) the [Net Interest Obligation] [Monthly Interest] on the related Payment Date, (C) if GE Capital or an Affiliate thereof is not the Servicer, the Noteholder Servicing Fee (and if the Originator is the Servicer, then the Issuer covenants to pay directly to the Servicer as payment of the Noteholder Servicing Fee amounts that otherwise would have been transferred into the Finance Charge Account pursuant to this clause (C) ) , and (D) any amount required to be deposited in the Reserve Account and the Spread Account on the related Payment Date; provided further , that, notwithstanding the preceding proviso, if on any Business Day the Issuer determines that the Target Amount for a Monthly Period exceeds the Target Amount for that Monthly Period as previously calculated by Issuer, then (x) Issuer shall (on the same Business Day) inform Transferor of such determination, and (y) within two Business Days thereafter cause Transferor to deposit into the Finance Charge Account funds in an amount equal to the amount of Collections of Finance Charge Receivables allocated to the Noteholders for that Monthly Period but not deposited into the Finance Charge Account due to the operation of the preceding proviso (but not in excess of the amount required so that the aggregate amount deposited for the subject Monthly Period equals the Target Amount); and provided , further , that if on any Transfer Date the Free Equity Amount is less than the Minimum Free Equity Amount after giving effect to all transfers and deposits on that Transfer Date, the Issuer shall cause Transferor, on that Transfer Date, to deposit into the Principal Account funds in an amount equal to the amounts of Available Finance Charge Collections that are required to be treated as Available Principal Collections pursuant to Section 4.4(a)(vi) and (vii) but are not available from

funds in the Finance Charge Account as a result of the operation of the second preceding proviso.

With respect to any Monthly Period when deposits of Collections of Finance Charge Receivables into the Finance Charge Account are limited to deposits up to the Target Amount in accordance with clause (i) above, notwithstanding such limitation: (1) “ Reallocated Principal Collections ” for the related Transfer Date shall be calculated as if the full amount of Finance Charge Collections allocated to the Series 20[ ]-[ ] Noteholders during that Monthly Period had been deposited in the Finance Charge Account and applied on the related Payment Date in accordance with Section 4.4(a) ; and (2) Collections of Finance Charge Receivables released to Transferor pursuant to clause (i) above shall be deemed, for purposes of all calculations under this Indenture Supplement, to have been applied to the items specified in Section 4.4(a) to which such amounts would have been applied (and in the priority in which they would have been applied) had such amounts been available in the Finance Charge Account on the related Payment Date. To avoid doubt, the calculations referred to in the preceding clause (2) include the calculations required by clause (b)(iv) of the definition of Collateral Amount.

(ii) Allocations of Principal Collections . The Issuer shall allocate to the Series 20[ ]-[ ] Noteholders the following amounts as set forth below:

(x) Allocations During the Revolving Period .

(1) During the Revolving Period an amount equal to the product of the Allocation Percentage and the aggregate amount of Principal Collections processed on such Date of Processing, shall be allocated to the Series 20[ ]-[ ] Noteholders and first, if any other Principal Sharing Series is outstanding and in its accumulation period or amortization period, retained in the Principal Account for application, to the extent necessary, as Shared Principal Collections to other Principal Sharing Series on the related Payment Date, second deposited in the Excess Funding Account to the extent necessary so that the Free Equity Amount is not less than the Minimum Free Equity Amount and third paid to the holders of the Transferor Interest.

(2) With respect to each Monthly Period falling in the Revolving Period, to the extent that Collections of Principal Receivables allocated to the Series 20[ ]-[ ] Noteholders pursuant to this Section 4.3(b)(ii) are paid to Transferor, the Issuer shall cause Transferor to make an amount equal to the Reallocated Principal Collections for the related Transfer Date available on that Transfer Date for application in accordance with Section 4.7 .

(y) Allocations During the Controlled Accumulation Period . During the Controlled Accumulation Period an amount equal to the product of the Allocation Percentage and the aggregate amount of Principal Collections processed on such Date of Processing (the product for any such date is hereinafter referred to as a “ Percentage Allocation ”) shall be allocated to

the Series 20[ ]-[ ] Noteholders and transferred to the Principal Account until applied as provided herein; provided , however, that if the sum of such Percentage Allocation and all preceding Percentage Allocations with respect to the same Monthly Period exceeds the Controlled Deposit Amount during the Controlled Accumulation Period for the related Payment Date, then such excess shall not be treated as a Percentage Allocation and shall be first, if any other Principal Sharing Series is outstanding and in its accumulation period or amortization period, retained in the Principal Account for application, to the extent necessary, as Shared Principal Collections to other Principal Sharing Series on the related Payment Date, second deposited in the Excess Funding Account to the extent necessary so that the Free Equity Amount is not less than the Minimum Free Equity Amount and third paid to the holders of the Transferor Interest.

(z) Allocations During the Early Amortization Period . During the Early Amortization Period, an amount equal to the product of the Allocation Percentage and the aggregate amount of Principal Collections processed on such Date of Processing shall be allocated to the 20[ ]-[ ] Noteholders and transferred to the Principal Account until applied as provided herein; provided , however, that after the date on which an amount of such Principal Collections equal to the Note Principal Balance has been deposited into the Principal Account such amount shall be first, if any other Principal Sharing Series is outstanding and in its accumulation period or amortization period, retained in the Principal Account for application, to the extent necessary, as Shared Principal Collections to other Principal Sharing Series on the related Payment Date, second deposited in the Excess Funding Account to the extent necessary so that the Free Equity Amount is not less than the Minimum Free Equity Amount and third paid to the holders of the Transferor Interest.

SECTION 4.4. Application of Available Finance Charge Collections and Available Principal Collections . On or prior to each Transfer Date or related Payment Date, as applicable, the Issuer shall withdraw, to the extent of available funds, the amount required to be withdrawn from the Finance Charge Account, the Principal Accumulation Account, the Principal Account and the Distribution Account as follows:

(a) On or prior to each Payment Date, an amount equal to the Available Finance Charge Collections with respect to the related Monthly Date will be paid or deposited in the following priority:

(i) to pay, on a pari passu basis, the following amounts, to the extent allocated to Series 20[ ]-[ ] pursuant to Section 8.4(d) of the Indenture: (A) the payment to the Indenture Trustee of the accrued and unpaid fees and other amounts owed to the Indenture Trustee up to a maximum amount of $25,000 for each calendar year, (B) the payment to the Trustee of the accrued and unpaid fees and other amounts owed to the Trustee up to a maximum amount of $25,000 for each calendar year and (C) the payment

to the Administrator of the accrued and unpaid fees and other amounts owed to the Administrator up to a maximum amount of $25,000 for each calendar year;

(ii) an amount equal to the Noteholder Servicing Fee for such Transfer Date, plus the amount of any Noteholder Servicing Fee previously due but not paid by the Issuer on a prior Transfer Date, shall be paid to the Servicer;

(iii) on a pari passu basis based on the amounts owing to the Class A Noteholders [and each Class A Counterparty pursuant to this Section 4.4(a)(iii] : (A) an amount equal to Class A Monthly Interest for such Payment Date, plus any Class A Deficiency Amount, plus the amount of any Class A Additional Interest for such Payment Date, plus the amount of any Class A Additional Interest previously due but not paid to Class A Noteholders on a prior Payment Date, shall be deposited into the Distribution Account, [and (B) any Class A Net Swap Payments for such Payment Date and any unpaid Class A Net Swap Payments owed to the Class A Counterparty in respect of any prior Payment Date shall be paid to the Class A Counterparty];

(iv) on a pari passu basis based on the amounts owing to the Class B Noteholders [and each Class B Counterparty pursuant to this Section 4.4(a)(iv)] : (A) an amount equal to Class B Monthly Interest for such Payment Date, plus any Class B Deficiency Amount, plus the amount of any Class B Additional Interest for such Payment Date, plus the amount of any Class B Additional Interest previously due but not paid to Class B Noteholders on a prior Payment Date, shall be deposited into the Distribution Account, [and (B) any Class B Net Swap Payment for such Payment Date shall be paid to the Class B Counterparty and any unpaid Class B Net Swap Payments owed to the Class B Counterparty in respect of any prior Payment Date];

(v) on a pari passu basis based on the amounts owing to the Class C Noteholders [and each Class C Counterparty pursuant to this Section 4.4(a)(v) ]: (A) an amount equal to Class C Monthly Interest for such Payment Date, plus any Class C Deficiency Amount, plus the amount of any Class C Additional Interest for such Payment Date, plus the amount of any Class C Additional Interest previously due but not paid to the Class C Noteholders on a prior Payment Date shall be deposited into the Distribution Account, [and (B) any Class C Net Swap Payment for such Payment Date and any unpaid Class C Net Swap Payments owed to the Class C Counterparty in respect of any prior Payment Date shall be paid to the Class C Counterparty];

(vi) (A) first , an amount equal to the Investor Default Amount for such Payment Date shall be treated as a portion of Available Principal Collections for such Payment Date and (B) second , an amount equal to any Investor Uncovered Dilution Amount for such Payment Date shall be treated as a portion of Available Principal Collections for such Payment Date, and any amounts treated as Available Principal Collections pursuant to subclause (A) or (B) of this clause (vi) during the Controlled Accumulation Period or the Early Amortization Period, shall be deposited into the Principal Account on the related Payment Date;

(vii) an amount equal to the sum of the aggregate amount of Investor Charge-Offs and the amount of Reallocated Principal Collections which have not been previously reimbursed pursuant to this Section 4.4(a)(vii) shall be treated as a portion of Available Principal Collections for such Payment Date and, during the Controlled Accumulation Period or Early Amortization Period, shall be deposited into the Principal Account on the related Payment Date;

(viii) on each Transfer Date from and after the Reserve Account Funding Date, but prior to the date on which the Reserve Account terminates as described in Section 4.10(e) , an amount up to the excess, if any, of the Required Reserve Account Amount over the Available Reserve Account Amount shall be deposited into the Reserve Account;

(ix) an amount equal to the amounts required to be deposited in the Spread Account pursuant to Section 4.11(e) shall be deposited into the Spread Account;

(x) without duplication of the amount specified in clause (vi)(B) of this Section 4.4(a) , an amount equal to the Series Allocation Percentage (calculated by excluding all outstanding Series of Notes excluded from this calculation pursuant to the terms of the Indenture Supplement for such Series) of the excess, if any, of the Minimum Free Equity Amount over the Free Equity Amount, shall be treated as a portion of Available Principal Collections for such Payment Date and, during the Controlled Accumulation Period or the Early Amortization Period, deposited into the Principal Account on the related Payment Date;

(xi) [on a pari passu basis (A) an amount equal to any partial or early termination payments or other additional payments owed to the Class A Counterparty under the Class A Swap shall be paid to the Class A Counterparty, (B) an amount equal to any partial or early termination payments or other additional payments owed to the Class B Counterparty under the Class B Swap shall be paid to the Class B Counterparty and (C) an amount equal to any partial or early termination payments or other additional payments owed to the Class C Counterparty under the Class C Swap shall be paid to the Class C Counterparty;];

(xii) unless an Early Amortization Event shall have occurred and be continuing, on a pari passu basis any amounts owed to such Persons listed in clause (i) above that have been allocated to Series 20[ ]-[ ] pursuant to Section 8.4(d) of the Indenture and that have not been paid pursuant to clause (i) above shall be paid to such Persons; and

(xiii) the balance, if any, will constitute a portion of Excess Finance Charge Collections for such Payment Date and will be applied in accordance with Section 8.6 of the Indenture; provided that during an Early Amortization Period, if any such Excess Finance Charge Collections would be paid to the Transferor in accordance with Section 8.6 of the Indenture, the portion of such Excess Finance Charge Collections that would otherwise be payable to the Transferor, first shall be used to pay Monthly Principal pursuant to Section 4.4(c) to the extent not paid in full from Available Principal Collections (calculated without regard to amounts available to be treated as Available

Principal Collections pursuant to this clause (xiii) ), second , shall be used to pay on a pari passu basis any amounts owed to such Persons listed in clause (i) above that have been allocated to Series 20[ ]-[ ] pursuant to Section 8.4(d) of the Indenture and that have not been paid pursuant to clauses (i) and (xii) above, and, third , any amounts remaining after payment in full of the Monthly Principal and amounts owed to such Persons listed in clause (i) above shall be paid to the Issuer.

(b) On or prior to each Transfer Date with respect to the Revolving Period, an amount equal to the Available Principal Collections for the related Monthly Period shall be treated as Shared Principal Collections and applied in accordance with Section 8.5 of the Indenture.

(c) On or prior to each Transfer Date or Payment Date, as applicable, with respect to the Controlled Accumulation Period or the Early Amortization Period, an amount equal to the Available Principal Collections for the related Monthly Period shall be paid or deposited in the following order of priority:

(i) during the Controlled Accumulation Period, an amount equal to the Monthly Principal for each Transfer Date shall be deposited into the Principal Accumulation Account on the related Payment Date;

(ii) during the Early Amortization Period, an amount equal to the Monthly Principal for each Transfer Date shall be deposited into the Distribution Account on the related Payment Date and on such Payment Date shall be paid, first to the Class A Noteholders on the related Payment Date until the Class A Note Principal Balance has been reduced to zero; second to the Class B Noteholders until the Class B Note Principal Balance has been reduced to zero; and third to the Class C Noteholders until the Class C Note Principal Balance has been reduced to zero; and

(iii) the balance of such Available Principal Collections remaining after application in accordance with clauses (i) and (ii) above shall be treated as Shared Principal Collections and applied in accordance with Section 8.5 of the Indenture.

(d) On each Payment Date, the Issuer shall pay in accordance with Section 4.5 to the Class A Noteholders from the Distribution Account, the amount deposited into the Distribution Account pursuant to Section 4.4(a)(iii) on such Payment Date, to the Class B Noteholders from the Distribution Account, the amount deposited into the Distribution Account pursuant to Section 4.4(a)(iv) on such Payment Date and to the Class C Noteholders from the Distribution Account, the amount deposited into the Distribution Account pursuant to Section 4.4(a)(v) on such Payment Date..

(e) On the earlier to occur of (i) the first Payment Date with respect to the Early Amortization Period and (ii) the Expected Principal Payment Date, the Issuer shall withdraw from the Principal Accumulation Account and deposit into the Distribution Account the amount deposited into the Principal Accumulation Account pursuant to Section 4.4(c)(i) and on such Payment Date shall pay such amount first to the Class A Noteholders, until the Class A Note Principal Balance is paid in full; second to the Class B Noteholders until the Class B Principal

Balance is paid in full; and third to the Class C Noteholders until the Class C Note Principal Balance is paid in full.

(f) As of any Payment Date during the Controlled Accumulation Period or Early Amortization Period on which Available Principal Collections are treated as Shared Principal Collections, the Collateral Amount shall be reduced by an amount equal to the lesser of (x) the amount of Available Principal Collections applied as Shared Principal Collections and (y) the Surplus Collateral Amount.

SECTION 4.5. Distributions .

(a) On each Payment Date, the Issuer shall pay to each Class A Noteholder of record on the related Record Date such Class A Noteholder’s pro rata share of the amounts on deposit in the Distribution Account that are allocated and available on such Payment Date and as are payable to the Class A Noteholders pursuant to this Indenture Supplement.

(b) On each Payment Date, the Issuer shall pay to each Class B Noteholder of record on the related Record Date such Class B Noteholder’s pro rata share of the amounts on deposit in the Distribution Account that are allocated and available on such Payment Date and as are payable to the Class B Noteholders pursuant to this Indenture Supplement.

(c) On each Payment Date, the Issuer shall pay to each Class C Noteholder of record on the related Record Date such Class C Noteholder’s pro rata share of the amounts on deposit in the Distribution Account (including amounts withdrawn from the Spread Account (at the times and in the amounts specified in Section 4.11 )) that are allocated and available on such Payment Date and as are payable to the Class C Noteholders pursuant to this Indenture Supplement.

(d) The payments to be made pursuant to this Section 4.5 are subject to the provisions of Section 7.1 of this Indenture Supplement.

(e) All payments to Noteholders hereunder shall be made by (i) check mailed to each Series 20[ ]-[ ] Noteholder (at such Noteholder’s address as it appears in the Note Register), except that for any Series 20[ ]-[ ] Notes registered in the name of the nominee of a Clearing Agency, such payment shall be made by wire transfer of immediately available funds and (ii) except as provided in Section 2.7(b) of the Indenture, without presentation or surrender of any Series 20[ ]-[ ] Note or the making of any notation thereon.

SECTION 4.6. Investor Charge-Offs . On each Determination Date, the Issuer shall calculate the Investor Default Amount and any Investor Uncovered Dilution Amount for the preceding Monthly Period. If, on any Transfer Date, the sum of the Investor Default Amount and any Investor Uncovered Dilution Amount for the preceding Monthly Period exceeds the amount of Available Finance Charge Collections allocated with respect thereto pursuant to Section 4.4(a)(vi) with respect to such Transfer Date, the Collateral Amount will be reduced (but not below zero) by the amount of such excess (such reduction, an “ Investor Charge-Off ”).

SECTION 4.7. Reallocated Principal Collections . On each Transfer Date, the Issuer shall apply Investor Principal Collections with respect to that Transfer Date, to fund any deficiency pursuant to and in the priority set forth in Sections 4.4(a)(i) , (ii) , (iii) , (iv) and (v) (any

such Investor Principal Collections so allocated, “Reallocated Principal Collections”); provided, that for any Monthly Period, Reallocated Principal Collections may not exceed the Monthly Principal Reallocation Amount for such Monthly Period . On each Transfer Date, the Collateral Amount shall be reduced by the amount of Reallocated Principal Collections for such Transfer Date.

SECTION 4.8. Excess Finance Charge Collections . Series 20[ ]-[ ] shall be an Excess Allocation Series with respect to Group One only. Subject to Section 8.6 of the Indenture, Excess Finance Charge Collections with respect to the Excess Allocation Series in Group One with respect to any Monthly Period will be allocated to Series 20[ ]-[ ] in an amount equal to the product of (x) the aggregate amount of Excess Finance Charge Collections with respect to all the Excess Allocation Series in Group One for such Monthly Period and (y) a fraction, the numerator of which is the Finance Charge Shortfall for Series 20[ ]-[ ] for such Payment Date and the denominator of which is the aggregate amount of Finance Charge Shortfalls for all the Excess Allocation Series in Group One, in each case with respect to payments to be made on or prior to the Payment Date following such Monthly Period. The “ Finance Charge Shortfall ” for Series 20[ ]-[ ] for any date on which Excess Finance Charge Collections are allocated pursuant to Section 8.6 of the Indenture will be equal to the excess, if any, of (a) the full amount required to be paid, without duplication, pursuant to Sections 4.4(a)(i) through (xii) with respect to the next following Payment Date over (b) the Available Finance Charge Collections with respect to the related Monthly Period (excluding any portion thereof attributable to Excess Finance Charge Collections).

SECTION 4.9. Shared Principal Collections . Subject to Section 8.5 of the Indenture, Shared Principal Collections allocable to Series 20[ ]-[ ] with respect to any Monthly Period will be equal to the product of (x) the aggregate amount of Shared Principal Collections with respect to all Principal Sharing Series for such Monthly Period and (y) a fraction, the numerator of which is the Principal Shortfall for Series 20[ ]-[ ] for such Monthly Period and the denominator of which is the aggregate amount of Principal Shortfalls for all the Series which are Principal Sharing Series, in each case with respect to payments to be made on or prior to the Payment Date following such Monthly Period. The “ Principal Shortfall ” for Series 20[ ]-[ ] for any date on which Shared Principal Collections are allocated pursuant to Section 8.5 of the Indenture will be equal to (a) for any allocation date with respect to the Revolving Period or any allocation date during the Early Amortization Period prior to the earlier of (i) the end of the Monthly Period immediately preceding the Expected Principal Payment Date and (ii) the date on which all outstanding Series are in early amortization periods, zero, (b) for any allocation date with respect to the Controlled Accumulation Period, the excess, if any, of the Controlled Deposit Amount with respect to the next following Payment Date over the amount of Available Principal Collections for the related Monthly Period (excluding any portion thereof attributable to Shared Principal Collections or amounts available to be treated as Available Principal Collections pursuant to clause (xiii) of Section 4.4(a)) and (c) for any allocation date on or after the earlier of (i) the end of the Monthly Period immediately preceding the Expected Principal Payment Date and (ii) the date on which all outstanding Series are in early amortization periods, the Note Principal Balance.

SECTION 4.10. Reserve Account .

(a) On each Transfer Date, all interest and earnings (net of losses and investment expenses) accrued since the preceding Transfer Date on funds on deposit in the Reserve Account shall be retained in the Reserve Account (to the extent that the Available Reserve Account Amount is less than the Required Reserve Account Amount) and any remaining interest and earnings (net of losses and investment expenses) shall be deposited into the Finance Charge Account and included in Available Finance Charge Collections for the related Monthly Period. For purposes of determining the availability of funds or the balance in the Reserve Account for any reason under this Indenture Supplement, except as otherwise provided in the preceding sentence, investment earnings on such funds shall be deemed not to be available or on deposit.

(b) On or before each Transfer Date with respect to the Controlled Accumulation Period and on or before the first Transfer Date with respect to the Early Amortization Period, the Issuer shall calculate the Reserve Draw Amount; provided , however , that such amount will be reduced to the extent that funds otherwise would be available for deposit in the Reserve Account under Section 4.4(a)(viii) on the following Payment Date.

(c) If for any Transfer Date the Reserve Draw Amount is greater than zero, the Reserve Draw Amount, up to the Available Reserve Account Amount, shall be withdrawn from the Reserve Account on such Transfer Date by the Issuer and deposited into the Finance Charge Account for application as Available Finance Charge Collections on the following Payment Date.

(d) If the Reserve Account Surplus on any Transfer Date, after giving effect to all deposits to and withdrawals from the Reserve Account with respect to such Transfer Date, is greater than zero, the Indenture Trustee, acting in accordance with the written instructions of the Issuer, shall withdraw from the Reserve Account an amount equal to such Reserve Account Surplus and distribute any such amounts to the holders of the Transferor Interest.

(e) Upon the earliest to occur of (i) the termination of the Trust pursuant to Article VIII of the Trust Agreement, (ii) the first Transfer Date relating to the Early Amortization Period and (iii) the Expected Principal Payment Date, the Issuer, after the prior payment of all amounts owing to the Series 20[ ]-[ ] Noteholders that are payable from the Reserve Account as provided herein, shall withdraw from the Reserve Account all amounts, if any, on deposit in the Reserve Account and distribute any such amounts to the holders of the Transferor Interest. The Reserve Account shall thereafter be deemed to have terminated for purposes of this Indenture Supplement.

SECTION 4.11. Spread Account .

(a) On or before each Transfer Date, if the aggregate amount of Available Finance Charge Collections available for application pursuant to Section 4.4(a)(v) is less than the aggregate amount required to be deposited pursuant to Section 4.4(a)(v) , the Issuer shall withdraw from the Spread Account the amount of such deficiency up to the Available Spread Account Amount and if the Available Spread Account Amount is less than such deficiency, Investment Earnings credited to the Spread Account and shall apply such amount in accordance with Section 4.4(a)(v) .

(b) Unless an Early Amortization Event occurs, the Issuer will withdraw from the Spread Account and deposit in the Collection Account for payment to the Class C Noteholders on the Expected Principal Payment Date for the Class C Notes an amount equal to the lesser of: (i) the amount on deposit in the Spread Account after application of any amounts set forth in clause (a) above and (ii) the Class C Note Principal Balance.

(c) Upon an Early Amortization Event, the amount, if any, remaining on deposit in the Spread Account, after making the payments described in clause (a) above, shall be applied to pay principal on the Class C Notes on the earlier of the Series Maturity Date and the first Payment Date on which the Class A Note Principal Balance and the Class B Note Principal Balance have been paid in full.

(d) On any day following the occurrence of an Event of Default with respect to Series 20[ ]-[ ] that has resulted in the acceleration of the Series 20[ ]-[ ] Notes, the Issuer shall withdraw from the Spread Account the Available Spread Account Amount and deposit such amount in the Distribution Account for payment to the Series 20[ ]-[ ] Notes in the following order of priority until all amounts owed to such Noteholders have been paid in full: (i) the Class C Noteholders, (ii) the Class A Noteholders and (iii) the Class B Noteholders.

(e) If on any Payment Date, after giving effect to all withdrawals from the Spread Account, the Available Spread Account Amount is less than the Required Spread Account Amount then in effect, Available Finance Charge Collections shall be deposited into the Spread Account pursuant to Section 4.4(a)(ix) up to the amount of the Spread Account Deficiency.

(f) If, after giving effect to all deposits to and withdrawals from the Spread Account with respect to any Payment Date, the amount on deposit in the Spread Account exceeds the Required Spread Account Amount, the Issuer shall withdraw an amount equal to such excess from the Spread Account and distribute such amount to the Transferor. On the date on which the Class C Note Principal Balance has been paid in full, after making any payments to the Noteholders required pursuant to Sections 4.11(a) , (b) , (c) and (d) , the Issuer shall withdraw from the Spread Account all amounts then remaining in the Spread Account and pay such amounts to the holders of the Transferor Interest.

SECTION 4.12. Investment of Accounts . (a) To the extent there are uninvested amounts deposited in the Series Accounts, the Issuer shall cause such amounts to be invested in Permitted Investments selected by the Issuer that mature no later than the following Transfer Date.

(b) On each Transfer Date with respect to the Controlled Accumulation Period and on the first Transfer Date with respect to the Early Amortization Period, the Issuer shall transfer from the Principal Accumulation Account to the Finance Charge Account the Principal Accumulation Investment Proceeds on deposit in the Principal Accumulation Account for application as Available Finance Charge Collections in accordance with Section 4.4 .

(c) Principal Accumulation Investment Proceeds (including reinvested interest) shall not be considered part of the amounts on deposit in the Principal Accumulation Account for purposes of this Indenture Supplement.

(d) On each Transfer Date (but subject to Section 4.11(a) ), the Investment Earnings, if any, credited since the preceding Transfer Date on funds on deposit in the Spread Account shall be retained in the Spread Account (to the extent that the Available Spread Account Amount is less than the Required Spread Account Amount) and the balance, if any, shall be paid to the holders of the Transferor Interest. For purposes of determining the availability of funds or the balance in the Spread Account for any reason under this Indenture Supplement (subject to Section 4.11(a) ), all Investment Earnings shall be deemed not to be available or on deposit; provided that after the maturity of the Series 20[ ]-[ ] Notes has been accelerated as a result of an Event of Default, all Investment Earnings shall be added to the balance on deposit in the Spread Account and treated like the rest of the Available Spread Account Amount.

SECTION 4.13. Controlled Accumulation Period . The Controlled Accumulation Period is scheduled to commence at the beginning of business on [ ], 20[ ]; provided that if the Controlled Accumulation Period Length (determined as described below) on any Determination Date is less than or more than the number of months in the scheduled Controlled Accumulation Period, upon written notice to the Indenture Trustee, with a copy to each Rating Agency, the Issuer shall either postpone or accelerate, as applicable, the date on which the Controlled Accumulation Period actually commences, so that, as a result, the number of Monthly Periods in the Controlled Accumulation Period will equal the Controlled Accumulation Period Length; provided that the length of the Controlled Accumulation Period will not be less than one month. The “ Controlled Accumulation Period Length ” will mean a number of whole months such that the amount available for payment of principal on the Notes on the Expected Principal Payment Date is expected to equal or exceed the Note Principal Balance, assuming for this purpose that (1) the payment rate with respect to Principal Collections remains constant at the lowest level of such payment rate during the twelve preceding Monthly Periods, (2) the total amount of Principal Receivables in the Trust (and the principal amount on deposit in the Excess Funding Account, if any) remains constant at the level on such date of determination, (3) no Early Amortization Event with respect to any Series will subsequently occur and (4) no additional Series (other than any Series being issued on such date of determination) will be subsequently issued. Any notice by Issuer modifying the commencement of the Controlled Accumulation Period pursuant to this Section 4.13 shall specify (i) the Controlled Accumulation Period Length, (ii) the commencement date of the Controlled Accumulation Period and (iii) the Controlled Accumulation Amount with respect to each Monthly Period during the Controlled Accumulation Period.

SECTION 4.14. [Determination of LIBOR] .

(a) [On each LIBOR Determination Date in respect of an Interest Period, the Indenture Trustee shall determine LIBOR on the basis of the rate per annum displayed in the Bloomberg Financial Markets system as the composite offered rate for London interbank deposits for a period of the Designated Maturity, as of 11:00 a.m., London time, on that date. If that rate does not appear on that system, LIBOR for that Interest Period will be the rate per annum shown on page “LIBOR01” of the Reuters Monitor Money Rates Service or such other page as may replace the “LIBOR01” page on that service for the purpose of displaying London interbank offered rates of major banks as of 11:00 a.m., London time, on the LIBOR Determination Date; provided that if at least two rates appear on that page, the rate will be the arithmetic mean of the displayed rates and if fewer than two rates are displayed, or if no rate is

relevant, the rate for that Interest Period shall be determined on the basis of the rates at which deposits in United States dollars are offered by the Reference Banks at approximately 11:00 a.m., London time, on that day to prime banks in the London interbank market for period of the Designated Maturity. The Indenture Trustee shall request the principal London office of each of the Reference Banks to provide a quotation of its rate. If at least two (2) such quotations are provided, the rate for that Interest Period shall be the arithmetic mean of the quotations. If fewer than two (2) quotations are provided as requested, the rate for that Interest Period will be the arithmetic mean of the rates quoted by major banks in New York City, selected by the Servicer, at approximately 11:00 a.m., New York City time, on that day for loans in United States dollars to leading European banks for a period of the Designated Maturity.]

(b) [The Class A Note Interest Rate, Class B Note Interest Rate and Class C Note Interest Rate applicable to the then current and the immediately preceding Interest Periods may be obtained by telephoning the Indenture Trustee at its corporate trust office at [( ) ___-____] or such other telephone number as shall be designated by the Indenture Trustee for such purpose by prior written notice by the Indenture Trustee to each Series 20[ ]-[ ] Noteholder from time to time.]

(c) [On each LIBOR Determination Date, the Indenture Trustee shall send to the Issuer by facsimile transmission, notification of LIBOR for the following Interest Period.]

SECTION 4.15. [Swaps] .

(a) [On or prior to the Closing Date, the Issuer shall enter into a Class A Swap with the Class A Counterparty, a Class B Swap with the Class B Counterparty and a Class C Swap with the Class C Counterparty for the benefit of the Class A Noteholders, the Class B Noteholders and the Class C Noteholders, respectively. The aggregate notional amount under the Class A Swap shall, at any time, be equal to the Class A Note Principal Balance at such time. The aggregate notional amount under the Class B Swap shall, at any time, be equal to the Class B Note Principal Balance at such time. The aggregate notional amount under the Class C Swap shall, at any time, be equal to the Class C Note Principal Balance. The Issuer shall cause the Class A Counterparty, the Class B Counterparty or the Class C Counterparty to deposit Net Swap Receipts payable in the Collection Account. On any Payment Date when there shall be a Class A Net Swap Payment, the Issuer shall pay such Class A Net Swap Payment subject to the priority of payments set forth in Section 4.4(a)(iii) . On any Payment Date when there shall be a Class B Net Swap Payment, the Issuer shall pay such Class B Net Swap Payment subject to the priority of payments set forth in Section 4.4(a)(iv) . On any Payment Date when there shall be a Class C Net Swap Payment, the Issuer shall pay such Class C Net Swap Payment subject to the priority of payments set forth in Section 4.4(a)(v) . On any Payment Date when there shall be early termination payments or any other miscellaneous payments payable by the Issuer to the Counterparties, the Issuer shall pay such amounts subject to the priority of payments set forth in Section 4.4(a)(xi) .]

(b) [When required under the terms of the existing Class A Swap, Class B Swap or Class C Swap, the Issuer shall obtain a replacement Class A Swap, Class B Swap or Class C Swap, as applicable, upon satisfaction of the Rating Agency Condition.]

SECTION 4.16. Deposit of Collections . Notwithstanding anything to the contrary in the Indenture, for any Monthly Period during which the Issuer is permitted to make a single monthly deposit to the Collection Account pursuant to Section 8.4 of the Indenture for such Monthly Period, the Issuer need not make the daily deposits of Collections into the Collection Account as provided in Section 8.4 of the Indenture, but may make a single deposit in the Collection Account in immediately available funds not later than 12:00 noon, New York City time, on the related Payment Date.

ARTICLE V
Delivery of Series 20[ ]-[ ] Notes;
Reports to Series 20[ ]-[ ] Noteholders

SECTION 5.1. Delivery and Payment for the Series 20[ ]-[ ] Notes .

The Issuer shall execute and issue, and the Indenture Trustee shall authenticate, the Series 20[ ]-[ ] Notes in accordance with Section 2.2 of the Indenture. The Indenture Trustee shall deliver the Series 20[ ]-[ ] Notes to or upon the written order of the Issuer when so authenticated.

SECTION 5.2. Reports and Statements to Series 20[ ]-[ ] Noteholders .

(a) Not later than the second Business Day preceding each Payment Date, the Issuer shall deliver or cause the Servicer to deliver to the Trustee, the Indenture Trustee and each Rating Agency a statement substantially in the form of Exhibit B prepared by the Servicer; provided that the Issuer may amend the form of Exhibit B from time to time, with the prior written consent of the Indenture Trustee.

(b) A copy of each statement or certificate provided pursuant to Section 5.2(a) may be obtained by any Series 20[ ]-[ ] Noteholder by a request in writing to the Issuer.

(c) On or before January 31 of each calendar year, beginning with January 31, 20[ ], the Issuer shall furnish or cause to be furnished to each Person who at any time during the preceding calendar year was a Series 20[ ]-[ ] Noteholder the information for the preceding calendar year, or the applicable portion thereof during which the Person was a Noteholder, as is required to be provided by an issuer of indebtedness under the Code to the holders of the Issuer’s indebtedness and such other customary information as is necessary to enable such Noteholder to prepare its federal income tax returns. Notwithstanding anything to the contrary contained in this Agreement, the Issuer shall, to the extent required by applicable law, from time to time furnish to the appropriate Persons, at least five Business Days prior to the end of the period required by applicable law, the information required to complete a Form 1099-INT.

ARTICLE VI
Series 20[ ]-[ ] Early Amortization Events

SECTION 6.1. Series 20[ ]-[ ] Early Amortization Events . If any one of the following events shall occur with respect to the Series 20[ ]-[ ] Notes:

(a) (i) failure on the part of Transferor to make any payment or deposit required to be made by it by the terms of the Trust Receivables Purchase Agreement or the Transfer Agreement on or before the date occurring five (5) Business Days after the date such payment or deposit is required to be made therein or herein or (ii) failure of the Transferor duly to observe or perform in any material respect any other of its covenants or agreements set forth in the Trust Receivables Purchase Agreement or the Transfer Agreement which failure has a material adverse effect on the Series 20[ ]-[ ] Noteholders and which continues unremedied for a period of sixty days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Transferor by the Indenture Trustee, or to the Transferor and the Indenture Trustee by any Noteholder of the Series 20[ ]-[ ] Notes;

(b) any representation or warranty made by Transferor in the Transfer Agreement or the Trust Receivables Purchase Agreement or any information contained in an account schedule required to be delivered by it pursuant to Section 2.1 or Section 2.6(c) of the Transfer Agreement, Trust Agreement or the Bank Receivables Sale Agreement shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of sixty days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Transferor by the Indenture Trustee, or to the Transferor and the Indenture Trustee by any Noteholder of the Series 20[ ]-[ ] Notes and as a result of which the interests of the Series 20[ ]-[ ] Noteholders are materially and adversely affected for such period; provided , however , that a Series 20[ ]-[ ] Early Amortization Event pursuant to this Section 6.1(b) shall not be deemed to have occurred hereunder if the Transferor has accepted reassignment of the related Transferred Receivable, or all of such Transferred Receivables, if applicable, during such period in accordance with the provisions of the Transfer Agreement or the Trust Receivables Purchase Agreement;

(c) a failure by Transferor under the Transfer Agreement to convey Transferred Receivables in Additional Accounts or Participations to the Trust when it is required to convey such Transferred Receivables pursuant to Section 2.6(a) of the Transfer Agreement;

(d) any Servicer Default or any Indenture Servicer Default shall occur;

(e) (i) the average of the Portfolio Yields for the two Monthly Periods immediately preceding the [ ] 20[ ] Payment Date is less than the average of the Base Rates for the same Monthly Periods, or (ii) beginning with the three consecutive Monthly Periods immediately preceding the [ ] 20[ ] Payment Date, the average of the Portfolio Yields for three consecutive Monthly Periods is less than the average of the Base Rates for the same Monthly Periods (for the avoidance of doubt, the Monthly Period preceding the [ ] 20[ ] Payment Date shall be excluded for purposes of calculating the three-month average Portfolio Yield and Base Rate under this clause (e)(ii));

(f) the Note Principal Balance shall not be paid in full on the Expected Principal Payment Date;

(g) [the Class A Counterparty, the Class B Counterparty or the Class C Counterparty shall fail to pay any net amount payable by such Counterparty under the Class A Swap, Class B Swap or the Class C Swap, as applicable, as a result of LIBOR being greater than the Class A

Swap Rate, Class B Swap Rate or the Class C Swap Rate, as applicable, and such failure is not cured within five Business Days;]

(h) [the Class A Swap shall terminate prior to the earlier of the payment in full of the Class A Notes and the Series Maturity Date if the Issuer shall fail to enter into a replacement Class A Swap or other interest rate hedging arrangement in accordance with Section 4.15(b) within five Business Days; the Class B Swap shall terminate prior to the earlier of the payment in full of the Class B Notes and the Series Maturity Date if the Issuer shall fail to enter into a replacement Class B Swap or other interest rate hedging arrangement in accordance with Section 4.15(b) within five Business Days; or the Class C Swap shall terminate prior to the earlier of the payment in full of the Class C Notes and the Series Maturity Date if the Issuer shall fail to enter into a replacement Class C Swap or other interest rate hedging arrangement in accordance with Section 4.15(b) within five Business Days; or]

(i) without limiting the foregoing, the occurrence of an Event of Default with respect to Series 20[ ]-[ ] and acceleration of the maturity of the Series 20[ ]-[ ] Notes pursuant to Section 5.3 of the Indenture;

then, in the case of any event described in subsection (a) , (b) or (d) , after the applicable grace period, if any, set forth in such subparagraphs, either the Indenture Trustee or the holders of Series 20[ ]-[ ] Notes evidencing more than 50% of the aggregate unpaid principal amount of Series 20[ ]-[ ] Notes by notice then given in writing to the Issuer (and to the Indenture Trustee if given by the Series 20[ ]-[ ] Noteholders) may declare that a “Series Early Amortization Event” with respect to Series 20[ ]-[ ] (a “ Series 20[ ]-[ ] Early Amortization Event ”) has occurred as of the date of such notice, and, in the case of any event described in subsection (c) , (e) , (f) [, (g) , (h) or (i) ] [or (g) ] a Series 20[ ]-[ ] Early Amortization Event shall occur without any notice or other action on the part of the Indenture Trustee or the Series 20[ ]-[ ] Noteholders immediately upon the occurrence of such event.

ARTICLE VII
Redemption of Series 20[ ]-[ ] Notes; Final Distributions; Series Termination

SECTION 7.1. Optional Redemption of Series 20[ ]-[ ] Notes; Final Distributions .

(a) On any day occurring on or after the date on which the outstanding principal balance of the Series 20[ ]-[ ] Notes is reduced to 10% or less of the initial outstanding principal balance of Series 20[ ]-[ ] Notes, Transferor has the option pursuant to the Trust Agreement to reduce the Collateral Amount to zero by paying a purchase price equal to the greater of (x) the Collateral Amount, plus the applicable Allocation Percentage of outstanding Finance Charge Receivables and (y) a minimum amount equal to (i) if such day is a Payment Date, the Redemption Amount for such Payment Date or (ii) if such day is not a Payment Date, the Redemption Amount for the Payment Date following such day. If Transferor exercises such option, Issuer will apply such purchase price to repay the Notes in full as specified below.

(b) Issuer shall give the Indenture Trustee at least thirty (30) days, prior written notice of the date on which Transferor intends to exercise such optional redemption. Not later than

12:00 noon, New York City time, on such day Transferor shall deposit into the Distribution Account in immediately available funds the excess of the Redemption Amount over the amount, if any, on deposit in the Principal Accumulation Account. Such redemption option is subject to payment in full of the Redemption Amount. Following such deposit into the Distribution Account in accordance with the foregoing, the Collateral Amount for Series 20[ ]-[ ] shall be reduced to zero and the Series 20[ ]-[ ] Noteholders shall have no further security interest in the Transferred Receivables. The Redemption Amount shall be paid as set forth in Section 7.1(d) .

(c) (i) The amount to be paid by the Transferor with respect to Series 20[ ]-[ ] in connection with a reassignment of Transferred Receivables to the Transferor pursuant to Section 6.1(e) of the Transfer Agreement shall not be less than the Redemption Amount for the first Payment Date following the Monthly Period in which the reassignment obligation arises under the Transfer Agreement.

(ii) The amount to be paid by the Issuer with respect to Series 20[ ]-[ ] in connection with a repurchase of the Notes pursuant to Section 10.1 of the Trust Agreement shall not be less than the Redemption Amount for the Payment Date of such repurchase.

(d) With respect to (i) the Redemption Amount deposited into the Distribution Account pursuant to Section 7.1 or (ii) the proceeds of any sale of Transferred Receivables pursuant to Section 5.3 of the Indenture with respect to Series 20[ ]-[ ], the Indenture Trustee shall, in accordance with the written direction of the Issuer, not later than 12:00 noon, New York City time, on the related Payment Date, make payments of the following amounts (in the priority set forth below and, in each case, after giving effect to any deposits and payments otherwise to be made on such date) in immediately available funds: (i) (x) the Class A Note Principal Balance on such Payment Date will be paid to the Class A Noteholders and (y) an amount equal to the sum of (A) Class A Monthly Interest due and payable on such Payment Date or any prior Payment Date, (B) any Class A Deficiency Amount for such Payment Date and (C) the amount of Class A Additional Interest, if any, for such Payment Date and any Class A Additional Interest previously due but not paid to the Class A Noteholders on any prior Payment Date, will be paid to the Class A Noteholders, (ii) (x) the Class B Note Principal Balance on such Payment Date will be paid to the Class B Noteholders and (y) an amount equal to the sum of (A) Class B Monthly Interest due and payable on such Payment Date or any prior Payment Date, (B) any Class B Deficiency Amount for such Payment Date and (C) the amount of Class B Additional Interest, if any, for such Payment Date and any Class B Additional Interest previously due but not paid to the Class B Noteholders on any prior Payment Date, will be paid to the Class B Noteholders, (iii) (x) the Class C Note Principal Balance on such Payment Date will be paid to the Class C Noteholders and (y) an amount equal to the sum of (A) Class C Monthly Interest due and payable on such Payment Date or any prior Payment Date, (B) any Class C Deficiency Amount for such Payment Date and (C) the amount of Class C Additional Interest, if any, for such Payment Date and any Class C Additional Interest previously due but not paid to the Class C Noteholders on any prior Payment Date will be paid to the Class C Noteholders [and] (iv) [on a pari passu basis, (A) any amounts owed to the Counterparty under the Class A Swap will be paid to the Class A Counterparty, (B) any amounts owed to the Class B Counterparty under the Class B Swap will be paid to the Class B Counterparty and (C) any amounts owed to the Class C

Counterparty under the Class C Swap will be paid to the Class C Counterparty and (v)] any excess shall be released to the Issuer.

SECTION 7.2. Series Termination .

On the Series Maturity Date, the unpaid principal amount of the Series 20[ ]-[ ] Notes shall be due and payable.

SECTION 7.3. Sale of Collateral .

If the Indenture Trustee exercises its right to sell any portion of the Collateral in accordance with Section 5.16 of the Indenture upon the occurrence of an Event of Default with respect to Series 2012-3, GE Capital shall have a right of first refusal to purchase any portion of the Collateral for which the Indenture Trustee has received a bona fide offer from a third-party that is not an affiliate of the Transferor at a price equal to the highest price bid for such Collateral by such third-party bidder.

ARTICLE VIII
Miscellaneous Provisions

SECTION 8.1. Ratification of Indenture; Amendments . As supplemented by this Indenture Supplement, the Indenture is in all respects ratified and confirmed and the Indenture as so supplemented by this Indenture Supplement shall be read, taken and construed as one and the same instrument. This Indenture Supplement may be amended only by a Supplemental Indenture entered in accordance with the terms of Section 9.1 or 9.2 of the Indenture. For purposes of the application of Section 9.2 to any amendment of this Indenture Supplement, the Series 20[ ]-[ ] Noteholders shall be the only Noteholders whose vote shall be required.

SECTION 8.2. Form of Delivery of the Series 20[ ]-[ ] Notes . The Class A Notes, the Class B Notes and the Class C Notes shall be Book-Entry Notes and shall be delivered as provided in Sections 2.1 and 2.2 of the Indenture.

SECTION 8.3. Counterparts . This Indenture Supplement may be executed in two or more counterparts, and by different parties on separate counterparts, each of which shall be an original, but all of which shall constitute one and the same instrument.

SECTION 8.4. GOVERNING LAW . (a) THIS INDENTURE SUPPLEMENT 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. THIS INDENTURE SUPPLEMENT IS SUBJECT TO THE TRUST INDENTURE ACT OF 1939, AS AMENDED, AND SHALL BE GOVERNED THEREBY AND CONSTRUED IN ACCORDANCE THEREWITH.

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

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

SECTION 8.5. Limitation of Liability . Notwithstanding any other provision herein or elsewhere, this Indenture Supplement has been executed and delivered by BNY Mellon Trust of Delaware, not in its individual capacity, but solely in its capacity as Trustee of the Trust, in no event shall BNY Mellon Trust of Delaware in its individual capacity have any liability in respect of the representations, warranties, or obligations of the Issuer hereunder or under any other document, as to all of which recourse shall be had solely to the assets of the Trust, and for all purposes of this Indenture Supplement and each other document, the Trustee (as such or in its individual capacity) shall be subject to, and entitled to the benefits of, the terms and provisions of the Trust Agreement.

SECTION 8.6. Rights of the Indenture Trustee . The Indenture Trustee shall have herein the same rights, protections, indemnities and immunities as specified in the Master Indenture.

SECTION 8.7. Notice Address for Rating Agencies . Delivery of any notices required to be delivered to the Rating Agencies by the Issuer, the Indenture Trustee or the Trustee shall be sufficient for the purposes of this Indenture Supplement and the other Related Documents if sent to such mailing addresses or such email addresses as may be provided by the Rating Agencies.

SECTION 8.8. Compliance with Applicable Anti-Terrorism and Anti-Money Laundering Regulations . In order to comply with laws, rules and regulations applicable to banking institutions, including those relating to the funding of terrorist activities and money laundering, the Indenture Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties hereto agrees to provide to the Indenture Trustee upon its request from time to time such identifying information and documentation as may be available for such party in order to enable the Indenture Trustee to comply with applicable law.

SECTION 8.9. Notes to be Treated as Debt for Tax . It is the intent of the parties hereto that, for purposes of federal, state and local income and franchise tax and any other tax measured in whole or in part by income, the Class A Notes, the Class B Notes and the Class C Notes shall be treated as debt and a person purchasing such Notes agrees to treat such Notes as debt for such purposes.

SECTION 8.10. Deemed Consent . The Series 20[ ]-[ ] Noteholders will be deemed to have consented to any amendment to any Related Document that changes the definition of “Rating Agency Condition” in such Related Document to match the definition of “Rating Agency Condition” in this Indenture Supplement.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the undersigned have caused this Indenture Supplement to be duly executed and delivered by their respective duly authorized officers on the day and year first above written.

GE CAPITAL CREDIT CARD MASTER NOTE TRUST, as Issuer

By:		BNY Mellon Trust of Delaware, not in its individual capacity, but solely as Trustee on behalf of Issuer

By:
	Name:
	Title:

DEUTSCHE BANK TRUST COMPANY AMERICAS, as Indenture Trustee

By: DEUTSCHE BANK NATIONAL TRUST COMPANY

By:
	Name:
	Title:

By:
	Name:
	Title:

S- 1

Indenture Supplement
Series 20[ ]-[ ]

EXHIBIT A-1

FORM OF CLASS A SERIES 20[ ]-[ ] [FLOATING RATE] [ %] ASSET BACKED NOTE

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF COVENANTS AND AGREES THAT IT WILL NOT AT ANY TIME DIRECTLY OR INDIRECTLY INSTITUTE OR CAUSE TO BE INSTITUTED AGAINST THE ISSUER ANY BANKRUPTCY, REORGANIZATION, ARRANGEMENT, INSOLVENCY OR LIQUIDATION PROCEEDING OR OTHER PROCEEDING UNDER ANY FEDERAL OR STATE BANKRUPTCY LAW UNLESS NOTEHOLDERS OF NOT LESS THAN 66⅔% OF THE OUTSTANDING PRINCIPAL AMOUNT OF EACH CLASS OF EACH SERIES HAS APPROVED SUCH FILING AND IT WILL NOT DIRECTLY OR INDIRECTLY INSTITUTE OR CAUSE TO BE INSTITUTED AGAINST THE TRANSFEROR ANY BANKRUPTCY, REORGANIZATION, ARRANGEMENT, INSOLVENCY OR LIQUIDATION PROCEEDING OR OTHER PROCEEDING UNDER ANY FEDERAL OR STATE BANKRUPTCY LAW IN ANY INSTANCE; PROVIDED , THAT THE FOREGOING SHALL NOT IN ANY WAY LIMIT THE NOTEHOLDER’S RIGHTS TO PURSUE ANY OTHER CREDITOR RIGHTS OR REMEDIES THAT THE NOTEHOLDERS MAY HAVE FOR CLAIMS AGAINST THE ISSUER.

THE HOLDER OF THIS CLASS A NOTE, BY ACCEPTANCE OF THIS NOTE, AND EACH HOLDER OF A BENEFICIAL INTEREST THEREIN, AGREE TO TREAT THE CLASS A NOTES AS INDEBTEDNESS OF THE ISSUER FOR APPLICABLE FEDERAL, STATE, AND LOCAL INCOME AND FRANCHISE TAX LAW AND FOR PURPOSES OF ANY OTHER TAX IMPOSED ON, OR MEASURED BY, INCOME.

Exhibit A-1 (Page 1 )

PLAN ASSETS OF A PLAN DESCRIBED IN (A) OR (B) ABOVE (EACH, A “BENEFIT PLAN”) OR (D) A GOVERNMENTAL PLAN, CHURCH PLAN OR NON-U.S. PLAN THAT IS SUBJECT TO ANY APPLICABLE LAW THAT IS SUBSTANTIALLY SIMILAR TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) OR (II) ITS ACQUISITION, CONTINUED HOLDING AND DISPOSITION OF THIS NOTE WILL NOT RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION OF ANY SIMILAR LAW. BENEFIT PLANS MAY NOT ACQUIRE THIS NOTE AT ANY TIME THAT THIS NOTE DOES NOT HAVE A CURRENT INVESTMENT GRADE RATING FROM A NATIONALLY RECOGNIZED STATISTICAL RATING ORGANIZATION.

Exhibit A-1 (Page 2 )

REGISTERED
No. R-

$
CUSIP NO.

GE CAPITAL CREDIT CARD
MASTER NOTE TRUST SERIES 20[ ]-[ ]

CLASS A SERIES 20[ ]-[ ] [FLOATING RATE] [ %] ASSET BACKED NOTE

GE Capital Credit Card Master Note Trust (herein referred to as the “Issuer” or the “Trust”), a Delaware statutory trust governed by a Trust Agreement dated as of September 25, 2003, for value received, hereby promises to pay to Cede & Co., or registered assigns, subject to the following provisions, the principal sum of DOLLARS, or such greater or lesser amount as determined in accordance with the Indenture, on the [ ] Payment Date, except as otherwise provided below or in the Indenture. The Issuer will pay interest on the unpaid principal amount of this Note at the Class A Note Interest Rate on each Payment Date until the Final Payment Date (which is the earlier to occur of (a) the Payment Date on which the Note Principal Balance is paid in full, (b) the date on which the Collateral Amount is reduced to zero and (c) the [ ] Payment Date). Interest on this Note will accrue for each Payment Date from and including the most recent Payment Date on which interest has been paid to but excluding such Payment Date or, for the initial Payment Date, from and including the Closing Date to but excluding such Payment Date. Interest will be computed on the basis of a 360-day year [and the actual number of days elapsed] [of twelve 30-day months]. Principal of this Note shall be paid in the manner specified in the Indenture Supplement referred to on the reverse hereof.

The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.

Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note.

Unless the certificate of authentication hereon has been executed by or on behalf of the Indenture Trustee, by manual signature, this Note shall not be entitled to any benefit under the Indenture or the Indenture Supplement referred to on the reverse hereof, or be valid for any purpose.

Exhibit A-1 (Page 3 )

IN WITNESS WHEREOF, the Issuer has caused this Class A Note to be duly executed.

	GE CAPITAL CREDIT CARD MASTER NOTE TRUST, as Issuer

	By:	BNY Mellon Trust of Delaware,
		not in its individual capacity but solely as
		Trustee on behalf of Issuer

	By:
		Name:
		Title:

Dated: ,

Exhibit A-1 (Page 4 )

INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Class A Notes described in the within-mentioned Indenture.

	DEUTSCHE BANK TRUST COMPANY AMERICAS, as Indenture Trustee

	By:
		Authorized Signatory

Exhibit A-1 (Page 5 )

GE CAPITAL CREDIT CARD
MASTER NOTE TRUST SERIES 20[ ]-[ ]

CLASS A SERIES 20[ ]-[ ] [FLOATING RATE] [ %] ASSET BACKED NOTE

Summary of Terms and Conditions

This Class A Note is one of a duly authorized issue of Notes of the Issuer, designated as GE Capital Credit Card Master Note Trust, Series 20[ ]-[ ] (the “ Series 20[ ]-[ ] Notes ”), issued under a Master Indenture dated as of September 25, 2003 (as amended, the “ Master Indenture ”), between the Issuer and Deutsche Bank Trust Company Americas, as indenture trustee (the “ Indenture Trustee ”), as supplemented by the Indenture Supplement dated as of [ ], 20[ ] (the “ Indenture Supplement ”), and representing the right to receive certain payments from the Issuer. The term “Indenture,” unless the context otherwise requires, refers to the Master Indenture as supplemented by the Indenture Supplement. The Notes are subject to all of the terms of the Indenture. All terms used in this Note that are defined in the Indenture shall have the meanings assigned to them in or pursuant to the Indenture. In the event of any conflict or inconsistency between the Indenture and this Note, the Indenture shall control.

The Class B Notes and the Class C Notes will also be issued under the Indenture.

The Noteholder, by its acceptance of this Note, agrees that it will look solely to the property of the Issuer allocated to the payment of this Note for payment hereunder and that neither the Owner Trustee nor the Indenture Trustee is liable to the Noteholders for any amount payable under the Notes or the Indenture or, except in the case of the Indenture Trustee as expressly provided in the Indenture, subject to any liability under the Indenture.

This Note does not purport to summarize the Indenture and reference is made to the Indenture for the interests, rights and limitations of rights, benefits, obligations and duties evidenced thereby, and the rights, duties and immunities of the Indenture Trustee.

THIS CLASS A NOTE DOES NOT REPRESENT AN OBLIGATION OF, OR AN INTEREST IN, THE ISSUER, GE CAPITAL RETAIL BANK, RFS HOLDING, L.L.C., OR ANY OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY OR INSTRUMENTALITY.

The Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee shall treat the person in whose name this Class A Note is registered as the owner hereof for all purposes, and neither the Issuer, the Indenture Trustee nor any agent of the Issuer or the Indenture Trustee shall be affected by notice to the contrary.

THIS CLASS A NOTE 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.

Exhibit A-1 (Page 6 )

ASSIGNMENT

Social Security or other identifying number of assignee

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto (name and address of assignee) the within certificate and all rights thereunder, and hereby irrevocably constitutes and appoints attorney, to transfer said certificate on the books kept for registration thereof, with full power of substitution in the premises.

Dated:				**
			Signature Guaranteed:

The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatsoever.

Exhibit A-1 (Page 7 )

EXHIBIT A-2

FORM OF CLASS B SERIES 20[ ]-[ ] [FLOATING RATE] [ %] ASSET BACKED NOTE

THE HOLDER OF THIS CLASS B NOTE, BY ACCEPTANCE OF THIS NOTE, AND EACH HOLDER OF A BENEFICIAL INTEREST THEREIN, AGREE TO TREAT THE CLASS B NOTES AS INDEBTEDNESS OF THE ISSUER FOR APPLICABLE FEDERAL, STATE, AND LOCAL INCOME AND FRANCHISE TAX LAW AND FOR PURPOSES OF ANY OTHER TAX IMPOSED ON, OR MEASURED BY, INCOME.

Exhibit A-2 (Page 1 )

PLAN ASSETS OF A PLAN DESCRIBED IN (A) OR (B) (EACH, A “BENEFIT PLAN”) ABOVE OR (D) A GOVERNMENTAL PLAN, CHURCH PLAN OR NON-U.S. PLAN THAT IS SUBJECT TO ANY APPLICABLE LAW THAT IS SUBSTANTIALLY SIMILAR TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) OR (II) ITS ACQUISITION, CONTINUED HOLDING AND DISPOSITION OF THIS NOTE WILL NOT RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION OF ANY SIMILAR LAW. BENEFIT PLANS MAY NOT ACQUIRE THIS NOTE AT ANY TIME THAT THIS NOTE DOES NOT HAVE A CURRENT INVESTMENT GRADE RATING FROM A NATIONALLY RECOGNIZED STATISTICAL RATING ORGANIZATION.

Exhibit A-2 (Page 2 )

REGISTERED
No. R-

$
CUSIP NO.

GE CAPITAL CREDIT CARD
MASTER NOTE TRUST SERIES 20[ ]-[ ]

CLASS B SERIES 20[ ]-[ ] [FLOATING RATE] [ %] ASSET BACKED NOTE

GE Capital Credit Card Master Note Trust (herein referred to as the “Issuer” or the “Trust”), a Delaware statutory trust governed by a Trust Agreement dated as of September 25, 2003, for value received, hereby promises to pay to ____________, or registered assigns, subject to the following provisions, the principal sum of DOLLARS, or such greater or lesser amount as determined in accordance with the Indenture, on the [ ] Payment Date, except as otherwise provided below or in the Indenture. The Issuer will pay interest on the unpaid principal amount of this Note at the Class B Note Interest Rate on each Payment Date until the Final Payment Date (which is the earlier to occur of (a) the Payment Date on which the Note Principal Balance is paid in full, (b) the date on which the Collateral Amount is reduced to zero and (c) the [ ] Payment Date). Interest on this Note will accrue for each Payment Date from and including the most recent Payment Date on which interest has been paid to but excluding such Payment Date or, for the initial Payment Date, from and including the Closing Date to but excluding such Payment Date. Interest will be computed on the basis of a 360-day year [and the actual number of days elapsed] [of twelve 30-day months]. Principal of this Note shall be paid in the manner specified in the Indenture Supplement referred to on the reverse hereof.

The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.

Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note.

THIS CLASS B NOTE IS SUBORDINATED TO THE EXTENT NECESSARY TO FUND PAYMENTS ON THE CLASS A NOTES TO THE EXTENT SPECIFIED IN THE INDENTURE SUPPLEMENT.

Exhibit A-2 (Page 3 )

IN WITNESS WHEREOF, the Issuer has caused this Class B Note to be duly executed.

	GE CAPITAL CREDIT CARD MASTER NOTE TRUST, as Issuer

	By:	BNY Mellon Trust of Delaware,
		not in its individual capacity but solely as
		Trustee on behalf of Issuer

	By:
		Name:
		Title:

Dated: ,

Exhibit A-2 (Page 4 )

INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Class B Notes described in the within-mentioned Indenture.

	DEUTSCHE BANK TRUST COMPANY AMERICAS, as Indenture Trustee

	By:
		Name:
		Title:

Exhibit A-2 (Page 5 )

GE CAPITAL CREDIT CARD
MASTER NOTE TRUST SERIES 20[ ]-[ ]

CLASS B SERIES 20[ ]-[ ] [FLOATING RATE] [ %] ASSET BACKED NOTE

Summary of Terms and Conditions

This Class B Note is one of a duly authorized issue of Notes of the Issuer, designated as GE Capital Credit Card Master Note Trust, Series 20[ ]-[ ] (the “ Series 20[ ]-[ ] Notes ”), issued under a Master Indenture dated as of September 25, 2003 (as amended, the “ Master Indenture ”), between the Issuer and Deutsche Bank Trust Company Americas, as indenture trustee (the “ Indenture Trustee ”), as supplemented by the Indenture Supplement dated as of [ ], 20[ ] (the “ Indenture Supplement ”), and representing the right to receive certain payments from the Issuer. The term “Indenture,” unless the context otherwise requires, refers to the Master Indenture as supplemented by the Indenture Supplement. The Notes are subject to all of the terms of the Indenture. All terms used in this Note that are defined in the Indenture shall have the meanings assigned to them in or pursuant to the Indenture. In the event of any conflict or inconsistency between the Indenture and this Note, the Indenture shall control.

The Class A Notes and the Class C Notes will also be issued under the Indenture.

THIS CLASS B NOTE DOES NOT REPRESENT AN OBLIGATION OF, OR AN INTEREST IN, THE ISSUER, GE CAPITAL RETAIL BANK, RFS HOLDING, L.L.C., OR ANY OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY OR INSTRUMENTALITY.

The Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee shall treat the person in whose name this Class B Note is registered as the owner hereof for all purposes, and neither the Issuer, the Indenture Trustee nor any agent of the Issuer or the Indenture Trustee shall be affected by notice to the contrary.

THIS CLASS B NOTE 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.

Exhibit A-2 (Page 6 )

ASSIGNMENT

Social Security or other identifying number of assignee

Dated:				**
			Signature Guaranteed:

Exhibit A-2 (Page 7 )

EXHIBIT A-3

FORM OF CLASS C SERIES 20[ ]-[ ] [FLOATING RATE] [ %] ASSET BACKED NOTE

THE HOLDER OF THIS CLASS C NOTE, BY ACCEPTANCE OF THIS NOTE, AND EACH HOLDER OF A BENEFICIAL INTEREST THEREIN, AGREE TO TREAT THE CLASS C NOTES AS INDEBTEDNESS OF THE ISSUER FOR APPLICABLE FEDERAL, STATE, AND LOCAL INCOME AND FRANCHISE TAX LAW AND FOR PURPOSES OF ANY OTHER TAX IMPOSED ON, OR MEASURED BY, INCOME.

Exhibit A-3 (Page 1 )

Exhibit A-3 (Page 2 )

REGISTERED
No. R-

$
CUSIP NO.

GE CAPITAL CREDIT CARD
MASTER NOTE TRUST SERIES 20[ ]-[ ]

CLASS C SERIES 20[ ]-[ ] [FLOATING RATE] [ %] ASSET BACKED NOTE

GE Capital Credit Card Master Note Trust (herein referred to as the “Issuer” or the “Trust”), a Delaware statutory trust governed by a Trust Agreement dated as of September 25, 2003, for value received, hereby promises to pay to ____________, or registered assigns, subject to the following provisions, the principal sum of DOLLARS, or such greater or lesser amount as determined in accordance with the Indenture, on the [ ] Payment Date, except as otherwise provided below or in the Indenture. The Issuer will pay interest on the unpaid principal amount of this Note at the Class C Note Interest Rate on each Payment Date until the Final Payment Date (which is the earlier to occur of (a) the Payment Date on which the Note Principal Balance is paid in full, (b) the date on which the Collateral Amount is reduced to zero and (c) the [ ] Payment Date). Interest on this Note will accrue for each Payment Date from and including the most recent Payment Date on which interest has been paid to but excluding such Payment Date or, for the initial Payment Date, from and including the Closing Date to but excluding such Payment Date. Interest will be computed on the basis of a 360-day year [and the actual number of days elapsed] [of twelve 30-day months]. Principal of this Note shall be paid in the manner specified in the Indenture Supplement referred to on the reverse hereof.

The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.

Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note.

THIS CLASS C NOTE IS SUBORDINATED TO THE EXTENT NECESSARY TO FUND PAYMENTS ON THE CLASS A NOTES AND THE CLASS B NOTES TO THE EXTENT SPECIFIED IN THE INDENTURE SUPPLEMENT.

Exhibit A-3 (Page 3 )

IN WITNESS WHEREOF, the Issuer has caused this Class C Note to be duly executed.

	GE CAPITAL CREDIT CARD MASTER NOTE TRUST, as Issuer

	By:	BNY Mellon Trust of Delaware, not in its individual capacity but solely as
		Trustee on behalf of Issuer

	By:
		Name:
		Title:

Dated: ,

Exhibit A-3 (Page 4 )

INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Class C Notes described in the within-mentioned Indenture.

	DEUTSCHE BANK TRUST COMPANY AMERICAS, as Indenture Trustee

	By:
		Name:
		Title:

Exhibit A-3 (Page 5 )

GE CAPITAL CREDIT CARD
MASTER NOTE TRUST SERIES 20[ ]-[ ]

CLASS C SERIES 20[ ]-[ ] [FLOATING RATE] [ %] ASSET BACKED NOTE

Summary of Terms and Conditions

This Class C Note is one of a duly authorized issue of Notes of the Issuer, designated as GE Capital Credit Card Master Note Trust, Series 20[ ]-[ ] (the “ Series 20[ ]-[ ] Notes ”), issued under a Master Indenture dated as of September 25, 2003 (as amended, the “ Master Indenture ”), between the Issuer and Deutsche Bank Trust Company Americas, as indenture trustee (the “ Indenture Trustee ”), as supplemented by the Indenture Supplement dated as of [ ], 20[ ] (the “ Indenture Supplement ”), and representing the right to receive certain payments from the Issuer. The term “Indenture,” unless the context otherwise requires, refers to the Master Indenture as supplemented by the Indenture Supplement. The Notes are subject to all of the terms of the Indenture. All terms used in this Note that are defined in the Indenture shall have the meanings assigned to them in or pursuant to the Indenture. In the event of any conflict or inconsistency between the Indenture and this Note, the Indenture shall control.

The Class A Notes and the Class B Notes will also be issued under the Indenture.

THIS CLASS C NOTE DOES NOT REPRESENT AN OBLIGATION OF, OR AN INTEREST IN, THE ISSUER, GE CAPITAL RETAIL BANK, RFS HOLDING, L.L.C., OR ANY OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY OR INSTRUMENTALITY.

The Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee shall treat the person in whose name this Class C Note is registered as the owner hereof for all purposes, and neither the Issuer, the Indenture Trustee nor any agent of the Issuer or the Indenture Trustee shall be affected by notice to the contrary.

THIS CLASS C NOTE 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.

Exhibit A-3 (Page 6 )

ASSIGNMENT

Social Security or other identifying number of assignee

Dated:				**
			Signature Guaranteed:

Exhibit A-3 (Page 7 )

EXHIBIT B

FORM OF MONTHLY NOTEHOLDER’S STATEMENT

Monthly Noteholder’s Statement

GE Capital Credit Card Master Note Trust

Series 20[ ]-[ ]

Class A [ ]% Notes

Class B [ ]% Notes

Class C [ ]% Notes

Pursuant to the Master Indenture, dated as of September 25, 2003 (as amended and supplemented, the " Indenture ") between GE Capital Credit Card Master Note Trust (the " Issuer ") and Deutsche Bank Trust Company Americas, as indenture trustee (the " Indenture Trustee "), as supplemented by the Series 20[ ]-[ ] Indenture Supplement (the " Indenture Supplement "), dated as of [ ], 20[ ], between the Issuer and the Indenture Trustee, the Issuer is required to prepare, or cause the Servicer to prepare, certain information each month regarding current distributions to the Series 20[ ]-[ ] Noteholders and the performance of the Trust during the previous month. The information required to be prepared with respect to the Payment Date of [ l ], 20[ l ], and with respect to the performance of the Trust during the Monthly Period ended [ l ], 20[ l ] is set forth below. Capitalized terms used herein are defined in the Indenture and the Indenture Supplement. The Discount Percentage (as defined in the Transfer Agreement) remains at 0% for all the Receivables in the Trust until otherwise indicated. The undersigned, an Authorized Officer of the Servicer, does hereby certify as follows:

Record Date:	[ l ], 20[ l ]
Monthly Period Beginning:	[ l ], 20[ l ]
Monthly Period Ending:	[ l ], 20[ l ]
Previous Payment Date:	[ l ], 20[ l ]
Payment Date:	[ l ], 20[ l ]
Interest Period Beginning:	[ l ], 20[ l ]
Interest Period Ending:	[ l ], 20[ l ]
Days in Monthly Period:	[ l ]
Days in Interest Period:	[ l ]
Is there a Reset Date?	[No][Yes]

Trust Receivables Information

Number of Accounts Beginning

Number of Accounts Ending

Average Account Balance (q / b)

BOP Principal Receivables

BOP Finance Charge Receivables

Exhibit B (Page 1 )

BOP Total Receivables

Increase in Principal Receivables from Additional Accounts

Increase in Principal Activity on Existing Securitized Accounts

Increase in Finance Charge Receivables from Additional Accounts

Increase in Finance Charge Activity on Existing Securitized Accounts

Increase in Total Receivables

Decrease in Principal Receivables due to Account Removal

Decrease in Principal Activity on Existing Securitized Accounts

Decrease in Finance Charge Receivables due to Account Removal

Decrease in Finance Charge Activity on Existing Securitized Accounts

Decrease in Total Receivables

EOP Aggregate Principal Receivables

EOP Finance Charge Receivables

EOP Total Receivables

Excess Funding Account Balance

Required Principal Balance

Minimum Free Equity Amount (EOP Aggregate Principal Receivables * [ ]%)

Free Equity Amount (EOP Principal Receivables - EOP Collateral Amount (II.c.ii+II.a.ii+II.b.iii))

II.

Investor Information (Trust Level)

Note Principal Balance (Sum of all Series)

Beginning of Interest Period

ii.

Increase in Note Principal Balance due to New Issuance

iii.

Decrease in Note Principal Balance due to Principal Paid

iv.

As of Payment Date

Excess Collateral Amount (Sum of all Series)

Beginning of Interest Period

ii.

Increase in Additional Enhancement Amount

iii.

Increase in Excess Collateral Amount due to New Issuance

iv.

Reductions in Required Excess Collateral Amount

Increase in Unreimbursed Investor Charge-Off

vi.

Decrease in Unreimbursed Investor Charge-Off

vii.

Increase in Unreimbursed Reallocated Principal Collections

viii.

Decrease in Unreimbursed Reallocated Principal Collections

ix.

As of Payment Date

Exhibit B (Page 2 )

Collateral Amount (Sum of all Series)

End of Prior Monthly Period

ii.

Beginning of Interest Period (a.i + b.i)

III.

Trust Performance Data (Monthly Period)

Gross Trust Yield (Finance Charge Collections + Recoveries / BOP Principal Receivables)

Current

ii.

Prior Monthly Period

iii.

Two Months Prior Monthly Period

iv.

Three-Month Average

Payment Rate (Principal Collections / BOP Principal Receivables)

Current

ii.

Prior Monthly Period

iii.

Two Months Prior Monthly Period

iv.

Three-Month Average

Gross Charge-Off Rate excluding Fraud (Default Amount for Defaulted Accounts – Fraud Amount / BOP Principal Receivables)

Current

ii.

Prior Monthly Period

iii.

Two Months Prior Monthly Period

iv.

Three-Month Average

Charge-Off Rate (Default Amount for Defaulted Accounts / BOP Principal Receivables)

Net Charge-Off Rate excluding Fraud (Default Amount for Defaulted Accounts – Recoveries – Fraud Amount / BOP Principal Receivables

Current

ii.

Prior Monthly Period

iii.

Two Months Prior Monthly Period

iv.

Three-Month Average

Net Charge-Off Rate (Default Amount for Defaulted Accounts – Recoveries / BOP Principal Receivables)

Default Amount for Defaulted Accounts

Recoveries

Collections

Total Trust Finance Charge Collections

ii.

Total Trust Principal Collections

iii.

Total Trust Collections

Exhibit B (Page 3 )

Delinquency Data

Percentage

Amount

1-29 Days Delinquent

ii.

30-59 Days Delinquent

iii.

60-89 Days Delinquent

iv.

90-119 Days Delinquent

120-149 Days Delinquent

vi.

150 or Greater Days Delinquent

IV.

Series Performance Data

Portfolio Yield (Finance Charge Collections + Recoveries – Aggregate Investor Default Amount + PAA Inv Proceeds / BOP Collateral)

Current

ii.

Prior Monthly Period

iii.

Two Months Prior Monthly Period

iv.

Three-Month Average

Base Rate (Noteholder Servicing Fee + Admin Fee + Monthly Interest / BOP Collateral)

Current

ii.

Prior Monthly Period

iii.

Two Months Prior Monthly Period

iv.

Three-Month Average

Excess Spread Percentage (Portfolio Yield – Base Rate)

Current

ii.

Prior Monthly Period

iii.

Two Months Prior Monthly Period

iv.

Quarterly Excess Spread Percentage

Investor Information Regarding Distributions to Noteholders

The total amount of the distribution to Class A Noteholders per $1000 Note Initial Principal Balance.

The amount of the distribution set forth in paragraph a. above in respect of interest on the Class A Notes, per $1000 Note Initial Principal Balance.

The amount of the distribution set forth in paragraph a. above in respect of principal on the Class A Notes, per $1000 Note Initial Principal Balance.

The total amount of the distribution to Class B Noteholders per $1000 Note Initial Principal Balance.

The amount of the distribution set forth in paragraph d. above in respect of interest on the Class B Notes, per $1000 Note Initial Principal Balance.

Exhibit B (Page 4 )

The amount of the distribution set forth in paragraph d. above in respect of principal on the Class B Notes, per $1000 Note Initial Principal Balance.

The total amount of the distribution to Class C Noteholders per $1000 Note Initial Principal Balance.

The amount of the distribution set forth in paragraph g. above in respect of interest on the Class C Notes, per $1000 Note Initial Principal Balance.

The amount of the distribution set forth in paragraph g. above in respect of principal on the Class C Notes, per $1000 Note Initial Principal Balance.

VI.

Investor Information

Class A Note Initial Principal Balance

Class B Note Initial Principal Balance

Class C Note Initial Principal Balance

Initial Excess Collateral Amount

Initial Collateral Amount

Class A Note Principal Balance

Beginning of Interest Period

ii.

Principal Payment

iii.

As of Payment Date

Class B Note Principal Balance

Beginning of Interest Period

ii.

Principal Payment

iii.

As of Payment Date

Class C Note Principal Balance

Beginning of Interest Period

ii.

Principal Payment

iii.

As of Payment Date

Excess Collateral Amount

Beginning of Interest Period

ii.

Reduction in Excess Collateral Amount

iii.

As of Payment Date

Collateral Amount

Beginning of Interest Period

ii.

Increase/Decrease in Unreimbursed Investor Charge-Offs

iii.

Increase/Decrease in Reallocated Principal Collections

iv.

Reduction in Excess Collateral Amount

Principal Accumulation Account Deposit

vi.

As of Payment Date

Exhibit B (Page 5 )

vii.

Collateral Amount as a Percentage of Note Trust Principal Balance

viii.

Amount by which Note Principal Balance exceeds Collateral Amount

Required Excess Collateral Amount

VII.

Investor Charge-Offs and Reallocated Principal Collections
(Section references relate to Indenture Supplement)

Beginning Unreimbursed Investor Charge-Offs

Current Unreimbursed Investor Defaults

Current Unreimbursed Investor Uncovered Dilution Amount

Current Reimbursement of Investor Charge-Offs pursuant to Section 4.4(a)(vii)

Ending Unreimbursed Investor Charge-Offs

Beginning Unreimbursed Reallocated Principal Collections

Current Reallocated Principal Collections pursuant to Section 4.7

Current Reimbursement of Reallocated Principal Collections pursuant to Section 4.4(a)(vii)

Ending Unreimbursed Reallocated Principal Collections

VIII.

Investor Percentages –BOP Balance and Series Account Information

Allocation Percentage Numerator – for Finance Charge Collections and Default Amounts

Allocation Percentage Numerator – for Principal Collections

Allocation Percentage Denominator

Aggregate Principal Receivables Balance as of Prior Monthly Period

ii.

Number of Days at Balance

iii.

Average Principal Balance

Sum of Allocation Percentage Numerators for all outstanding Series with respect to Finance Charge Collections and Default Amounts

Sum of Allocation Percentage Numerators for all outstanding Series with respect to Principal Collections

Allocation Percentage, Finance Charge Collections and Default Amount (a./greater of c.iii. or d.)

Allocation Percentage, Principal Collections (b./ greater of c.iii. or e.)

Series Allocation Percentage

IX.

Collections and Allocations

				Trust		Series
	a.	Finance Charge Collections

Exhibit B (Page 6 )

Recoveries

Principal Collections

Default Amount

Dilution

Investor Uncovered Dilution Amount

Dilution including Fraud Amount

Available Finance Charge Collections

Investor Finance Charge Collections

ii.

Excess Finance Charge Collections allocable to Series 20[ ]-[ ]

iii.

Principal Accumulation Account Investment Proceeds

iv.

Investment earnings in the Reserve Account

Reserve Account Draw Amount

vi.

Recoveries

Available Finance Charge Collections (Sum of g.i through g.vii)

Total Collections (to Series)

Total Finance Charge Collections deposited in the Collection Account (net of any amounts distributed to Transferor and owed to Servicer)

Application of Available Funds pursuant to Section 4.4(a) of the Indenture Supplement

Available Finance Charge Collections

On a pari passu basis:

Payment to the Indenture Trustee, to a maximum of $25,000

Payment to the Trustee, to a maximum of $25,000

Payment to the Administrator, to a maximum of $25,000

ii.

To the Servicer:

Noteholder Servicing Fee

Noteholder Servicing Fee previously due but not paid

Total Noteholder Servicing Fee

iii.

On a pari passu basis:

Class A Monthly Interest

Class A Deficiency Amount

Class A Additional Interest

Class A Additional Interest not paid on prior Payment Date

iv.

On a pari passu basis:

Class B Monthly Interest

Class B Deficiency Amount

Class B Additional Interest

Exhibit B (Page 7 )

Class B Additional Interest not paid on prior Payment Date

On a pari passu basis:

Class C Monthly Interest

Class C Deficiency Amount

Class C Additional Interest

Class C Additional Interest not paid on prior Payment Date

vi.

To be treated as Available Principal Collections

Aggregate Investor Default Amount

Aggregate Investor Uncovered Dilution Amount

vii.

To be treated as Available Principal Collections, to the extent not previously reimbursed

Investor Charge-offs

Reallocated Principal Collections

viii.

Excess of Required Reserve Account Amount Over Available Reserve Account Amount

ix.

Amounts required to be deposited to the Spread Account

To be treated as Available Principal Collections: Series Allocation Percentage of Minimum Free Equity Shortfall

xi.

On a pari passu basis:

Partial or early termination or other additional amount owed to Class A Swap Counterparty

Partial or early termination or other additional amount owed to Class B Swap Counterparty

Partial or early termination or other additional amount owed to Class C Swap Counterparty

xii.

Unless an Early Amortization Event has occurred, amounts that have not been paid pursuant to (a)(i) above

xiii.

The balance, if any, will constitute a portion of Excess Finance Charge Collections for such Payment Date and first will be available for allocation to other Series in Group One and, then:

Unless an Early Amortization Event has occurred, to the Transferor; and

Exhibit B (Page 8 )

If an Early Amortization Event has occurred, first, to pay Monthly Principal in accordance with Section 4.4(c) of the Indenture to the extent not paid in full from Available Principal Collections (calculated without regard to amounts available to be treated as Available Principal Collections pursuant to this clause), second, to pay on a pari passu basis any amounts owed to such Persons listed in clause (a)(i) above that have been allocated to Series 20[ ]-[ ] in accordance with Section 8.4(d) of the Indenture and that have not been paid pursuant to clauses (a)(i) and (a)(xi) above, and, third, any amounts remaining after payment in full of the Monthly Principal and amounts owed to such Persons listed in clause (a)(i) above shall be paid to the Issuer.

XI.

Excess Finance Charge Collections (Group One)


	a.	Total Excess Finance Charge Collections in Group One

	b.	Finance Charge Shortfall for Series 20[ ]-[ ]

	c.	Finance Charge Shortfall for all Series in Group One

Excess Finance Charges Collections Allocated to Series 20[ ]-[ ]

XII.

Available Principal Collections and Distributions (Section references relate to Indenture Supplement)

	a.	Investor Principal Collections

	b.	Less: Reallocated Principal Collections for the Monthly Period pursuant to Section 4.7

	c.	Plus: Shared Principal Collections allocated to this Series

	d.	Plus: Aggregate amount to be treated as Available Principal Collections pursuant to Section 4.4(a)(vi)

	e.	Plus: Aggregate amount to be treated as Available Principal Collections pursuant to Section 4.4(a)(vii)

	f.	Plus: During an Early Amortization Period, the amount of Available Finance Charge Collections used to pay principal on the Notes pursuant to Section 4.4(a)(xiii)

Available Principal Collections (Deposited to Principal Account)

During the Revolving Period, Available Principal Collections treated as Shared Principal Collections Pursuant to Section 4.4(b)

ii.

During the Controlled Accumulation Period, Available Principal Collections deposited to the Principal Accumulation Account pursuant to Section 4.4(c)(i), (ii)

Exhibit B (Page 9 )

iii.

During the Early Amortization Period, Available Principal Collections deposited to the Distribution Account pursuant to Section 4.4(c)

iv.

Series Shared Principal Collections available to Group One pursuant to Section 4.4(c)(iii)

Principal Distributions pursuant to Section 4.4(e) in order of priority

Principal paid to Class A Noteholders

Principal paid to Class B Noteholders

Principal paid to Class C Noteholders

vi.

Total Principal Collections Available to Share (Inclusive of Series 20[ ]-[ ])

vii.

Series Principal Shortfall

viii.

Shared Principal Collections allocated to this Series from other Series

XIII.

Series 20[ ]-[ ] Accumulation

Controlled Accumulation Period Length in months (scheduled)

Controlled Accumulation Amount

Controlled Deposit Amount

Accumulation Shortfall

Principal Accumulation Account Balance

Beginning of Interest Period

ii.

Controlled Deposit Amount

iii.

Withdrawal for Principal Payment

iv.

As of Payment Date

XIV.

Reserve Account Funding (Section references relate to Indenture Supplement)

Reserve Account Funding Date (scheduled)

Required Reserve Account Amount (0.50% of Note Principal Balance beginning on Reserve Account Funding Date)

Beginning Available Reserve Account Amount

Reserve Draw Amount

Deposit pursuant to 4.4(a)(viii) the excess of b. over c.

Withdrawal for Reserve Account Surplus paid to Transferor pursuant to Section 4.10(d)

Withdrawal for Reserve Account Surplus paid to Transferor pursuant to Section 4.10(e)

Ending Available Reserve Account Amount

Exhibit B (Page 10 )

XV.

Spread Account Funding (Section references relate to Indenture Supplement)

Spread Account Percentage

Required Spread Account Amount

Beginning Available Spread Account Amount

Withdrawal pursuant to 4.11(a) – Section 4.4(a)(v) Shortfall

Withdrawal pursuant to 4.11(b) – Class C Expected Principal Payment Date

Withdrawal pursuant to 4.11(c) – Early Amortization Event

Withdrawal pursuant to 4.11(d) – Event of Default

Deposit pursuant to 4.4(a)(ix) – Spread Account Deficiency

Withdrawal pursuant to 4.11(f) – Spread Account Surplus Amount

Ending Available Spread Account Amount

XVI.

Series Early Amortization Events


	a.	The Free Equity Amount is less than the Minimum Free Equity Amount

Free Equity:

Free Equity Amount

ii.

Minimum Free Equity Amount

iii.

Excess Free Equity Amount

The Note Trust Principal Balance is less than the Required Principal Balance Note Trust Principal Balance:

Note Trust Principal Balance

ii.

Required Principal Balance

iii.

Excess Principal Balance

The three-month Average Portfolio Yield is less than three-month average Base Rate Portfolio Yield:

Three month Average Portfolio Yield

ii.

Three month Average Base Rate

iii.

Three Month Average Excess Spread

The Note Principal Balance is outstanding beyond the Expected Principal Payment Date

Exhibit B (Page 11 )

Expected Principal Payment Date

ii.

Current Payment Date

Are there any material modifications, extensions or waivers to pool asset terms, fees penalties or payments?

Are there any material breaches or pool of assets representations and warranties or covenants?

Are there any material changes in criteria used to originate, acquire, or select new pool assets?

Has an early amortization event occurred?

IN WITNESS WHEREOF, the undersigned has duly executed this Monthly Noteholder's Statement as of the ___ day of _____________.

	GENERAL ELECTRIC CAPITAL CORPORATION, as Servicer

		By:
		Name:
		Title:

Exhibit B (Page 12 )

SCHEDULE I

PERFECTION REPRESENTATIONS, WARRANTIES
AND COVENANTS (WITH RESPECT TO RECEIVABLES)

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

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

(2) The Receivables constitute either “accounts” or “general intangibles” within the meaning of the applicable UCC.

(3) The Issuer owns and has good and marketable title to the Receivables free and clear of any Lien, claim or encumbrance of any Person.

(4) There are no consents or approvals required for the pledge of the Receivables to the Indenture Trustee pursuant to the Indenture.

(5) The Issuer (or the Administrator on behalf of the Issuer) has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest granted to the Indenture Trustee under the Indenture in the Receivables.

(6) Other than the pledge of the Receivables to the Indenture Trustee pursuant to the Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed the Receivables. The Issuer has not authorized the filing of and is not aware of any financing statements against the Issuer that include a description of the Receivables, except for the financing statement filed pursuant to the Indenture.

(7) Notwithstanding any other provision of the Indenture, the representations and warranties set forth in this Schedule I shall be continuing, and remain in full force and effect, until such time as the Series 20[ ]-[ ] Notes are retired.

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

(c) The Issuer covenants that in order to evidence the interests of the Issuer and the Indenture Trustee under the Indenture, the Issuer shall take such action, or execute and deliver such instruments as may be necessary or advisable (including, without limitation, such actions as are requested by the Indenture Trustee) to maintain and perfect, as a first priority interest, the Indenture Trustee’s security interest in the Receivables.

Schedule I (Page 1 )

[SCHEDULE II]

[PERFECTION REPRESENTATIONS, WARRANTIES
AND COVENANTS (WITH RESPECT TO NET SWAP RECEIPTS)]

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

(1) The Indenture creates a valid and continuing security interest (as defined in the applicable UCC) in the Net Swap Receipts in favor of the Indenture Trustee, which security interest is prior to all other Liens, and is enforceable as such against creditors of and purchasers from Issuer.

(2) The Net Swap Receipts constitute “general intangibles” within the meaning of the applicable UCC.

(3) The Issuer owns and has good and marketable title to the Net Swap Receipts free and clear of any Lien, claim or encumbrance of any Person.

(4) There are no consents or approvals required by the terms of the Class A Swap, Class B Swap or Class C Swap for the pledge of the Net Swap Receipts to the Indenture Trustee pursuant to the Indenture.

(6) Other than the pledge of the Net Swap Receipts to the Indenture Trustee pursuant to the Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed the Net Swap Receipts. The Issuer has not authorized the filing of and is not aware of any financing statements against the Issuer that include a description of the Net Swap Receipts, except for the financing statement filed pursuant to the Indenture.

(7) Notwithstanding any other provision of the Indenture, the representations and warranties set forth in this Schedule II shall be continuing, and remain in full force and effect, until such time as the Series [200_-_] Notes are retired.

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

Schedule II (Page 1 )

Exhibit 5.1

Mayer Brown LLP

71 South Wacker Drive
Chicago, Illinois 60606-4637

Main Tel (312) 782-0600
Main Fax (312) 701-7711

www.mayerbrown.com

May 16, 2012

RFS Holding, L.L.C.
777 Long Ridge Road

Stamford, Connecticut 06927

Re:

RFS Holding, L.L.C.

Registration Statement on Form S-3

We have acted as special counsel to RFS Holding, L.L.C., a Delaware limited liability company (“ RFSHL ”) in connection with the preparation of the Registration Statement on Form S-3 (the “ Registration Statement ”) and the related base prospectus (the “ Base Prospectus ”) and the form of prospectus supplement (together with the Base Prospectus, the “ Prospectus ”) filed by RFSHL with the Securities and Exchange Commission (the “ Commission ”) on the date hereof under the Securities Act of 1933, as amended (the “ Act ”), registering asset-backed notes to be issued pursuant to the Master Indenture, dated as of September 25, 2003, as amended by the Omnibus Amendment to Securitization Documents, dated as of February 9, 2004, and as further amended by the Second Amendment to Master Indenture, dated as of June 17, 2004, the Third Amendment to Master Indenture, dated as of August 31, 2006, the Fourth Amendment to Master Indenture, dated as of June 28, 2007, the Fifth Amendment to Master Indenture, dated as of May 22, 2008, and the Sixth Amendment to Master Indenture, dated as of August 7, 2009 (as so amended, the “ Master Indenture ”), between GE Capital Credit Card Master Note Trust (the “ Note Trust ”) and Deutsche Bank Trust Company Americas, as indenture trustee (the “ Indenture Trustee ”), as supplemented by a related Indenture Supplement (the “ Indenture Supplement ”, and together with the Master Indenture, the “ Indenture ”), between the Note Trust and the Indenture Trustee, substantially in the form filed as Exhibit 4.1 to the Registration Statement. Unless otherwise defined herein, all capitalized terms used herein shall have the meanings assigned to them in the Indenture.

We have examined executed copies of the Registration Statement, the Master Indenture, the Transfer Agreement, dated as of September 25, 2003, as amended by the Omnibus Amendment, and as further amended by 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, the Reassignment of Receivables in Removed Accounts and Seventh Amendment to Transfer Agreement, dated as of December 29, 2008, the Reassignment of Receivables in Removed Accounts and Eighth Amendment to Transfer Agreement, dated as of February 26, 2009, the Ninth Amendment to Transfer Agreement, dated as of March 31, 2010 and the Tenth Amendment to Transfer Agreement, dated as of March 20, 2012 (as so amended, the “ Transfer Agreement ”), between RFSHL and the Note Trust, a form of the Indenture Supplement and such other documents as we have deemed necessary for the purposes of this opinion (collectively, the “ Transaction Documents ”). We are familiar with the proceedings taken by RFSHL in connection with the authorization of the issuances and the sales of the Notes, and have examined such documents and such questions of law and fact as we have deemed necessary in order to express the opinion hereafter stated.

Mayer Brown LLP operates in combination with our associated English limited liability partnership
and Hong Kong partnership (and its associated entities in Asia) and is associated with Tauil & Chequer Advogados, a Brazilian partnership.

Mayer Brown llp

Page 2

We are opining herein as to the effect on the subject transactions of only United States federal law, the laws of the State of New York, the Limited Liability Company Act of the State of Delaware and the Delaware Statutory Trust Act and we express no opinion with respect to the applicability thereto or the effect thereon of the laws of any other jurisdiction or as to any matters of municipal law or the laws of any local agencies within any state.

We have assumed that the purchase price for each series Notes offered pursuant to the Registration Statement will be paid to RFSHL by the underwriters named in the related prospectus supplement for such Notes.

In rendering the opinions set forth herein, we have relied upon and assumed:

The genuineness of all signatures, the authenticity of all writings submitted to us as originals, the conformity to original writings of all copies submitted to us as certified or photostatic copies, and the legal competence and capacity of all natural persons;

The truth and accuracy of all certificates and representations, writings and records reviewed by us and referred to above, including the representations and warranties made in the Transaction Documents, in each case with respect to the factual matters set forth therein;

All parties to the Transaction Documents (other than RFSHL and the Note Trust) are validly existing, and in good standing under the laws of their respective jurisdictions of organization and have the requisite organizational power to enter into such Transaction Documents;

Except to the extent that we expressly opine as to any of the following matters with respect to a particular party below: (i) the execution and delivery of the Transaction Documents have been duly authorized by all necessary organizational proceedings on the part of all parties (other than RFSHL and the Note Trust) to each such document; and (ii) the Transaction Documents constitute the legal, valid and binding obligations of all such parties (other than RFSHL and the Note Trust), enforceable against such parties in accordance with their respective terms; and

Mayer Brown llp

Page 3

There are no other agreements or understandings, whether oral or written, among any or all of the parties that would alter the agreements set forth in the Transaction Documents.

On the basis of the foregoing examination and assumptions, and upon consideration of applicable law, it is our opinion that the Notes when executed, authenticated and delivered as specified in the Indenture and delivered against the payment of consideration specified in the related underwriting agreement, will be legal and binding obligations of the Note Trust, enforceable against the Note Trust in accordance with their terms.

Our opinion set forth above is subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law) and by the discretion of the court before which any proceeding therefore may be brought.

We hereby consent to the filing of this letter as part of the Registration Statement and to the references to this firm under the heading “ Legal Matters ” in the form of prospectus supplement, without admitting that we are “experts” within the meaning of the Act or the rules and regulations of the Commission issued thereunder, with respect to any part of the Registration Statement, including this opinion as an exhibit.

Very truly yours,

/s/MAYER BROWN LLP

MAYER BROWN LLP

Exhibit 8.1

Mayer Brown LLP

71 South Wacker Drive
Chicago, Illinois 60606-4637

Main Tel (312) 782-0600
Main Fax (312) 701-7711

www.mayerbrown.com

May 16, 2012

RFS Holding, L.L.C.
777 Long Ridge Road

Stamford, Connecticut 06927

Re:

RFS Holding, L.L.C.
Registration Statement on Form S-3

We have acted as special counsel for RFS Holding, L.L.C., a Delaware limited liability company (“ RFSHL ”) in connection with the preparation of the Registration Statement on Form S-3 (the “ Registration Statement ”) and the related base prospectus (the “ Base Prospectus ”) and form of prospectus supplement (together with the Base Prospectus, the “ Prospectus ”) filed by RFSHL with the Securities and Exchange Commission (the “ Commission ”) on the date hereof under the Securities Act of 1933, as amended (the “ Act ”), registering asset-backed notes (the “ Notes ”) to be issued pursuant to the Master Indenture, dated as of September 25, 2003, as amended by the Omnibus Amendment to Securitization Documents, dated as of February 9, 2004, and as further amended by the Second Amendment to Master Indenture, dated as of June 17, 2004, the Third Amendment to Master Indenture, dated as of August 31, 2006, the Fourth Amendment to Master Indenture, dated as of June 28, 2007, the Fifth Amendment to Master Indenture, dated as of May 22, 2008, and the Sixth Amendment to Master Indenture, dated as of August 7, 2009 (as so amended, the “ Master Indenture ”), between GE Capital Credit Card Master Note Trust (the “ Note Trust ”) and Deutsche Bank Trust Company Americas, as indenture trustee (the “ Indenture Trustee ”), as supplemented by a related Indenture Supplement (the “ Indenture Supplement ,” and together with the Master Indenture, the “ Indenture ”), between the Note Trust and the Indenture Trustee, substantially in the form filed as Exhibit 4.1 to the Registration Statement. Unless otherwise defined herein, all capitalized terms used but not otherwise defined herein shall have the meanings assigned in the Indenture.

Our opinion is based on our examination of the Prospectus, the Indenture and such other documents, instruments and information as we considered necessary. Our opinion is also based on (i) the assumption that neither the Indenture Trustee nor any affiliate thereof will become either the servicer or the delegee of the servicer; (ii) the assumption that all agreements relating to the creation of the Note Trust and the issuance and sale of the Notes will remain in full force and effect; (iii) the assumption that all agreements and documents required to be executed and delivered in connection with the issuance and sale of the Notes will be so executed and delivered by properly authorized persons in substantial conformity with the drafts thereof as described in the Prospectus, and the transactions contemplated to occur under such agreements and documents in fact occur in accordance with the terms thereof; and (iv) currently applicable provisions of the Internal Revenue Code of 1986, as amended, Treasury regulations promulgated and proposed thereunder, current positions of the Internal Revenue Service (the “ IRS ”) contained in published Revenue Rulings and Revenue Procedures, current administrative positions of the IRS and existing judicial decisions. This opinion is subject to the explanations and qualifications set forth under the caption “ Federal Income Tax Consequences ” in the Base Prospectus and under the heading “ Structural Summary – Tax Status ” in the form of prospectus supplement. No tax rulings will be sought from the IRS with respect to any of the matters discussed herein.

Mayer Brown LLP

Page 2

While the tax description does not purport to discuss all possible federal income tax ramifications of the purchase, ownership, and disposition of the Notes, particularly to U.S. purchasers subject to special rules under the Internal Revenue Code of 1986, as amended, based on the foregoing, as of the date hereof, we hereby adopt and confirm the statements set forth in the Base Prospectus under the heading “ Federal Income Tax Consequences ” and in the form of prospectus supplement under the heading “ Structural Summary – Tax Status ,” which discuss the federal income tax consequences of the purchase, ownership and disposition of the Notes. There can be no assurance, however, that the tax conclusions presented therein will not be successfully challenged by the IRS, or significantly altered by new legislation, changes in IRS positions or judicial decisions, any of which challenges or alterations may be applied retroactively with respect to completed transactions.

We hereby consent to the filing of this letter as an exhibit to the Registration Statement and to the references to this firm under the heading “ Federal Income Tax Consequences ” in the Base Prospectus and under the heading “ Structural Summary – Tax Status ” in the form of prospectus supplement, without admitting we are “experts” within the meaning of the Act or the rules and regulations of the Commission issued thereunder, with respect to any part of the Registration Statement, including this opinion as an exhibit.

Very truly yours,

/s/MAYER BROWN LLP

MAYER BROWN LLP