Common use of Financial Services Act Clause in Contracts

Financial Services Act. Each Underwriter represents and warrants to, and agrees with, the Company that (a) it has complied and shall comply with all applicable provisions of the Financial Services and Markets Act 2000 (the “FSMA”) and the Public Offers of Securities Regulations 1995 (the “Regulations”) with respect to anything done by it in relation to the Offered Notes in, from or otherwise involving the United Kingdom; (b) it has only communicated or caused to be communicated and it will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of 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 or the Issuer; and (c) it has not offered or sold, and prior to the date which is six months after the date of issue of the Offered Notes will not offer or sell any Offered Note to persons in the United Kingdom except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which do not constitute an offer to the public in the United Kingdom for the purposes of the Regulations. 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 Underwriters. Very truly yours, RFS HOLDING, L.L.C. By: /s/ XXXXXXX XXXXX Name: Xxxxxxx Xxxxx Title: Vice President RFS HOLDING, INC. By: /s/ XXXXXXX XXXXX Name: Xxxxxxx Xxxxx Title: Vice President The foregoing Agreement is hereby confirmed and accepted as of the date first above written. ABN AMRO INCORPORATED, individually and as Representative of the several Underwriters By: /s/ XXXXXXXXX PADOVA XXXXXX Name: Xxxxxxxxx Padova Xxxxxx Title: Director

Financial Services Act. Each Underwriter represents and warrants to, and agrees with, the Company that (a) it has complied and shall comply with all applicable provisions of the Financial Services and Markets Act 2000 (the “"FSMA”") and the Public anx xxx Xxblic Offers of Securities Regulations 1995 (the “Regulations”"REGULATIONS") with respect to anything done by it in relation to the Offered Notes Certificates in, from or otherwise involving the United Kingdom; (b) it has only communicated or caused to be communicated and it will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) received by it in connection with the issue or sale of any Offered Notes Certificates in circumstances in which section 21(1) of the FSMA does not apply to the Issuer or the IssuerCompany; and (c) it has not offered or sold, and prior to the date which is six months after the date of issue of the Offered Notes Certificates will not offer or sell any Offered Note Certificates to persons in the United Kingdom except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which do not constitute an offer to the public in the United Kingdom for the purposes of the Regulations. 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 between the Company, Holding Company and the Underwriters. Very truly yours, RFS HOLDINGGE-WMC MORTGAGE SECURITIES, L.L.C. By: /s/ XXXXXXX XXXXX _______________________________ Name: Xxxxxxx Xxxxx Title: Vice President RFS HOLDING, INC. By: /s/ XXXXXXX XXXXX Name: Xxxxxxx Xxxxx Title: Vice President The foregoing Agreement is hereby confirmed and accepted as of the date first above written. ABN AMRO INCORPORATED[REPRESENTATIVE], individually and as Representative By: ___________________________________ Name: Title: EXHIBIT A GE-WMC MORTGAGE SECURITIES, L.L.C. PASS-THROUGH CERTIFICATES SERIES ____-__ TERMS AGREEMENT (to Underwriting Agreement, dated [_____], 20[__] between the Company and the Representative) GE-WMC Mortgage Securities, L.L.C. New York, New York [ADDRESS] [Date] [____], as Representative, and each of the several Underwriters By: /s/ XXXXXXXXX PADOVA XXXXXX Name: Xxxxxxxxx Padova Xxxxxx Title: Directorunderwriters named below (collectively, the "UNDERWRITERS") agree, subject to the terms and provisions herein and of the captioned Underwriting Agreement (the "UNDERWRITING AGREEMENT"), to purchase such Classes of Series ____-__ Certificates specified in Section 2(a) hereof (the "OFFERED CERTIFICATES"). This letter supplements and modifies the Underwriting Agreement solely as it relates to the purchase and sale of the Offered Certificates described below and the terms and conditions thereof are incorporated herein by reference. The Series ____-__ Certificates are registered with the Securities and Exchange Commission by means of an effective Registration Statement (No. 333-_____). Capitalized terms used and not defined herein have the meanings given them in the Underwriting Agreement.

Financial Services Act. Each Underwriter represents and warrants to, and agrees with, the Company that (a) it has complied and shall comply with all applicable provisions of the Financial Services and Markets Act 2000 (the “FSMA”) and the Public Offers of Securities Regulations 1995 (the “Regulations”) with respect to anything done by it in relation to the Offered Notes in, from or otherwise involving the United Kingdom; (b) it has only communicated or caused to be communicated and it will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of 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 or the Issuer; and (c) it has not offered or sold, and prior to the date which is six months after the date of issue of the Offered Notes will not offer or sell any Offered Note to persons in the United Kingdom except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which do not constitute an offer to the public in the United Kingdom for the purposes of the Regulations. 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 Underwriters. Very truly yours, RFS HOLDING, L.L.C. By: /s/ XXXXXXX XXXXX Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Vice President RFS HOLDING, INC. By: /s/ XXXXXXX XXXXX Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Vice President The foregoing Agreement is hereby confirmed and accepted as of the date first above written. ABN AMRO INCORPORATEDindividually and as Representative of the several Underwriters By: /s/ Xxxxx Xxxxxxxxxxx Name: Xxxxx Xxxxxxxxxxx Title: Managing Director X.X. XXXXXX SECURITIES INC., individually and as Representative of the several Underwriters By: /s/ XXXXXXXXX PADOVA XXXXXX Xxxxxxx X. Xxxxxxx Name: Xxxxxxxxx Padova Xxxxxx Xxxxxxx X. Xxxxxxx Title: DirectorManaging Director Class A Notes $790,000,000 aggregate principal amount 1. Xxxxxx Brothers Inc. $ 158,000,000 2. X.X. Xxxxxx Securities Inc. $ 158,000,000 3. ABN AMRO Incorporated $ 158,000,000

Financial Services Act. Each Underwriter represents and warrants to, and agrees with, the Company that (a) it has complied and shall comply with all applicable provisions of the Financial Services and Markets Act 2000 Xxx 0000 (the “FSMA”) and the Public Offers of Securities Regulations 1995 (the “Regulations”) with respect to anything done by it in relation to the Offered Notes Certificates in, from or otherwise involving the United Kingdom; (b) it has only communicated or caused to be communicated and it will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) received by it in connection with the issue or sale of any Offered Notes Certificates in circumstances in which section 21(1) of the FSMA does not apply to the Issuer or the IssuerCompany; and (c) it has not offered or sold, and prior to the date which is six months after the date of issue of the Offered Notes Certificates will not offer or sell any Offered Note Certificates to persons in the United Kingdom except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which do not constitute an offer to the public in the United Kingdom for the purposes of the Regulations. 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 between the Company, Holding Company and the Underwriters. Very truly yours, RFS GE-WMC MORTGAGE SECURITIES, L.L.C. By: ________________________________ Name: Title: GE MORTGAGE HOLDING, L.L.C. By: /s/ XXXXXXX XXXXX ________________________________ Name: Xxxxxxx Xxxxx Title: Vice President RFS With respect solely to Section 7(e), the foregoing Agreement is hereby confirmed and accepted as of the date first above written GE-WMC MORTGAGE HOLDING, INC. By: /s/ XXXXXXX XXXXX ________________________________ Name: Xxxxxxx Xxxxx Title: Vice President The foregoing Agreement is hereby confirmed and accepted as of the date first above written. ABN AMRO INCORPORATED, individually CITIGROUP GLOBAL MARKETS INC. Acting on behalf of itself and as the Representative of the several Underwriters By: /s/ XXXXXXXXX PADOVA XXXXXX ___________________________________ Name: Xxxxxxxxx Padova Xxxxxx Title: DirectorXXXXXXX, XXXXX & CO. Acting on behalf of itself and as the Representative of the several Underwriters By: __________________________________ (Xxxxxxx, Sachs & Co.) GE-WMC Mortgage Securities, L.L.C. [ADDRESS] New York, New York [Date] Citigroup Global Markets Inc. and Xxxxxxx, Xxxxx & Co., as Representatives, and each of the underwriters named below (collectively, the “Underwriters”) agree, subject to the terms and provisions herein and of the captioned Underwriting Agreement (the “Underwriting Agreement”), to purchase such Classes of Series ____-__ Certificates specified in Section 2(a) hereof (the “Offered Certificates”). This letter supplements and modifies the Underwriting Agreement solely as it relates to the purchase and sale of the Offered Certificates described below and the terms and conditions thereof are incorporated herein by reference. The Series ____-__ Certificates are registered with the Securities and Exchange Commission by means of an effective Registration Statement (No. 333-_____). [A Preliminary Prospectus, dated _________, 20__, has been prepared by the Company.] [A Time of Sale Free Writing Prospectus, dated ___________, 20__, has been prepared by or approved by the Company.] Capitalized terms used and not defined herein have the meanings given them in the Underwriting Agreement.

Financial Services Act. Each Underwriter represents and warrants to, and agrees with, the Company that (a) it has complied and shall comply with all applicable provisions of the Financial Services and Markets Act 2000 (the “FSMA”) and the Public Offers of Securities Regulations 1995 (the “Regulations”) with respect to anything done by it in relation to the Offered Notes in, from or otherwise involving the United Kingdom; (b) it has only communicated or caused to be communicated and it will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of 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 or the Issuer; and (c) it has not offered or sold, and prior to the date which is six months after the date of issue of the Offered Notes will not offer or sell any Offered Note to persons in the United Kingdom except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which do not constitute an offer to the public in the United Kingdom for the purposes of the Regulations. 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 Underwriters. Very truly yours, RFS HOLDING, L.L.C. By: /s/ XXXXXXX XXXXX Name: Xxxxxxx Xxxxx Title: Vice President RFS HOLDING, INC. By: /s/ XXXXXXX XXXXX Name: Xxxxxxx Xxxxx Title: Vice President The foregoing Agreement is hereby confirmed and accepted as of the date first above written. ABN AMRO INCORPORATEDindividually and as Representative of the several Underwriters By: /s/ XXXXX X. XXXXXX Name: Xxxxx X. Xxxxxx Title: Principal X.X. XXXXXX SECURITIES INC., individually and as Representative of the several Underwriters By: /s/ XXXXXX X. XXXXXXXXX PADOVA XXXXXX Name: Xxxxxx X. Xxxxxxxxx Padova Xxxxxx Title: DirectorVice President Class A Notes $790,000,000 aggregate principal amount 1. Banc of America Securities LLC $ 158,000,000 2. X.X. Xxxxxx Securities Inc. $ 158,000,000 3. ABN AMRO Incorporated $ 158,000,000 4. Credit Suisse First Boston LLC $ 158,000,000 5. Xxxxxx Brothers Inc. $ 158,000,000 Class B Notes $110,000,000 aggregate principal amount 1. Banc of America Securities LLC $ 55,000,000 2. X.X. Xxxxxx Securities Inc. $ 55,000,000 Class C Notes $52,500,000 aggregate principal amount 1. Banc of America Securities LLC $ 26,250,000

Financial Services Act. Each Underwriter represents and warrants to, and agrees with, the Company that (a) it has complied and shall comply with all applicable provisions of the Financial Services and Markets Act 2000 (the “"FSMA”") and the Public Offers of Securities Regulations 1995 0000 (the “xxe "Regulations”") with respect to anything done by it in relation to the Offered Notes Certificates in, from or otherwise involving the United Kingdom; (b) it has only communicated or caused to be communicated and it will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) received by it in connection with the issue or sale of any Offered Notes Certificates in circumstances in which section 21(1) of the FSMA does not apply to the Issuer or the IssuerCompany; and (c) it has not offered or sold, and prior to the date which is six months after the date of issue of the Offered Notes Certificates will not offer or sell any Offered Note Certificates to persons in the United Kingdom except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which do not constitute an offer to the public in the United Kingdom for the purposes of the Regulations. 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 between the Company, Holding Company and the Underwriters. Very truly yours, RFS GE-WMC MORTGAGE SECURITIES, L.L.C. By: ________________________________ Name: Title: GE MORTGAGE HOLDING, L.L.C. By: /s/ XXXXXXX XXXXX ________________________________ Name: Xxxxxxx Xxxxx Title: Vice President RFS With respect solely to Section 7(e), the foregoing Agreement is hereby confirmed and accepted as of the date first above written GE-WMC MORTGAGE HOLDING, INC. By: /s/ XXXXXXX XXXXX ________________________________ Name: Xxxxxxx Xxxxx Title: Vice President The foregoing Agreement is hereby confirmed and accepted as of the date first above written. ABN AMRO INCORPORATED, individually [REPRESENTATIVE] Acting on behalf of itself and as the Representative of the several Underwriters By: /s/ XXXXXXXXX PADOVA XXXXXX _____________________________________ Name: Xxxxxxxxx Padova Xxxxxx Title: Director[REPRESENTATIVE] Acting on behalf of itself and as the Representative of the several Underwriters By: _____________________________________ Name: Title: EXHIBIT A GE-WMC MORTGAGE SECURITIES, L.L.C. PASS-THROUGH CERTIFICATES SERIES ____-__ TERMS AGREEMENT (to Underwriting Agreement, dated [_____], 20[__] between the Company and the Representatives) GE-WMC Mortgage Securities, L.L.C. New York, New York [ADDRESS] [Date]