Exhibit 4.17


 


FORM OF SUB-SERVICING AGREEMENT


 


This Sub-Servicing Agreement (this “Agreement”)
is made by and between General Electric Capital Corporation (“GE Capital”) and                                                 
(“Provider”). 


 


W  I 
T  N  E 
S  S  E 
T  H


 


WHEREAS, GE Capital
provides services to GE Money Bank (“Bank”) and its subsidiaries (“Banking
Group”) pursuant to the Servicing Agreement by and between GE Capital and Bank,
dated                   
(“Master Servicing Agreement”); and 


 


WHEREAS, the employees
of Provider have many years of experience providing services for multi-state lending
programs, and Provider has existing computer and other facilities necessary to provide
services for such programs; and


 


WHEREAS, GE Capital
has requested that Provider provide services to the Banking Group as a
sub-servicer under the Master Servicing Agreement, and Provider has agreed to
do so for appropriate compensation;


 


NOW, THEREFORE, in
consideration of the mutual covenants contained in this Agreement, GE Capital and
Provider hereby agree as follows:


 


ARTICLE I

SERVICES


 


1.1                                 Services.
Provider agrees to provide services as requested by GE Capital in connection
with customer service and collections activities that are usual and customary
for the servicing of the Banking Group’s credit products (the “Services”),
including the services listed on Exhibit ”A” hereto. 


 


1.2                                 Performance
Standards. Provider shall provide the Services at a level of performance,
including timeliness and accuracy, that are equal to the industry standard for
the Services provided and no less favorable than the level at which it provides
comparable services for comparable portfolios. 


 


1.3                                 Regulation.
It is understood and agreed by the parties hereto that the performance of the
Services is subject to regulation or examination by the Office of Thrift
Supervision (“OTS”). Provider shall submit and furnish to the OTS such reports
or other data as shall be required under applicable law and regulation. Provider
shall, upon receipt of any such request, notify Bank, and prior to submission
of any such reports or data shall provide Bank with copies of such submissions,
unless otherwise provided by law or court order. Any transfer of customer
information among Bank, Provider and other affiliates of Provider shall comply
with applicable federal and state law and regulation. 


 


1.4                                 Data
Protection and Recovery. 


 


(a)                                  Provider
shall maintain in accordance with the back-up procedures maintained by
Provider, duplicate copies of all records and data, except current work in
process, necessary to


 


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enable the reconstruction
of the data maintained by Provider in connection with the Services (“Program
Data”), and to permit the Bank to continue its operations in the event of
damage to or destruction of Provider’s data processing facilities. Provider
shall maintain any other safeguards against the destruction, loss or alteration
of any such Program Data or the interruption of data processing services which it
employs in connection with its own data processing, or which shall be required
under law or regulation applicable to the Banking Group or Provider. 


 


(b)                                 Provider
shall have in place a disaster recovery plan (“Disaster Recover Plan” or “Plan”)
in relation to the Services rendered by Provider. The Disaster Recovery Plan
shall comply in all respects with all applicable federal, state and local laws
and shall include, but not be limited to, the following:


 


(i)                                     A
brief description of the applications and components included in the Services
that would likely be affected by a disaster that results in disruption of
Services (“Disaster”) and any back-up or alternate capabilities;


 


(ii)                                  The
resources which Provider would utilize to perform the Services in the event
of any Disaster and the emergency service levels or the performance standards
to be adhered by Provider in relation to the affected Services upon occurrence
of any such Disaster;


 


(iii)                               The
locations of the recovery center that Provider would utilize for provision of
Services in the event of such Disaster (the “Primary Recovery Center”) and the
location of an alternate recovery center (the “Secondary Recovery Center”) that
Provider would use if the Primary Recovery Center is not available;


 


(iv)                              (a) Provider’s
recovery responsibilities; (b) contact listings of key personnel; (c) identification
of recovery teams; (d) recovery scenarios; (e) criteria for disaster
recovery; (f) names of individuals authorized by each party to act on its
behalf in the event of Disaster; (g) calendar for testing of the Disaster
Recovery Plan; and (h) notification and escalation procedures; and


 


(v)                                 Procedures
entailing transfer of Services to one or more designated Customer contact
sites.


 


Provider shall make necessary arrangements
and provide requisite infrastructure to test the Disaster Recovery Plan
periodically. Provider, in coordination with the Bank, shall review and, if
necessary, update the Plan on an annual basis or upon request of Bank. No
changes will be made to the Plan unless such changes are approved in writing by
both Provider and Bank. Provider shall provide a representative (“Disaster
Recovery Coordinator”) knowledgeable about disaster recovery planning and the
Plan to serve as a single point of contact for Disaster-recovery-related
communications and activities of Bank. The Disaster Recovery Coordinator shall
be responsible for the maintenance of the Plan and shall ensure safe storage
and distribution of copies thereof to the following locations and
individuals:  (A) off-site vital
record storage and (B) designated personnel of Bank.


 


Provider, in cooperation with Bank, shall
test and evaluate the Disaster Recovery Plan at mutually agreed intervals to
ensure that it remains predictable, effective and current. All disaster


 


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recovery testing and
evaluation shall be conducted by Provider in consultation with Bank, and
Provider shall provide Bank with at least fourteen (14) days’ prior written
notice before conducting any test in relation to the Plan. Without limiting the
foregoing, Bank shall have the right to have its employees, agents and
representatives present at, and monitoring, each such test of the Plan. Provider
shall provide Bank with a preliminary report of results following each Disaster
recovery test within twenty-four (24) hours, and a detailed report within
forty-eight (48) hours following the completion of such test. If the
preliminary report or the detailed report identifies any problems or issues,
Provider shall conduct such additional tests and/or investigation as Bank may request.


 


In the event of a Disaster, in addition to
performing Disaster recovery in accordance with the Disaster Recovery Plan,
Provider shall immediately (X) notify Bank of the nature and extent of the
Disaster and the location of the Primary Location Center; (Y) if the actual
recovery center is a center other than the Primary Recovery Center, immediately
notify Bank by telephone of the reasons why the Primary Recovery Center is not
available; and (Z) take action to transfer the affected Services to the Primary
Location Center/Secondary Recovery Center in accordance with the Disaster
Recovery Plan.


 


(c)                                  Except
as may be provided in a Disaster Recovery Plan and Section 7.13, the
occurrence of a Disaster shall not relieve Provider of its obligation to perform the
Services in accordance with the terms hereof.


 


1.5                                 Risk
of Data Loss. Should any Program Data be lost or destroyed due to any
negligent act or omission of Provider or any other breach of the security
obligations of this Agreement, Provider will be responsible at its own expense
for the prompt reconstruction of such Program Data with high priority
allocation of time and resources to complete the regeneration as quickly as
possible. 


 


1.6                                 Record
Security. 


 


(a)                                  Provider
shall not use any information  received
from the Banking Group or obtained as a result of Services performed for the Banking
Group except as necessary in the ordinary course of business to perform Services
hereunder. Provider shall implement appropriate administrative, technical, and
physical safeguards and other appropriate measures to protect the security,
confidentiality and integrity of information received from the Banking Group or
in connection with the Services provided on behalf of the Bank. These measures
shall be designed to ensure the security and confidentiality of such
information, protect against any anticipated threats or hazards to the security
or integrity of such information, and protect against unauthorized access to or
use of such information that could result in substantial harm or inconvenience
to any consumer. 


 


(b)                                 Provider
shall keep and maintain originals or duplicates of all necessary records
relating to all Services performed and shall provide such records to the Banking
Group upon request. Provider shall provide the Banking Group with access to the
Program Data during all such times as the Program Data is available to Provider
and to all documents and records maintained by Provider on behalf of the Banking
Group pursuant to the performance of the Services.


 


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(c)                                  Provider
agrees to comply with vendor security requirements (the “Bank Security
Requirements”) issued and updated from time to time under Bank’s information
security program. However, if Provider does not or cannot comply with any
provision contained in any update to the Bank Security Requirements other than
because of lack of an agreement to share any additional expenses to be incurred
by Provider to meet or comply with such update, then Bank shall have the option
to terminate this Agreement in accordance with Section 4.3 below. 


 


(d)                                 Provider
shall notify GE Capital immediately following discovery or notification of any
actual or threatened breach of security of the systems maintained by Provider
that maintain information received from the Banking Group or obtained as a
result of Services performed for the Banking Group. Provider agrees to take
action immediately, at its own expense, to investigate the actual or threatened
breach, to identify and mitigate the effects of any such breach and to
implement reasonable and appropriate measures in response to such breach.
Provider also will provide GE Capital with all available information regarding
such breach so that it may assist Bank in implementing its information
security response program and, if applicable, in notifying affected consumers.
For the purposes of this subsection (d), the term “breach of security” or “breach”
means the unauthorized access to or acquisition of any record containing
personally identifiable information relating to a consumer who is a customer of
Bank, whether in paper, electronic, or other form, in a manner that renders
misuse of the information reasonably possible or that otherwise compromises the
security, confidentiality, or integrity of the information.


 


(e)                                  Provider
will use reasonable measures designed to properly dispose of all records
containing personally identifiable information relating to consumers who are
customers of Bank, whether in paper, electronic, or other form, including
adhering to policies and procedures that require the destruction or erasure of
electronic media containing such personally identifiable information so that
the information cannot practicably be read or reconstructed.


 


1.7                                 Cooperation
With Inspections. Provider shall permit the inspection of the records and
Program Data of the Banking Group maintained by Provider at all reasonable
times during business hours of Provider, by Bank or its representatives,
including, without limitation, independent certified public accountants engaged
by Bank, or by state or federal regulatory agencies with jurisdiction over
Bank, to permit compliance with reporting and disclosure requirements of
federal and state regulatory agencies and federal and state laws. Provider
shall cooperate fully with the Bank to enable the Bank and its agents to audit
the activities, records and accounts of Provider in connection with the
Services provided under this Agreement. Provider shall also cooperate fully
with any governmental agencies auditing or examining the Bank and shall make
available to such agencies its records and accounts in connection with Services
provided under this Agreement.


 


1.8                                 Reporting
Requirements. Provider will provide to Bank all requested reports
including, but not limited to accounting of expenses, performance of portfolios
including, but not limited to, volume, approval rates, delinquency, yield and
other financial reporting, as required.


 


1.9                                 Limitation
on Decision Making Authority. Bank shall retain all decision making
authority in the areas of underwriting, credit decisions, finance charge
adjustments, changes with 


 


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economic impact to any
particular program and changes to strategies previously approved by Bank.


 


1.10                           Covenants
of Provider. Provider hereby covenants to do the following during the term
of this Agreement:


 


(a)                                  Provider
shall perform its obligations hereunder in a timely manner and with due
care.


 


(b)                                 Provider
shall comply with all applicable federal, state and local laws, rules and
regulations, including, but not limited to, FDIC and OTS regulations, 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.


 


(c)                                  Provider
shall cooperate with the Banking Group and any retailers, dealers, associations
and manufacturers for whom the Banking Group establishes programs and shall use
its best efforts promptly to resolve all customer disputes.


 


(d)                                 Provider
shall perform all Services in accordance with specific directions,
guidelines, and criteria established by the Banking Group and shall have no
discretion in applying or waiving such directions, guidelines, and criteria.


 


(e)                                  Provider
shall have no authority hereunder or implied to contract on behalf of the Bank
with any third parties and shall not hold itself out as having such powers or
authority. Provider shall forward all offers made to the Bank by third parties
to officers or employees of the Bank for acceptance or rejection.


 


(f)                                    Provider
shall provide the Bank with a list of its servicing facilities, the state(s) in
which such facilities are found and the Services performed at each such
location, and shall not relocate facilities or services without the prior
written consent of the Bank. 


 


(g)                                 When
performing Services in connection with collecting debts owed the Bank, Provider
shall not hold itself out as an agent of the Bank, but rather shall hold itself
out as an independent contractor collecting debts owed to the Bank.


 


(h)                                 Provider
shall comply with the GE Integrity, Spirit and Letter Policy.


 


1.11                           Securitization
Cooperation. Provider acknowledges that Bank may from time to time (i) enter
into one or more financing transactions or securities offerings that are
payable from or secured, directly or indirectly, by all or a portion of the
receivables or mortgage loans arising from Bank’s Programs, (ii) sell or
otherwise transfer of all or a portion of the receivables or mortgage loans
arising from Bank’s Programs or (iii) enter into other securitization,
secured loan, financing or similar transaction involving all or a portion of
the receivables or mortgage loans arising from Bank’s Programs (any of the
foregoing transactions, a “Securitization”). Provider agrees to take such
actions to assist Bank in connection with any Securitization of such
receivables or mortgage loans as Bank may reasonably request, including
the preparation of any servicer statements, reports to security holders or
other reports as may be required to be delivered by Bank pursuant to any
servicing agreement entered into by Bank in connection with a


 


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Securitization. Without
limiting the generality of the foregoing, Provider shall promptly furnish to
Bank or any of its affiliates participating in a Securitization of such
receivables or mortgage loans, from time to time, any and all reports,
certifications, records, attestations and any other information necessary in
the good faith determination of Bank, to permit Bank or any of its affiliates
participating in a Securitization to comply with the provisions of Regulation
AB under the Securities Act of 1933, as amended, and the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), including without limitation,
such reports, assessments and attestations as may be required to be
delivered in accordance with Rules 13a-18 and 15d-18 of the Exchange Act
and Items 1122 and 1123 of Regulation AB.


 


ARTICLE II

REPRESENTATIONS AND WARRANTIES


 


2.1                                 Representations
and Warranties of GE Capital  GE
Capital hereby represents and warrants to Provider, as of the date hereof:  


 


(a)                                  It
is a Delaware corporation, duly organized, and validly existing in good
standing under the laws of the State of Delaware and has full corporate power
and authority to execute, deliver, and perform its obligations under this
Agreement; the execution, delivery, and performance of this Agreement have been
duly authorized, and are not in conflict with and do not violate any law or
regulation applicable to GE Capital, or the terms of the articles or bylaws of GE
Capital and will not result in a breach of or constitute a default under or
require any consent under any indenture, loan, or agreement to which GE Capital
is a party;  


 


(b)                                 All
approvals, authorizations, licensees, registrations, consents, and other
actions by, and notices to, and filings with any person that may be
required in connection with the execution, delivery, and performance of this
Agreement by GE Capital, have been obtained; 


 


(c)                                  There
is no material claim nor any material litigation, proceeding, arbitration,
investigation, or controversy pending, to which GE Capital is a party, that would
adversely affect this Agreement; no such claim, litigation, proceeding
arbitration, investigation, or controversy has, to GE Capital’s knowledge, been
threatened or is contemplated; to GE Capital’s knowledge, no facts exist which
would provide a basis for any such claim, litigation, proceeding, arbitration,
investigation, or controversy; and GE Capital is not subject to any agreement
with any regulatory authority with respect to its operations adversely
affecting this Agreement. 


 


(d)                                 GE
Capital is not insolvent. 


 


2.2                                 Representations
and Warranties of Provider. Provider hereby represents and warrants to
Bank, as of the date hereof:  


 


(a)                                  Provider
is a                                   ,
duly organized, and validly existing in good standing under the laws of the
State of                       and
has full power and authority to execute, deliver, and perform its
obligations under this Agreement; the execution, delivery, and performance of
this Agreement have been duly authorized, and are not in conflict with and do
not violate any law or regulation applicable to Provider, or the terms of the
articles of organization, operating agreement or bylaws of Provider and will
not result in a breach of or


 


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constitute a default
under or require any consent under any indenture, loan, or agreement to which
Provider is a party;  


 


(b)                                 All
approvals, authorizations, licensees, registrations, consents, and other
actions by, and notices to, and filings with, any person that may be
required in connection with the execution, delivery, and performance of this
Agreement by Provider, have been obtained; 


 


(c)                                  There
is no material claim nor any material litigation, proceeding, arbitration,
investigation, or controversy pending to which Provider is a party, that would
adversely affect this Agreement; no such claim, litigation, proceeding
arbitration, investigation, or controversy has, to Provider’s knowledge, been
threatened or is contemplated; to Provider’s knowledge, no facts exist which
would provide a basis for any such claim, litigation, proceeding, arbitration,
investigation, or controversy; and Provider is not subject to any agreement
with any regulatory authority with respect to its operations adversely
affecting this Agreement. 


 


(d)                                 Provider
is not insolvent. 


 


ARTICLE III

INDEMNIFICATIONS


 


3.1                                 Indemnification
of Provider. GE Capital shall indemnify Provider and its directors,
officers, employees and agents (“Provider Indemnified Parties”) and hold each
of them harmless from and against and defend against, any and all claims,
damages, losses, penalties, expenses, costs and/or liabilities (including
attorneys’ fees and court costs) that are caused by or result from any
negligent or willful act or omission of GE Capital in the course of or related
to its performance or obligations hereunder and, to the extent they are not
caused by or the result of the willful misconduct or gross negligence, or
violation of applicable law by Provider. GE Capital’s obligation to indemnify
any Provider Indemnified Party will survive the expiration or termination of
this Agreement by either party for any reason. 


 


3.2                                 Indemnification
of GE Capital. Provider shall indemnify GE Capital and its directors,
officers, employees and agents (“GE Capital Indemnified Parties”) and hold each
of them harmless from and against and defend against, any and all claims,
damages, losses, penalties, expenses, costs and/or liabilities (including
attorneys’ fees and court costs) that are caused by or result from any negligent
or willful act or omission of Provider in the course of or related to Provider’s
performance or obligations hereunder and to the extent they are not caused by
or the result of the willful misconduct or gross negligence, or violation of
applicable law by GE Capital. Provider’s obligation to indemnify any GE Capital
Indemnified Party will survive the expiration or termination of this Agreement
by either party for any reason. 


 


3.3                                 Indemnification
Process. GE Capital, on behalf of the GE Capital Indemnified Parties, and
Provider, on behalf of the Provider Indemnified Parties, (each, an “Indemnified
Party”) shall (i) promptly notify the party obligated to provide
indemnification (the “Indemnifying Party”) of any matters in respect of which
the indemnity may apply and of which the Indemnified Party has knowledge; (ii) give
the Indemnifying Party full opportunity to control the response thereto and the
defense thereof, including any agreement relating to the settlement thereof,
provided that the Indemnifying Party shall not settle any such claim or action
without the


 


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prior written consent of
the Indemnified Party (which shall not be unreasonably withheld or delayed);
and (iii) cooperate with the Indemnifying Party, at the Indemnifying Party’s
cost and expense in the defense or settlement thereof. The Indemnified Party may participate,
at its own expense, in such defense and in any settlement discussions directly
or through counsel of its choice on a monitoring, non-controlling basis. Notwithstanding
the foregoing, the Indemnifying Party may not agree on the Indemnified
Party’s behalf to a settlement involving anything other than the payment of
money.


 


ARTICLE IV

TERM AND TERMINATION


 


4.1                                 Term.
This Agreement shall become effective, without further action, as of                         ,
200     (the “Effective Date”). This Agreement shall remain
in effect until                         ,
200    , and shall thereupon be automatically renewed for
successive one-year terms until terminated in accordance with this Article IV.


 


4.2                                 Termination
by Mutual Agreement; Termination Without Cause. This Agreement shall be
terminated:  


 


(a)                                  Immediately
upon mutual written agreement of the parties, or if GE Capital or Provider is
instructed to terminate the Agreement by the OTS; or


 


(b)                                 By
either party without cause upon sixty (60) days’ written notice to the other
party.


 


4.3                                 Termination
Upon Default. The breach by either party of a material term or condition of
this Agreement shall constitute an event of default (“Event of Default”). If
such Event of Default is not cured by the defaulting party within thirty (30)
days after delivery of written notice describing the Event of Default, then the
nondefaulting party shall be entitled, at its sole election, to terminate this
Agreement upon not less than thirty (30) days written notice to the other party.



 


4.4                                 Termination
by Reason of Bankruptcy. In the event of the occurrence of any of the
following events, each party shall have the right to terminate this Agreement
immediately upon providing written notice to the other party:  


 


(a)                                  The
commencement of any bankruptcy, insolvency, reorganization, dissolution,
liquidation of debt, receivership or conservatorship proceeding or other similar
proceeding under federal or state bankruptcy, debtors relief, bank regulatory
or other law by or against the other party; or


 


(b)                                 The
suspension or termination of business or dissolution of, or the appointment of
a receiver, conservator, trustee or similar officer to take charge of, a
substantial part of the property of the other party. 


 


4.5                                 Survival
of Certain Obligations; Post-Termination Issues. Expiration or earlier
termination of this Agreement for any reason shall not terminate the
obligations described in this Section 4.5 or in Sections 1.7, 3.1, 3.2,
6.1, 6.2 or 7.1. 


 


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(a)                                  Transfer
of Data and Cooperation in Transfer. Upon the expiration or earlier
termination of this Agreement for any reason, Provider shall immediately
deliver to Bank all files, records, and documents maintained by Provider on
behalf of the Banking Group under this Agreement, and shall fully cooperate in
the transfer of any servicing functions performed pursuant to this Agreement to
a third party. Bank shall compensate Provider for such services to the same
extent as if such services had been performed during the terms of this
Agreement, and Provider shall perform such services according to such
standards, including confidentiality, security, and accuracy, as were in effect
during the term of this Agreement. 


 


(b)                                 Continued
Servicing upon Termination. If this Agreement is terminated pursuant to Section 4.2,
Provider shall continue to provide the Services until such time as such servicing
functions are transferred. The Bank shall pay Provider such reasonable fees
with respect to any services provided by Provider pursuant to this Section 4.5(b) as
are mutually agreed upon by the parties at the time. 


 


(c)                                  Costs
of Conversion Paid by Defaulting Party. If this Agreement is terminated
pursuant to Section 4.3, the defaulting party shall be obligated to pay
all costs associated with the transfer of any servicing function from Provider
to a third party or to Bank. 


 


(d)                                 Destruction
of Files. Upon the expiration or earlier termination of this Agreement for
any reason, Provider will destroy all duplicates of all files, records and
documents maintained by Provider on behalf of the Banking Group under this
Agreement which are not transferred to Bank pursuant to Section 4.5(a) and
which Provider is not required to maintain pursuant to applicable law or
regulation. 


 


4.6                                 Assistance
with Conversion. Upon any termination of this Agreement, Provider shall
provide to the Bank all assistance reasonably necessary to enable the Bank to
convert the accounts serviced hereunder to the processing system designated by
the Bank and shall cooperate with the Banking Group in its efforts to effect
such conversion at the earliest practicable date.


 


ARTICLE V

CONSIDERATION


 


5.1                                 Specific
Fees. [GE Capital shall pay Provider for Services at a rate equal to
Provider’s cost plus                 .]


 


5.2                                 Other
Fees. By a writing signed by each party hereto, GE Capital and Provider may agree
to the payment by GE Capital of additional fees to Provider in consideration of
additional services to be performed by Provider from time to time for which no
compensation is set forth herein. 


 


5.3                                 Out-of-Pocket
Expenses. GE Capital shall reimburse Provider for all reasonable out-of-pocket
expenses incurred by Provider in the provision of the Services as mutually
agreed upon in advance by the parties. 


 


5.4                                 Price
Guarantee. Provider and GE Capital acknowledge that it is the intent of
each party that the Services shall be provided on terms and conditions and
under circumstances that are at least as favorable to Provider as those GE
Capital offers or would offer to


 


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nonaffiliated companies
and as Provider could obtain from nonaffiliated companies. The parties
therefore agree that if Provider at any time provides written evidence that the
Services can be provided by Provider to a third party at a price offered in
good faith that is higher than the price provided hereunder, Provider may increase
the charge for such service or services to the price offered in good faith to
such third party. 


 


5.5                                 Payment.
Within thirty (30) days after the end of each calendar month, or other period
agreed between the parties, Provider shall provide GE Capital with an itemized
report (in a form reasonably satisfactory to GE Capital), setting forth
for that period all fees incurred pursuant to Section 5.1, 5.2 and 5.3. All
payments due pursuant to such report shall be remitted by GE Capital within
thirty (30) days of receipt by GE Capital of such report. 


 


ARTICLE VI

CONFIDENTIALITY


 


6.1                                 Confidentiality.
It is understood that, in the performance by Provider of the Services, Provider
may have access to private or confidential information of the Banking
Group and the Banking Group’s employees and customers, and that GE Capital may have
access to confidential information regarding the operation of Provider’s
computer systems. The parties agree that the Banking Group’s confidential
information includes all non-public personal information regarding the Banking
Group’s customers. Each party shall use that degree of care it exercises to
protect its own private or confidential information to keep, and to have its
employees and agents keep, any and all private or confidential information of
the other party and the Banking Group strictly confidential and to use such
information only for the purpose providing the Services or as otherwise agreed
to by the other party. Each party acknowledges and agrees that in the event of
a breach or threatened breach by it of the provisions of this Section, the
other party will have no adequate remedy in money or damages and, accordingly,
shall be entitled to an injunction against such breach. However, no
specification in this Agreement of a specific legal or equitable remedy shall
be construed as a waiver or prohibition against any other legal or equitable
remedies in the event of a breach of any provision of this Agreement. Neither
party shall provide any private or confidential information of the other party
to third parties pursuant to an administrative or judicial subpoena, summons,
search warrant or other governmental order without providing prior notice to
such other party, unless otherwise provided by law or court order. 


 


6.2                                 Limit
of Confidentiality Obligations. Provider’s and GE Capital’s obligations and
agreements under Section 6.1 hereof shall not apply to any information
supplied that:  


 


(a)                                  Was
known to the receiving party prior to the disclosure by the other;


 


(b)                                 Is
or becomes generally available to the public other than by breach of this
Agreement; or


 


(c)                                  Otherwise
becomes lawfully available on a nonconfidential basis from a third party who is
not under an obligation of confidence to the other party. 


 


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ARTICLE VII

MISCELLANEOUS


 


7.1                                 Notices.
Any written notice required or permitted to be given to the parties hereunder
shall be addressed as follows:


 


If to GE Capital:


 


General Electric Capital Corporation


777 Long Ridge Road, Building B


Stamford, CT 06927


Attn: 
Chief Financial Officer


 


If to Provider:


 


	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Attn.: Chief
  Financial Officer

  	
   

  



 


All written notices shall be
delivered in person or shall be sent by registered or certified mail, return
receipt requested, and shall be deemed effective, seventy-two (72) hours after
the same is mailed as provided above with postage prepaid. Notice sent by any
other method shall be effective only upon actual receipt. The parties to this
Agreement, by notice in writing, may designate another to whom notices
shall be given pursuant to this Agreement.


 


7.2                                 Independent
Contractor Status of Provider. The relationship of Provider to GE Capital
under this Agreement is that of independent contractor. Nothing herein
contained shall be construed as constituting a partnership, joint venture or
agency between the parties hereto.


 


7.3                                 Assignment;
Subcontracting. This Agreement shall not be assignable in whole or in part by
Provider or GE Capital without the other party’s prior written consent, which
shall not unreasonably be withheld, and any attempted assignment without such
consent shall be void; except that Provider, upon written notice to GE Capital,
may assign this Agreement or delegate any obligation of Provider under
this Agreement to any parent, subsidiary or affiliate of Provider, and may or
subcontract for the performance of the Services to any such party or any third
party, with the capacity to provide any of the Services at a level of quality
at least equal to that provided by Provider. Notwithstanding any such
assignment, delegation or subcontract, Provider shall remain primarily liable
for all of its obligations under this Agreement which are so assigned,
delegated or subcontracted.


 


7.4                                 Waiver.
No term or provision hereof will be deemed waived, and no variation of terms or
provisions hereof shall be deemed consented to, unless such waiver or consent
shall be in writing and signed by the party against whom such waiver or consent
is sought to be enforced. Any delay, waiver or omission by Provider or GE
Capital to exercise any right or power arising from any breach or default of
the other party in any of the terms, provisions or covenants of this Agreement
shall not be construed to be a waiver by Provider or GE Capital of any
subsequent breach or default of the same or other terms, provisions or
covenants on the part of the other party.


 


11

















 


7.5                                 Successors.
Subject to the restrictions on assignment contained herein, this Agreement
shall be binding upon and shall inure to the benefit of the parties hereto and
their respective successors and assigns.


 


7.6                                 Compliance
With Laws and Regulations. Each party agrees that it will obtain all
licenses and other governmental authorizations and approvals required for the
performance of its obligations under this Agreement and will perform its
obligations hereunder in accordance with all applicable federal, state and
local laws, rules and regulations now or hereafter in effect.


 


7.7                                 Governing
Law. This Agreement shall be governed by and construed in accordance with
the internal laws of the State of Delaware, without giving effect to choice-of-law
principles, and applicable federal law.


 


7.8                                 Headings
Not Controlling. Headings used in this Agreement are for reference purposes
only and shall not be deemed a part of this Agreement.


 


7.9                                 Entire
Agreement. This Agreement constitutes the only agreement between the
parties hereto relating to the subject matter hereof, except where expressly
noted herein, and all prior negotiations, agreements and understandings,
whether oral or written are superseded or canceled hereby.


 


7.10                           Arm’s-Length
Agreement. The parties hereto acknowledge that the terms of this Agreement
are substantially the same as, or at least as favorable to Provider, as those
prevailing as of the Effective Date for comparable transactions with or
involving other nonaffiliated companies and, in the absence of comparable
transactions, on terms at least as favorable to Provider as GE Capital in good
faith would offer to nonaffiliated companies.


 


7.11                           Modification.
This Agreement may not be amended or modified except in a written document
signed by both parties.


 


7.12                           Severability.
If any provision of this Agreement is declared or found to be illegal,
unenforceable or void, this Agreement shall be construed as if not containing
that provision, the rest of the Agreement shall remain in full force and
effect, and the rights and obligations of the parties hereto shall be construed
and enforced accordingly.


 


7.13                           Force
Majeure. Neither party shall be liable for any loss, injury, damages, delay
in performance or failure to perform any obligation under this Agreement
to the extent such loss, injury, damages, delay or failure to perform is
the result of causes beyond the control of that party and is without its fault
or negligence, including, but not limited to, acts of God, labor disputes,
governmental regulations or orders, civil disturbance, war conditions,
terrorist acts, riots, explosions, fires or the result of a failure by the
other party to satisfy its obligations under this Agreement, except to the
extent such loss, injury, damages, delay or non-performance is the result of
any failure of Provider to comply with its obligations set forth in the
Disaster Recovery Plan.


 


Upon occurrence of any force majeure event,
Provider shall render the Services in accordance with the emergency service
levels and other conditions as detailed in the Disaster Recovery Plan. If
Provider is unable to render the Services in accordance with the emergency


 


12

















 


levels or performance
standards detailed in the Disaster Recovery Plan for a period greater than ten (10) days,
GE Capital shall be entitled to terminate the affected Services of this Agreement,
by giving seven (7) days prior written notice to Provider before
performance has resumed. In such event neither party shall have any liability
to the other, other than GE Capital’s liability to pay for Services rendered
prior to the effective date of termination.


 


7.14                           Insurance.
Provider shall obtain and maintain all insurance coverage of types and in the
amounts required by applicable law and dictated by prudent business practices
in connection with the performance of this Agreement and will provide a
certificate of insurance to GE Capital for any such policy upon request. Provider
shall notify GE Capital promptly in writing of any material changes in the
insurance coverage obtained and maintained by Provider in accordance with this Section 7.14.


 


7.15                           Customer
Complaints. Unless otherwise instructed by Bank, Provider shall forward all
complaints it receives from any Banking Group customer to Bank.


 


7.16                           Counterparts. This
Agreement may be executed in one or more counterparts, each of which shall
be deemed an original and all of which together shall be deemed to constitute
but one and the same instrument.


 


13

















 


IN WITNESS WHEREOF, GE Capital
and Provider have hereunto set their hands as of the       day
of                             ,
200  .


 


	
  GE CAPITAL CORPORATION

  
	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  
					



 


14

















 


Exhibit A


Services


 


[INSERT APPLICABLE SERVICES FROM LIST BELOW]


 


	
   

  	
   

  	
  ACTIVITY (as applicable)

  
	
  Customer/Loan Servicing

  	
   

  	
  Audit/Review Processes as directed by Management

  
	
   

  	
   

  	
  Autopays

  
	
   

  	
   

  	
  Balance Pmts & Rejects

  
	
   

  	
   

  	
  Collateral (Security) Filing follow up & Release

  
	
   

  	
   

  	
  Credit Bureau Reporting

  
	
   

  	
   

  	
  Customer Care Calls

  
	
   

  	
   

  	
  Deferral/Waiver of Servicing fees (e.g. late fees, NSF fees, etc.)

  
	
   

  	
   

  	
  Deposit Returns

  
	
   

  	
   

  	
  Dispute Resolution Processing (e.g. read letter, make decision, send
  letter, close dispute

  
	
   

  	
   

  	
  Imaging of loan files

  
	
   

  	
   

  	
  Insurance Settlement & Claims

  
	
   

  	
   

  	
  Investigate Fraud Accounts

  
	
   

  	
   

  	
  Itemize Account History

  
	
   

  	
   

  	
  Key Entry

  
	
   

  	
   

  	
  Key/Maintain Cardholder Database

  
	
   

  	
   

  	
  Logging in DB

  
	
   

  	
   

  	
  Lost/Stolen Account Transfer

  
	
   

  	
   

  	
  Mail C/H Statement

  
	
   

  	
   

  	
  Make Copies

  
	
   

  	
   

  	
  Management of off-site storage of Loan files

  
	
   

  	
   

  	
  Order Checks

  
	
   

  	
   

  	
  Order Statements

  
	
   

  	
   

  	
  Payment Preparation

  
	
   

  	
   

  	
  Payment Processing

  
	
   

  	
   

  	
  Payment Research

  
	
   

  	
   

  	
  Plastics Processing

  
	
   

  	
   

  	
  Process APS

  
	
   

  	
   

  	
  Process CCC Queue

  
	
   

  	
   

  	
  Process Dispute

  
	
   

  	
   

  	
  Process Mail-in Requests for Information

  
	
   

  	
   

  	
  Process Microfiche

  
	
   

  	
   

  	
  Process Microfilm

  
	
   

  	
   

  	
  Process NSF Checks

  
	
   

  	
   

  	
  Process Pay-by-Phone Payments

  
	
   

  	
   

  	
  Process prepaid finance charge refunds

  
	
   

  	
   

  	
  Process Refund Credit Balances

  
	
   

  	
   

  	
  Process Ret. Plastics & Stmts.

  
	
   

  	
   

  	
  Process Returns from Accounting

  
	
   

  	
   

  	
  Processing of Prepayment Penalties

  
	
   

  	
   

  	
  Promo Adjustments – Batch

  
	
   

  	
   

  	
  Promo Adjustments – Online

  
	
   

  	
   

  	
  Promo Changes

  
	
   

  	
   

  	
  Provide & Process Payoff Requests

  
	
   

  	
   

  	
  Provide & Process Verification of Mortgage requests

  
	
   

  	
   

  	
  Provide Amortization Schedules

  
	
   

  	
   

  	
  Reading/Proofing/Typing Letters

  
	
   

  	
   

  	
  Reallocating Payments

  



 


15

















 


	
   

  	
   

  	
  SAR Reporting

  
	
   

  	
   

  	
  Screen Incoming Fraud Cases

  
	
   

  	
   

  	
  Send System Merch. Letters

  
	
   

  	
   

  	
  Service Account holder Calls

  
	
   

  	
   

  	
  Sort & Distribute Mail

  
	
   

  	
   

  	
  Validate ACDV

  
	
   

  	
   

  	
  VRU Calls

  
	
   

  	
   

  	
   

  
	
  Collections

  	
   

  	
  Answer Voicemail/Telephone

  
	
   

  	
   

  	
  Audit Reages

  
	
   

  	
   

  	
  Audit/Bill Agencies

  
	
   

  	
   

  	
  Audit/Review Processes as directed by Management

  
	
   

  	
   

  	
  Bankruptcy Reporting

  
	
   

  	
   

  	
  CCCS Proposals and Drops

  
	
   

  	
   

  	
  Charge off Reporting

  
	
   

  	
   

  	
  Collect Charge off Accounts

  
	
   

  	
   

  	
  Delinquency Reporting

  
	
   

  	
   

  	
  Drop Accounts from Hardship

  
	
   

  	
   

  	
  Early Outs

  
	
   

  	
   

  	
  Early Stage Delinquency Account Management

  
	
   

  	
   

  	
  Evaluate Collateral

  
	
   

  	
   

  	
  Hardship Correspondence

  
	
   

  	
   

  	
  Issue Cashier Checks and Wires

  
	
   

  	
   

  	
  Key Priority Grams

  
	
   

  	
   

  	
  Late Stage Delinquency Account Management

  
	
   

  	
   

  	
  Maintain Agency Accounts

  
	
   

  	
   

  	
  Monitor Sold Accounts

  
	
   

  	
   

  	
  Process Loan Account Modifications (e.g. deferrals, extensions, rate
  mod, etc.) pursuant to policy guidelines

  
	
   

  	
   

  	
  Process Bankrupt Accounts, including Reaffirmations

  
	
   

  	
   

  	
  Process Charge offs

  
	
   

  	
   

  	
  Process Collateral Repossessions

  
	
   

  	
   

  	
  Process Deceased Accounts

  
	
   

  	
   

  	
  Process Foreclosures

  
	
   

  	
   

  	
  Process Settlements

  
	
   

  	
   

  	
  Process/Accept ACH payments

  
	
   

  	
   

  	
  Process/Accept Pay-by-Phone payments

  
	
   

  	
   

  	
  Provide, prepare, remit & retain default notices

  
	
   

  	
   

  	
  Provide, prepare, remit & retain other notices &
  letters as required by program, state & federal law

  
	
   

  	
   

  	
  Reage Accounts

  
	
   

  	
   

  	
  Refund Fees/FC

  
	
   

  	
   

  	
  Research/Review – Non Phone

  
	
   

  	
   

  	
  Research/Review on Phone

  
	
   

  	
   

  	
  Skip Tracing

  
	
   

  	
   

  	
  Take Inbound Calls

  



 


16