exv4w12



 





Exhibit 4.12




ORIGINATOR PERFORMANCE GUARANTY




dated as of August 12, 2004




by




GENERAL ELECTRIC CAPITAL CORPORATION,

as Originator Performance Guarantor




Originator Performance Guaranty




 









 








TABLE OF CONTENTS



(continued)




	 	 	 	 	 
	 	 	Page
	ARTICLE I DEFINITIONS AND INTERPRETATION
	 	 	1	 
	Section 1.1 Definitions
	 	 	1	 
	Section 1.2 Rules of Construction
	 	 	3	 
	ARTICLE II ORIGINATOR PERFORMANCE GUARANTY
	 	 	3	 
	Section 2.1 Originator Performance Guaranty
	 	 	3	 
	ARTICLE III MISCELLANEOUS
	 	 	7	 
	Section 3.1 Notices
	 	 	7	 
	Section 3.2 Binding Effect; Assignability
	 	 	7	 
	Section 3.3 Termination; Survival of Guaranteed Originator Obligations Upon Facility Termination Date
	 	 	8	 
	Section 3.4 Costs, Expenses and Taxes
	 	 	8	 
	Section 3.5 No Waiver; Remedies
	 	 	9	 
	Section 3.6 GOVERNING LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL
	 	 	9	 
	Section 3.7 Counterparts
	 	 	11	 
	Section 3.8 Severability
	 	 	11	 
	Section 3.9 Section Titles
	 	 	11	 





Originator Performance Guaranty


-i-









 






     ORIGINATOR PERFORMANCE GUARANTY, dated as of August 12, 2004 (this
“Guaranty”) by GENERAL ELECTRIC CAPITAL CORPORATION (“GE Capital”), a Delaware
corporation, in its capacity as performance guarantor hereunder (in such
capacity, together with its successors and assigns, the “Originator Performance
Guarantor”).



ARTICLE I




DEFINITIONS AND INTERPRETATION




     Section 1.1 Definitions.



     “Administration Agreement” means that certain Administration Agreement
dated as of the August 12, 2004 among the Administrator, the Issuer and the
Trustee.



     “Administrator” means GE Capital, in its capacity as Administrator under
the Administration Agreement, or any other Person designated as a successor
Administrator thereunder.



     “Bankruptcy Code” means the provisions of Title 11 of the United States
Code, 11 U.S.C. §§ 101, et seq.



     “Business Day” means any day that is not a Saturday, a Sunday or a day on
which banks are required or permitted to be closed in the State of New York,
the State of Connecticut or the State of Illinois.



     “Class” means any class of Notes of any Series.



     “Closing Date” means August 12, 2004.



     “Collateral” is defined in the Indenture.



     “Event of Default” is defined in the Indenture.



     “First Tier Agreement” means the Receivables Sale Agreement dated as of
August 12, 2004 among the Originators and the Transferor.



     “GE Capital” is defined in the preamble.



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



     “Guaranteed Originator Obligations” is defined in Section 2.1.



     “Guaranty” is defined in the preamble.



     “Indenture” means the Master Indenture dated as of August 12, 2004 between
the Trust and the Indenture Trustee.


Originator Performance Guaranty


 









 





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



     “Indenture Trustee” means, at any time, the Person acting as indenture
trustee under the Indenture. As of the Closing Date, the Indenture Trustee is
Wilmington Trust Company.



     “Issuer” means GE Dealer Floorplan Master Note Trust, a Delaware statutory
trust.



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



     “Master Servicer” means GE Capital, in its capacity as the master servicer
under the Servicing Agreement, or any other Person designated as a successor
master servicer pursuant to the Servicing Agreement.



     “Note” is defined in the Indenture.



     “Originator” means each of the Persons from time to time party to the
First Tier Agreement as “Sellers”. As of the Closing Date, the only
Originators are GE Commercial Distribution Finance Corporation, Transamerica
Commercial Finance Corporation, and Brunswick Acceptance Company, LLC.



     “Originator Performance Guarantor” is defined in the preamble.



     “Person” means any individual, sole proprietorship, partnership, joint
venture, unincorporated organization, trust (including a business trust),
association, corporation, limited liability company, institution, public
benefit corporation, joint stock company, Governmental Authority or any other
entity of whatever nature.



     “Related Documents” means, the First Tier Agreement, the Second Tier
Agreement, the Notes, the Trust Agreement, the Administration Agreement, the
Servicing Agreement, this Guaranty, the Indenture, any Indenture Supplement and
including all other pledges, powers of attorney, consents, assignments,
contracts, notices, and all other written matter whether heretofore, now or
hereafter executed by or on behalf of any Person, or any employee of any
Person, and delivered in connection with any of the foregoing or the
transactions contemplated thereby. Any reference in this Guaranty to a Related
Document shall include all Appendices thereto, and all amendments,
restatements, supplements or other modifications thereto, and shall refer to
such Related Document as the same may be in effect at any and all times such
reference becomes operative.



     “S&P Condition” is defined in the Indenture.



     “Second Tier Agreement” means that certain Receivables Purchase and
Contribution Agreement dated as of August 12, 2004, between the Transferor and
the Trust.


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     “Series” is defined in the Indenture.



     “Series Maturity Date” is defined in the Indenture.



     “Servicing Agreement” means that certain Servicing Agreement dated as of
August 12, 2004, between the Master Servicer and the Trust.



     “Transferor” means CDF Funding, Inc.



     “Transferred Receivable” is defined in the Indenture.



     “Trust” means the Issuer.



     “Trust Agreement” means that certain Amended and Restated Trust Agreement
dated as August 12, 2004 between the Transferor and the Trustee.



     “Trustee” means The Bank of New York (Delaware), not in its individual
capacity but solely as trustee pursuant to the Trust Agreement.



     “UCC” means, unless the context otherwise requires, the Uniform Commercial
Code as in effect in the relevant jurisdiction.



     Section 1.2 Rules of Construction. All terms defined directly or by
incorporation in this Guaranty shall have the defined meanings when used in any
certificate or other document delivered pursuant hereto unless otherwise
defined therein. For purposes of this Guaranty and all such certificates and
other documents, unless the context otherwise requires: (a) accounting terms
not otherwise defined herein, and accounting terms partly herein to the extent
not defined, shall have the respective meanings given to them under generally
accepted accounting principles; (b) references to any month, quarter or year
refer to a calendar month, quarter or year; (c) terms defined in Article 9 of
the UCC and not otherwise defined in herein are used as defined in that
Article; (d) references to any amount as on deposit or outstanding on any
particular date means 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 Guaranty (or the certificate or other document in which they are used) as
a whole and not to any particular provision of this Guaranty (or such
certificate or document); (f) references to any Section, Schedule or Exhibit
are references to Sections, Schedules and Exhibits in or to this Guaranty (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 or supplemented or as the terms of such
agreement are waived or modified in accordance with its terms; (j) references
to any Person include that Person’s successors and assigns; and (k) headings
are for purposes of reference only and shall not otherwise affect the meaning
or interpretation of any provision hereof.



Originator Performance Guaranty


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ARTICLE II




ORIGINATOR PERFORMANCE GUARANTY




     Section 2.1 Originator Performance Guaranty.




     (a) Unconditional Undertaking; Enforcement. The Originator
Performance Guarantor hereby unconditionally and irrevocably undertakes
and agrees with and for the benefit of the Issuer to cause the due
performance and observance by each Originator of all of the terms,
covenants, conditions, agreements and undertakings on the part of such
Originator, to be performed or observed under the First Tier Agreement or
any document delivered in connection with the First Tier Agreement in
accordance with the terms hereof and thereof including any agreement of
such Originator to pay any money under the First Tier Agreement or any
such other document (all such terms, covenants, conditions, agreements
and undertakings on the part of any Originator to be performed or
observed by such Originator being collectively called the “Guaranteed
Originator Obligations”). In the event that any Originator shall fail in
any manner whatsoever to perform or observe any of the Guaranteed
Originator Obligations when the same shall be required to be performed or
observed under the First Tier Agreement or any such other document (after
giving effect to any cure period), then the Originator Performance
Guarantor will itself duly perform or observe, or cause to be duly
performed or observed, such Guaranteed Originator Obligation, and it
shall not be a condition to the accrual of the obligation of the
Originator Performance Guarantor hereunder to perform or observe any
Guaranteed Originator Obligation (or to cause the same to be performed or
observed) that the Issuer shall have first made any request of or demand
upon or given any notice to the Originator Performance Guarantor or to
any Originator, or have instituted any action or proceeding against the
Originator Performance Guarantor or any Originator in respect thereof.
Notwithstanding anything to the contrary contained in this Guaranty, the
obligations of the Originator Performance Guarantor hereunder in respect
of the Originators are expressly limited to the Guaranteed Originator
Obligations. The obligations of the Originator Performance Guarantor
hereunder shall rank pari passu with senior unsecured debt of the
Originator Performance Guarantor.




     (b) Enforcement. The Issuer, including the Indenture Trustee, may
proceed to enforce the obligations of the Originator Performance
Guarantor under this Guaranty without first pursuing or exhausting any
right or remedy which the Issuer or the Indenture Trustee may have
against any Originator, any other Person or any collateral.




     (c) Obligations Absolute. To the extent permitted by law, the
Originator Performance Guarantor will perform its obligations under this
Guaranty regardless of any law now or hereafter in effect in any
jurisdiction affecting any of the terms of this Guaranty or any document
delivered in connection with this Guaranty or the rights of the Issuer
with respect thereto. The obligations of the Originator Performance
Guarantor under this Guaranty shall be absolute and unconditional
irrespective of:




     (i) any lack of validity or enforceability or the discharge or
disaffirmance (by any Person, including a trustee in bankruptcy) of
the


Originator Performance Guaranty


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Guaranteed Originator Obligations, any Related Document or any
Transferred Receivable or any document or any other agreement or
instrument relating thereto;




     (ii) any exchange, release or non-perfection of any
collateral, or any release or amendment or waiver of or consent to
departure from any other guaranty, for all or any of the Guaranteed
Originator Obligations;




     (iii) the existence of any claim, setoff or other rights that
the Originator Performance Guarantor may have at any time against
any Originator in connection herewith or any unrelated transaction;




     (iv) any failure to obtain any authorization or approval from
or other action by, or to notify or file with, any Governmental
Authority or regulatory body required in connection with the
performance of such obligations by any Originator; or




     (v) any impossibility or impracticality of performance,
illegality, force majeure, any act of any Governmental Authority or
any other circumstance which might constitute a legal or equitable
defense available to, or a discharge of, any Originator or the
Originator Performance Guarantor, or any other circumstance, event
or happening whatsoever, whether foreseen or unforeseen and whether
similar or dissimilar to anything referred to above in this
Guaranty.



The Originator Performance Guarantor further agrees that its obligations under
this Guaranty shall not be limited by any valuation or estimation made in
connection with any proceedings involving any Originator or the Originator
Performance Guarantor filed under the Bankruptcy Code, whether pursuant to
Section 502 of the Bankruptcy Code or any other Section thereof. The
Originator Performance Guarantor further agrees that the Issuer shall not be
under any obligation to marshall any assets in favor of or against or in
payment of any or all of the Guaranteed Originator Obligations. The Originator
Performance Guarantor further agrees that, to the extent that a payment or
payments are made by or on behalf of any Originator, which payment or payments
or any part thereof are subsequently invalidated, declared to be fraudulent or
preferential, set aside and/or required to be repaid to such Originator, or the
estate, trustee, receiver or any other party relating to such Originator,
including the Originator Performance Guarantor, under any bankruptcy law, state
or federal law, common law or equitable cause then to the extent of such
payment or repayment, the Guaranteed Originator Obligations or part thereof
which had been paid, reduced or satisfied by such amount shall be reinstated
and continued in full force and effect as of the date such initial payments,
reduction or satisfaction occurred. The obligations of the Originator
Performance Guarantor under this Guaranty shall not be discharged except by
performance as provided herein.




     (d) Irrevocability. The Originator Performance Guarantor agrees
that its obligations under this Guaranty shall be irrevocable. In the
event that under applicable law (notwithstanding the Originator
Performance Guarantor’s agreement regarding the irrevocable nature of its
obligations hereunder) the Originator Performance Guarantor shall have
the right to revoke this Guaranty, this Guaranty shall continue in full
force and


Originator Performance Guaranty


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effect until a written revocation hereof specifically referring
hereto, signed by the Originator Performance Guarantor, is actually
received by the Issuer at the address determined in accordance with
Section 3.1. Any such revocation shall not affect the right of the
Issuer to enforce its rights under this Guaranty with respect of (i) any
Guaranteed Originator Obligation (including any Guaranteed Originator
Obligation that is contingent or unmatured) which arose on or prior to
the date the aforementioned revocation was received by the Issuer or (ii)
any Transferred Receivable which was purchased or otherwise acquired by
the Issuer on or prior to the date the aforementioned revocation was
received by the Issuer. For purposes of the preceding sentence, all
Guaranteed Originator Obligations that relate to, or arise in connection
with, any Transferred Receivable that existed on or prior to the date the
aforementioned revocation is received by the Issuer, shall be covered by
this Guaranty notwithstanding such revocation. If the Issuer acquires an
ownership interest in the Transferred Receivables or takes other action
in reliance on this Guaranty after any such revocation by the Originator
Performance Guarantor but prior to the receipt by the Issuer of said
written revocation, the rights of the Issuer with respect thereto shall
be the same as if such revocation had not occurred. Without limiting the
foregoing, this Guaranty may not be revoked at any time until the date,
following the Series Maturity Date of each Series, on which the
outstanding balance of the Transferred Receivables has been reduced to
zero.




     (e) Waiver. The Originator Performance Guarantor hereby waives
promptness, diligence, notice of acceptance and any other notice with
respect to any of the Guaranteed Originator Obligations and any Related
Document and any requirement that the Issuer exhaust any right or take
any action against any Originator, any other Person or any collateral.




     (f) Subrogation. The Originator Performance Guarantor will not
exercise or assert any rights which it may acquire by way of subrogation
under this Guaranty unless and until all of the Guaranteed Originator
Obligations shall have been paid and performed in full. If any payment
shall be made to the Originator Performance Guarantor on account of any
subrogation rights at any time when all of the Guaranteed Originator
Obligations shall not have been paid and performed in full, each and
every amount so paid will be held in trust for the benefit of the Issuer
and forthwith be paid to the Issuer, to be credited and applied to the
Guaranteed Originator Obligations to the extent then unsatisfied, in
accordance with the terms of the Second Tier Agreement or any document
delivered in connection with the Second Tier Agreement, as the case may
be. In the event (i) the Originator Performance Guarantor shall have
satisfied any of the Guaranteed Originator Obligations and (ii) all of
the Guaranteed Originator Obligations shall have been paid and performed
in full, the Issuer will at the Originator Performance Guarantor’s
request and expense, execute and deliver to the Originator Performance
Guarantor appropriate documents, without recourse and without
representation or warranty of any kind, necessary to evidence or confirm
the transfer by way of subrogation to the Originator Performance
Guarantor of the rights of the Issuer with respect to the Guaranteed
Originator Obligations to which the Originator Performance Guarantor
shall have become entitled by way of subrogation and thereafter the
Issuer shall have no responsibility to the Originator Performance
Guarantor or any other Person with respect thereof.


Originator Performance Guaranty


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ARTICLE III




MISCELLANEOUS




     Section 3.1 Notices. Except as otherwise provided herein, whenever it is
provided herein that any notice, demand, request, consent, approval,
declaration or other communication shall or may be given to or served upon any
Person, or whenever any Person desires to give or serve upon any other Person
any communication with respect to this Guaranty, each such notice, demand,
request, consent, approval, declaration or other communication shall be in
writing and shall be deemed to have been validly served, given or delivered (a)
upon the earlier of actual receipt and three (3) Business Days after deposit in
the United States mail, registered or certified mail, return receipt requested,
with proper postage prepaid, (b) upon transmission, when sent by telecopy or
other similar facsimile transmission (with such telecopy or facsimile promptly
confirmed by delivery of a copy by personal delivery or United States mail as
otherwise provided in this Section 3.1), (c) one (1) Business Day after deposit
with a reputable overnight courier with all charges prepaid or (d) when
delivered, if hand-delivered by messenger, all of which shall be addressed to
the Person to be notified and sent to the address or facsimile number indicated
below or to such other address (or facsimile number) as may be substituted by
notice given as herein provided. The giving of any notice required hereunder
may be waived in writing by the Person entitled to receive such notice.
Whenever it is provided herein that a notice is to be given to any Person by a
specific time, such notice shall only be effective if actually received by such
Person prior to such time, and if such notice is received after such time or on
a day other than a Business Day, such notice shall only be effective on the
immediately succeeding Business Day.



          If to the Originator Performance Guarantor:



	 	 	 
	

	 	General Electric Capital Corporation,
	

	 	as Originator Performance Guarantor
	

	 	44 Old Ridgebury Road
	

	 	Danbury, Connecticut 06810
	

	 	Attn: Capital Market, Operations
	

	 	Telephone: (203) 796-5518
	

	 	Telecopy: (203) 796-5554







          If to the Issuer:



	 	 	 
	

	 	GE Dealer Floorplan Master Note Trust
	

	 	c/o General Electric Capital Corporation
	

	 	44 Old Ridgebury Road
	

	 	Danbury, Connecticut 06810
	

	 	Attention: Manager, Securitization
	

	 	Telephone: (203) 357-4328
	

	 	Facsimile: (203) 961-2953







     Section 3.2 Binding Effect; Assignability. This Guaranty shall be binding
upon and inure to the benefit of the Issuer and its successors and permitted
assigns. The Originator


Originator Performance Guaranty


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Performance Guarantor may not assign, transfer, hypothecate or otherwise
convey any of its rights or obligations hereunder or interests herein without
the express prior written consent of the Issuer and having satisfied the S&P
Condition. Any such purported assignment, transfer, hypothecation or other
conveyance by the Originator Performance Guarantor without the prior express
written consent of the Issuer shall be void. The Issuer may, at any time,
assign any of its rights and obligations hereunder or interests herein to any
Person and any such assignee may further assign at any time its rights and
obligations hereunder or interests herein (including any rights it may have to
exercise remedies hereunder), in each case without the consent of the
Originator Performance Guarantor. If such assignment is made to anyone other
than the Indenture Trustee, the S&P Condition must be satisfied.



     Section 3.3 Termination; Survival of Guaranteed Originator Obligations
Upon Facility Termination Date. This Guaranty shall create and constitute the
continuing obligation of the Originator Performance Guarantor in accordance
with its terms, and shall remain in full force and effect until the date,
following the Series Maturity Date of each Series, on which the outstanding
balance of the Transferred Receivables has been reduced to zero.



     Section 3.4 Costs, Expenses and Taxes.




     (a) The Originator Performance Guarantor shall reimburse the Issuer
for all out-of-pocket expenses incurred in connection with the
negotiation and preparation of this Guaranty (including the reasonable
fees and expenses of all of its special counsel, advisors, consultants
and auditors retained in connection with the transactions contemplated
thereby and advice in connection therewith). The Originator Performance
Guarantor is also liable for all of its own out-of-pocket expenses
incurred in connection with the negotiation, preparation and the carrying
out of its obligations under this Guaranty (including the reasonable fees
and expenses of all of its special counsel, advisors, consultants and
auditors retained in connection with the transactions contemplated
thereby and advice in connection therewith). The Originator Performance
Guarantor shall reimburse the Issuer for all fees, costs and expenses,
including the fees, costs and expenses of counsel or other advisors for
advice, assistance, or other representation in connection with:




     (i) any amendment, modification or waiver of, consent with
respect to, or termination of this Guaranty or advice in connection
with the administration thereof or its rights hereunder or
thereunder; and




     (ii) any Litigation, contest or dispute (whether instituted by
the Originator Performance Guarantor, the Issuer or any other
Person as a party, witness, or otherwise) in any way relating to
this Guaranty or any other agreement to be executed or delivered in
connection herewith, including any Litigation, contest, dispute,
suit, case or proceeding and any appeal or review thereof, in
connection with a case commenced by or against the Originator
Performance Guarantor or any other Person that may be obligated to
the Issuer by virtue of this Guaranty, including any such
Litigation, contest, dispute, suit or proceeding arising in
connection with any work-out or restructuring of the transactions
contemplated hereby during the pendency of one or more Events of
Default;


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including all attorneys’ and other professional and service providers’ fees
arising from such services, including those in connection with any appellate
proceedings, and all expenses, costs, charges and other fees incurred by such
counsel and others in connection with or relating to any of the events or
actions described in this Section 3.4, all of which shall be payable, on
demand, by the Originator Performance Guarantor to the Issuer. Without
limiting the generality of the foregoing, such expenses, costs, charges and
fees may include: fees, costs and expenses of accountants and paralegals; court
costs and expenses; photocopying and duplication expenses; court reporter fees,
costs and expenses; long distance telephone charges; air express charges;
telegram or telecopy charges; secretarial overtime charges; and expenses for
travel, lodging and food paid or incurred in connection with the performance of
such legal or other advisory services.




     (b) In addition, the Originator Performance Guarantor shall pay on
demand any and all stamp, sales, excise and other taxes (excluding income
taxes) and fees payable or determined to be payable in connection with
the execution, delivery, filing or recording of this Guaranty, and the
Originator Performance Guarantor agrees to indemnify and save the Issuer
harmless from and against any and all liabilities with respect to or
resulting from any delay or failure to pay such taxes and fees.



      Section 3.5 No Waiver; Remedies. The failure by the Issuer, at any time
or times, to require strict performance by the Originator Performance Guarantor
of any provision of this Guaranty shall not waive, affect or diminish any right
of the Issuer thereafter to demand strict compliance and performance herewith
or therewith. Any suspension or waiver of any breach or default hereunder
shall not suspend, waive or affect any other breach or default whether the same
is prior or subsequent thereto and whether the same or of a different type.
None of the undertakings, agreements, warranties, covenants and representations
of the Originator Performance Guarantor contained in this Guaranty, and no
breach or default by the Originator Performance Guarantor hereunder, shall be
deemed to have been suspended or waived by the Issuer unless such waiver or
suspension is by an instrument in writing signed by the Issuer and directed to
the Originator Performance Guarantor, as applicable, specifying such suspension
or waiver. The rights and remedies of the Issuer under this Guaranty shall be
cumulative and nonexclusive of any other rights and remedies that the Issuer
may have under any other agreement, including the other Related Documents, by
operation of law or otherwise. Recourse to the Collateral shall not be
required.



     Section  3.6 GOVERNING LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL.




     (a) THIS GUARANTY 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 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK BUT
WITHOUT REGARD TO ANY OTHER CONFLICT OF LAW PROVISIONS THEREOF) AND ANY
APPLICABLE LAWS OF THE UNITED STATES OF AMERICA.



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     (b) THE ORIGINATOR PERFORMANCE GUARANTOR 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 PERTAINING TO THIS GUARANTY OR TO ANY MATTER ARISING
OUT OF OR RELATING TO THIS GUARANTY; PROVIDED, 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 GUARANTY SHALL BE DEEMED OR OPERATE TO PRECLUDE THE ISSUER FROM
BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO
ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF THE ISSUER. THE
ORIGINATOR PERFORMANCE GUARANTOR SUBMITS AND CONSENTS IN ADVANCE TO SUCH
JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND THE
ORIGINATOR PERFORMANCE GUARANTOR HEREBY WAIVES ANY OBJECTION THAT IT 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. THE ORIGINATOR
PERFORMANCE GUARANTOR 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 3.1 AND THAT SERVICE SO MADE SHALL
BE DEEMED COMPLETED UPON THE EARLIER OF SUCH PARTY’S ACTUAL RECEIPT
THEREOF OR THREE DAYS AFTER DEPOSIT IN THE UNITED STATES MAIL, PROPER
POSTAGE PREPAID. NOTHING IN THIS SECTION SHALL AFFECT THE RIGHT OF ANY
PERSON 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 ORIGINATOR PERFORMANCE
GUARANTOR DESIRES THAT DISPUTES ARISING WITH RESPECT TO THIS GUARANTY 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 ORIGINATOR PERFORMANCE GUARANTOR WAIVES 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,


Originator Performance Guaranty


10









 






CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THIS GUARANTY OR THE
TRANSACTIONS CONTEMPLATED HEREBY.



     Section 3.7 Counterparts. This Guaranty may be executed in any number of
separate counterparts, each of which shall collectively and separately
constitute one agreement.



     Section 3.8 Severability. Wherever possible, each provision of this
Guaranty shall be interpreted in such a manner as to be effective and valid
under applicable law, but if any provision of this Guaranty shall be prohibited
by or invalid under applicable law, such provision shall be ineffective only to
the extent of such prohibition or invalidity without invalidating the remainder
of such provision or the remaining provisions of this Guaranty.



     Section 3.9 Section Titles. The section titles and table of contents
contained in this Guaranty are and shall be without substantive meaning or
content of any kind whatsoever and are not a part of this Guaranty.



[Signatures Follow]



Originator Performance Guaranty


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     IN WITNESS WHEREOF, the Originator Performance Guarantor has caused this
Originator Performance Guaranty to be executed as of the date first above
written.



	 	 	 
	

	 	GENERAL ELECTRIC CAPITAL CORPORATION,
	

	 	as Originator Performance Guarantor
	 
	 	 
	

	 	By: /s/ Mark S. Barber
	

	 	Name: Mark S. Barber
	

	 	Title: Vice President





Originator Performance Guaranty


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Accepted as of the date first above written:




GE DEALER FLOORPLAN MASTER NOTE TRUST,

as Issuer



By: The Bank of New York (Delaware), not in its

individual capacity but solely on behalf of the Issuer



	 	 	 	 	 
	By:

	 	/s/ Kristine K. Gullo	 	 
	

	 	Name: Kristine K. Gullo	 	 
	

	 	Title: Asst. Vice President	 	 






Originator Performance Guaranty


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