exv4w8



 





Exhibit 4.8











SERVICING AGREEMENT




Dated as of August 12, 2004




between




GE DEALER FLOORPLAN MASTER NOTE TRUST




and




GENERAL ELECTRIC CAPITAL CORPORATION,

as Master Servicer











Servicing Agreement





 









 








TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page
	ARTICLE I	 	 	 	 
	DEFINITIONS AND INTERPRETATION	 	 	 	 
	SECTION 1.1	 	Definitions
	 	 	1	 
	SECTION 1.2	 	Other Interpretive Matters
	 	 	9	 
	ARTICLE II	 	 	 	 
	APPOINTMENT OF MASTER SERVICER; CERTAIN DUTIES

AND RESPONSIBILITIES OF MASTER SERVICER	 	 	 	 
	SECTION 2.1	 	Appointment of Master Servicer
	 	 	10	 
	SECTION 2.2	 	Duties and Responsibilities of Master Servicer
	 	 	10	 
	SECTION 2.3	 	Unrelated Amounts
	 	 	11	 
	SECTION 2.4	 	Authorization of Master Servicer
	 	 	11	 
	SECTION 2.5	 	Servicing Fees
	 	 	11	 
	SECTION 2.6	 	Covenants of Master Servicer
	 	 	12	 
	SECTION 2.7	 	Reporting Requirements
	 	 	13	 
	SECTION 2.8	 	Annual Master Servicer’s Certificate
	 	 	13	 
	SECTION 2.9	 	Annual Independent Public Accountants’ Servicing Report
	 	 	13	 
	SECTION 2.10	 	Notices to Transferor
	 	 	14	 
	SECTION 2.11	 	Collections
	 	 	14	 
	SECTION 2.12	 	Allocations and Disbursements
	 	 	14	 
	SECTION 2.13	 	New Series
	 	 	14	 
	SECTION 2.14	 	Servicer Advances
	 	 	14	 
	ARTICLE III	 	 	 	 
	REPRESENTATIONS AND WARRANTIES	 	 	 	 
	SECTION 3.1	 	Representations and Warranties of Master Servicer
	 	 	15	 
	ARTICLE IV	 	 	 	 
	ADDITIONAL MATTERS RELATING TO MASTER SERVICER	 	 	 	 
	SECTION 4.1	 	Covenants of Master Servicer Regarding the Transferred Receivables
	 	 	16	 
	SECTION 4.2	 	Merger or Consolidation of, or Assumption of the Obligations of Master Servicer
	 	 	17	 
	SECTION 4.3	 	Access to Certain Documentation and Information Regarding the Receivables
	 	 	18	 
	ARTICLE V	 	 	 	 
	SERVICER DEFAULTS	 	 	 	 
	SECTION 5.1	 	Servicer Defaults
	 	 	18	 





Servicing Agreement



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TABLE OF CONTENTS
(continued)




	 	 	 	 	 	 	 
	 	 	 	 	Page
	ARTICLE VI	 	 	 	 
	SUCCESSOR MASTER SERVICER	 	 	 	 
	SECTION 6.1	 	Resignation of Master Servicer
	 	 	19	 
	SECTION 6.2	 	Appointment of the Successor Master Servicer
	 	 	20	 
	SECTION 6.3	 	Duties of Master Servicer
	 	 	20	 
	SECTION 6.4	 	Effect of Termination or Resignation
	 	 	21	 
	ARTICLE VII	 	 	 	 
	INDEMNIFICATION	 	 	 	 
	SECTION 7.1	 	Indemnities by Master Servicer
	 	 	21	 
	SECTION 7.2	 	Limitation of Damages; Indemnified Persons
	 	 	21	 
	SECTION 7.3	 	Limitation on Liability of Master Servicer and Others
	 	 	21	 
	ARTICLE VIII	 	 	 	 
	MISCELLANEOUS	 	 	 	 
	SECTION 8.1	 	Notices
	 	 	22	 
	SECTION 8.2	 	Binding Effect; Assignability
	 	 	23	 
	SECTION 8.3	 	Termination; Survival of Obligations
	 	 	23	 
	SECTION 8.4	 	No Proceedings
	 	 	23	 
	SECTION 8.5	 	Complete Agreement; Modification of Agreement
	 	 	23	 
	SECTION 8.6	 	Amendments and Waivers
	 	 	23	 
	SECTION 8.7	 	No Waiver; Remedies
	 	 	24	 
	SECTION 8.8	 	GOVERNING LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL
	 	 	24	 
	SECTION 8.9	 	Counterparts
	 	 	25	 
	SECTION 8.10	 	Severability
	 	 	25	 
	SECTION 8.11	 	Section Titles
	 	 	25	 
	SECTION 8.12	 	Limited Recourse
	 	 	25	 
	SECTION 8.13	 	Further Assurances
	 	 	26	 
	SECTION 8.14	 	Pledge of Assets
	 	 	26	 
	SECTION 8.15	 	Waiver of Setoff
	 	 	26	 
	SECTION 8.16	 	Limitation of Liability of the Trustee
	 	 	26	 
	Schedule 2.7   Reporting Requirements	 	 	 	 
	Exhibit A        Form of Annual Servicer’s Certificate	 	 	 	 






Servicing Agreement




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     This SERVICING AGREEMENT, dated as of August 12, 2004 (this “Agreement”),
is entered into between GENERAL ELECTRIC CAPITAL CORPORATION, in its capacity
as the Master Servicer (as defined below), and GE DEALER FLOORPLAN MASTER NOTE
TRUST, a Delaware statutory trust (“Owner”).



     In consideration of the premises and the mutual covenants hereinafter
contained, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:



ARTICLE I




DEFINITIONS AND INTERPRETATION




     SECTION 1.1 Definitions.



     “Account” means each Initial Account and, from and after the related
Addition Date, each Additional Account. The term “Account” shall not include
any Removed Accounts.



     “Account Schedule” is defined in the First Tier Agreement.



     “Addition Date” is defined in the First Tier Agreement.



     “Additional Accounts” means each individual revolving credit arrangement
established by an Originator with a Dealer in connection with the Floorplan
Business or the Asset Based Lending Business, which account is designated
pursuant to the First Tier Agreement to be included as an Account and is
identified in an Account Schedule delivered to the Indenture Trustee.



     “Accounts Receivable” means, with respect to any Dealer, all amounts shown
on such Dealer’s records as amounts payable by a customer (which may be a
Dealer) in respect of goods or services sold by such Dealer to such
customer.



     “Accounts Receivable Business” means the extensions of credit made by an
Originator to Dealers in order to finance the Accounts Receivable of such
Dealers.



     “Accounts Receivable Financing Agreement” means an accounts receivable
financing agreement or accounts receivable purchase agreement entered into by
an Originator with a Dealer in connection with the Accounts Receivable
Business.



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



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



Servicing Agreement






 









 








     “Affiliate” means, with respect to any Person, (a) each Person that,
directly or indirectly, owns or controls, whether beneficially, or as a
trustee, guardian or other fiduciary, five percent (5%) or more of the
securities having ordinary voting power in the election of directors of such
Person, (b) each Person that controls, is controlled by or is under common
control with such Person, or (c) each of such Person’s officers, directors,
joint venturers and partners. For the purposes of this definition, “control” of
a Person means the possession, directly or indirectly, of the power to direct
or cause the direction of its management or policies, whether through the
ownership of voting securities, by contract or otherwise.



     “Agreement” is defined in the preamble.



     “Asset Based Lending Business” means the extensions of credit made by an
Originator to Dealers in order to provide loans based on the value of certain
assets of such Dealers.



     “Asset Based Lending Financing Agreement” means an asset based lending
financing agreement entered into by an Originator and a Dealer in connection
with the Asset Based Lending Business.



     “Authorized Officer” means (a) with respect to any bank, corporation or
statutory trust, the Chairman or Vice-Chairman of the Board, the President, any
Vice President, the Secretary, the Treasurer, any Assistant Secretary, any
Assistant Treasurer and each other officer or employee of such corporation or
trustee of such trust specifically authorized in resolutions of the Board of
Directors of such corporation or trustee of such trust to sign agreements,
instruments or other documents on behalf of such corporation or statutory trust
in connection with the transactions contemplated by the Servicing Agreement and
the other Related Documents, and (b) with respect to a limited liability
company, any officer or manager of such limited liability company; provided,
that any Authorized Officer of the Transferor shall be considered to be an
Authorized Officer of Owner.



     “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 Illinois or the State of Connecticut (or, with respect to any
Series, any additional city specified by the related Indenture Supplement).



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



     “Closing Date” means August 12, 2004.



     “Collateral Security” means, with respect to any Receivable, (i) the
security interest, if any, granted by or on behalf of the related Dealer with
respect thereto, including a security interest in the related Products or
assets, (ii) all other security interests or liens and property subject thereto
from time to time purporting to secure payment of such Receivable, whether
pursuant to the agreement giving rise to such Receivable or otherwise, together
with all financing statements filed against a Dealer describing any collateral
securing such Receivable, (iii) all guarantees, insurance and other agreements
(including Floorplan Agreements and subordination agreements with other
lenders) or arrangements of whatever character from time to time supporting or
securing payment of such Receivable whether pursuant to the agreement giving
rise to such Receivable or otherwise, and (iv) all Records in respect of such
Receivable.



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     “Collection Account” means the deposit account designated as such in the
Indenture.



     “Collections” means, without duplication, all payments by or on behalf of
Dealers received by the Master Servicer in respect of the Receivables
(including proceeds from the realization upon any Collateral Security), in the
form of cash, checks, wire transfers or any other form of payment. Collections
of Non-Principal Receivables shall include all Recoveries. Amounts paid by
Transferor pursuant to Section 2.5 of the Second Tier Agreement shall be deemed
to be Principal Collections. Amounts paid by Transferor pursuant to Section
6.1(e) of the Second Tier Agreement shall be deemed to be Principal Collections
to the extent that they represent the purchase price of Principal Receivables.
Amounts paid by the Master Servicer pursuant to Section 2.6 shall be deemed to
be Principal Collections.



     “Commission” means the Securities and Exchange Commission.



     “Credit and Collection Policies” means the credit and collection policies
adopted by Owner pursuant to the Credit and Collection Policies Resolution, as
such credit and collection policies may be amended or modified from time to
time.



     “Credit and Collection Policies Resolution” means a resolution adopted by
the Owner on or prior to the Closing Date.



     “Dealer” means a Person engaged generally in the business of purchasing
consumer or commercial goods from a manufacturer or distributor thereof and
holding such goods for sale or lease in the ordinary course of business or a
Person engaged generally in the business of manufacturing or distributing
consumer or commercial goods for sale to Dealers in the ordinary course of
business.



     “Debtor Relief Laws” means Title 11 of the United States Code and all
other applicable liquidation, conservatorship, bankruptcy, moratorium,
rearrangement, receivership, insolvency, reorganization, suspension of
payments, readjustment of debt, marshalling of assets or similar debtor relief
laws of the United States, any state or any foreign country from time to time
in effect, affecting the rights of creditors generally.



     “Defaulted Receivable” is defined in the First Tier Agreement.



     “Delinquent Receivable” is defined in Section 2.14.



     “Determination Date” means, unless otherwise specified in any Indenture
Supplement with respect to the related Series, the second Business Day
preceding each Payment Date.



     “Eligible Servicer” means the Indenture Trustee, a wholly owned subsidiary
of the Indenture Trustee or an entity that, at the time of its appointment as
Servicer: (a) is servicing a portfolio of dealer floorplan loans (or is a
successor to an entity that was engaged and continues to be engaged in such
servicing); (b) is legally qualified and has the capacity to service the
Accounts; (c) is qualified (or licensed) to use the software that is then being
used to service the Accounts or obtains the right to use, or has its own,
software which is adequate to perform its duties under this Agreement; (d) has
the ability to professionally and competently service a



Servicing Agreement





3









 







portfolio of similar accounts; and (e) has a net worth of at least
$50,000,000 as of the end of its most recent fiscal quarter.




     “Financing Agreement” means any Wholesale Financing Agreement, Accounts
Receivable Financing Agreement or Asset Based Lending Financing Agreement.



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



     “Floorplan Agreement” means an agreement entered into by an Originator and
a Manufacturer establishing certain terms and conditions for the financing of
such Manufacturer’s Dealers by such Originator, which may include such
Manufacturer’s agreement, among other matters, to repurchase from, or remarket
for, such Originator Products sold by such Manufacturer to any of its Dealers
and financed by such Originator under a Wholesale Financing Agreement if such
Originator acquires possession of such Products because of a default by such
Dealer under such Wholesale Financing Agreement, whether by repossession,
voluntary surrender or other circumstances.



     “Floorplan Business” means the extensions of credit made by an Originator
to Dealers in order to finance Products purchased by Dealers from Manufacturers
for sale or lease by such Dealers.



     “GE Capital” means General Electric Capital Corporation, a Delaware
corporation.



     “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.



     “Indemnified Amounts” means, with respect to any Person, any and all
suits, actions, proceedings, claims, damages, losses, liabilities and expenses
(including reasonable attorneys’ fees and disbursements and other costs of
investigation or defense, including those incurred upon any appeal).



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



     “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.



     “Indenture Trustee” means, at any time, the Person acting as indenture
trustee under the Indenture.



     “Initial Account” means each individual revolving credit arrangement
established by an Originator with a Dealer which was identified in the Account
Schedule delivered to the Indenture Trustee on or prior to the Closing Date.



     “Insurance Proceeds” with respect to an Account means any amounts received
by the Master Servicer pursuant to any policy of insurance which are required
to be paid to an



Servicing Agreement





4









 







Originator pursuant to a Wholesale Financing Agreement, Accounts
Receivable Financing Agreement or Asset Based Lending Financing Agreement.




     “Lien” means any mortgage or deed of trust, pledge, hypothecation,
assignment, deposit arrangement, lien, charge, claim, security interest,
easement or encumbrance, or preference, priority or other security agreement or
preferential arrangement of any kind or nature whatsoever (including any lease
or title retention agreement, any financing lease having substantially the same
economic effect as any of the foregoing, and the filing of, or agreement to
give, any financing statement perfecting a security interest under the UCC or
comparable law of any jurisdiction).



     “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.



     “Manufacturer” means a Person engaged generally in the business of
manufacturing or distributing Products for sale or lease to Dealers in the
ordinary course of business.



     “Master Servicer” means GE Capital or any other Person designated as a
Successor Master Servicer.



     “Material Adverse Effect” means a material adverse effect on (a) the
ability of Master Servicer to perform any of its obligations under the Related
Documents in accordance with the terms thereof, (b) the validity or
enforceability of any Related Document or the rights and remedies of Owner
under any Related Document or (c) the Transferred Receivables (including the
collectibility of the Transferred Receivables and the security and other rights
securing and supporting the payment of the Transferred Receivables), the
Financing Agreements or the ownership interests or Liens of Owner thereon or
the priority of such interests or Liens.



     “Monthly Period” means each calendar month.



     “Monthly Servicing Fee” is defined in Section 2.5.



     “Moody’s” means Moody’s Investors Service, Inc.



     “New Issuance” is defined in Section 2.13.



     “Non-Principal Collections” means the sum of (a) Collections constituting
collections of interest and all other non-principal charges (including
insurance service fees and handling fees) on the Receivables; (b) all
Recoveries; (c) all interest and earnings on investments in the Excess Funding
Account (as defined in the Indenture), net of losses and investment expenses;
and (d) to the extent allocable to the Note Trust Certificate (as defined in
the Indenture), “Non-Principal Collections” (as defined in the Pooling and
Servicing Agreement referred to in the Indenture).



     “Non-Principal Receivables” with respect to any Account means all amounts
billed to the related Dealer in respect of interest and all other non-principal
charges.



Servicing Agreement





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     “Noteholder” is defined in the Indenture.



     “Notes” means all notes issued by the Owner pursuant to the Indenture and
the applicable Indenture Supplements.



     “Officer’s Certificate” means, with respect to any Person, a certificate
signed by an Authorized Officer of such Person.



     “Opinion of Counsel” is defined in the Indenture.



     “Originator” means a Person that is party from time to time to the First
Tier Agreement as a “Seller”.



     “Outstanding” is defined in the Indenture.



     “Owner” is defined in the preamble.



     “Participation Interest” is defined in the First Tier Agreement.



     “Payment Date” means, except as otherwise specified for any Series in the
related Indenture Supplement, the twentieth (20th) day of each calendar month,
or if the twentieth (20th) day is not a Business Day, the next Business Day.



     “Payment Date Shortfall” is defined in Section 2.14.



     “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.



     “Pooling and Servicing Agreement” means the Amended and Restated Pooling
and Servicing Agreement, dated as of April 1, 2000, among CDF Financing, L.L.C.
(as successor to Deutsche Floorplan Receivables, L.P.), GE Commercial
Distribution Finance Corporation (formerly known as Deutsche Financial Services
Corporation), and Wilmington Trust Company (as successor to The Chase Manhattan
Bank), as trustee.



     “Principal Collections” means (a) all Collections other than Non-Principal
Collections, and (b) to the extent allocable to the Note Trust Certificate (as
defined in the Indenture), “Principal Collections” (as defined in the Pooling
and Servicing Agreement referred to in the Indenture). Amounts paid by an
Originator pursuant to Section 2.5 of the First Tier Agreement shall be deemed
to be Principal Collections. To the extent not duplicative of the preceding
sentence, amounts paid by Transferor pursuant to Section 2.5 of the Second Tier
Agreement shall be deemed to be Principal Collections. Amounts paid by
Transferor pursuant to Section 6.1(e) of the Second Tier Agreement shall be
deemed to be Principal Collections to the extent that they represent the
purchase price of Principal Receivables. Amounts paid by the Master Servicer
pursuant to Section 2.6 shall be deemed to be Principal Collections.



Servicing Agreement





6









 








     “Principal Receivable” with respect to an Account means amounts shown on
Owner’s records as Receivables (other than such amounts which represent
Non-Principal Receivables due from the related Dealer.



     “Products” means the commercial and consumer goods held or to be held by
Dealers for sale or lease and financed by an Originator.



     “Rating Agency” is defined in the Indenture.



     “Rating Agency Condition” is defined in the Indenture.



     “Receivable” means, with respect to an Account, all amounts payable
(including interest, finance charges and other charges), and the obligation to
pay such amounts, by the related Dealer from time to time in respect of
advances made by an Originator to or on behalf of such Dealer in connection
with the Floorplan Business, the Accounts Receivable Business or the Asset
Based Lending Business, as the case may be, together with the group of writings
evidencing such amounts and the security interest created in connection
therewith and all of the rights, remedies, powers and privileges thereunder
(including under the related Financing Agreement); provided that if a
Participation Interest has been created in respect of such Account, whether
before or after that Account has been designated as an Account, the amounts so
payable by the related Dealer that are allocable to such Participation Interest
shall not be part of the “Receivables” in respect of such Account. A
Receivable that, prior to its transfer to the Transferor, was subject to a
participation from an Originator in favor of another Originator shall be
considered a Receivable.



     “Records” means all Financing Agreements and other documents, books,
records and other information (including computer programs, tapes, disks, data
processing software and related property and rights) prepared and maintained by
Transferor, an Originator, Master Servicer, any Sub-Servicer or Owner with
respect to the Transferred Receivables and the Dealers thereunder.



     “Recoveries” on any Determination Date shall mean all amounts received,
including Insurance Proceeds, during the Monthly Period immediately preceding
such Determination Date with respect to Receivables which have previously
become Defaulted Receivables.



     “Related Documents” means this Agreement, the Indenture, the Indenture
Supplements and 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 Master Servicer, or any employee of
Master Servicer, and delivered in connection with any of the foregoing or the
transactions contemplated thereby.



     “Removed Accounts” is defined in the First Tier Agreement.



     “Requirements of Law” means, as to any Person, the certificate of
incorporation or articles of association and by-laws or other organizational or
governing documents of such Person, and any law, treaty, rule or regulation, or
determination of an arbitrator or Governmental Authority, in each case
applicable to or binding upon such Person or to which such Person is subject,
whether federal, state or local.



Servicing Agreement





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     “S&P” means Standard & Poor’s Ratings Services, a division of The
McGraw-Hill Companies, Inc.



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



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



     “Series” means any series of Notes, which may include within any such
Series a Class or Classes of Notes subordinate to another such Class or Classes
of Notes of the same Series.



     “Series Account” means any deposit, trust, escrow or similar account
maintained for the benefit of the Noteholders of any Series or class, as
specified in any Indenture Supplement.



     “Series Closing Date” means, with respect to any Series, the date of
issuance of such Series.



     “Servicer Advance” is defined in Section 2.14.



     “Servicer Default” is defined in Section 5.1.



     “Servicer Indemnified Person” is defined in Section 7.1.



     “Servicer Termination Notice” means any notice by the Indenture Trustee or
holders of Notes representing more than fifty percent (50%) of the Outstanding
Principal Balance (as defined in the Indenture) to Master Servicer and the
Indenture Trustee, respectively, that (a) a Servicer Default has occurred and
(b) Master Servicer’s appointment under this Agreement has been terminated.



     “Servicing Records” means all documents, books, Records and other
information (including computer programs, tapes, disks, data processing
software and related property and rights) prepared and maintained by Master
Servicer with respect to the Transferred Receivables and the Dealers
thereunder.



     “Sub-Servicer” means any Person with whom Master Servicer enters into a
Sub-Servicing Agreement.



     “Sub-Servicing Agreement” means any written contract entered into between
Master Servicer and any Sub-Servicer pursuant to and in accordance with Section
2.1 relating to the servicing, administration or collection of the Transferred
Receivables.



     “Successor Master Servicer” is defined in Section 6.2.



     “Transfer Date” means the Business Day preceding each Payment Date.



     “Transferor” means CDF Funding, Inc., a Delaware corporation.



     “Transferred Receivable” means each Receivable purchased or otherwise
acquired by Owner pursuant to the Second Tier Agreement, but excluding
Receivables that have been



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8









 







repurchased by an Originator pursuant to the First Tier Agreement or
assigned to Master Servicer pursuant to this Agreement.




     “Trust Agreement” means the Amended and Restated Trust Agreement relating
to Owner, dated as of August 12, 2004, between Transferor and the Trustee.



     “Trustee” means The Bank of New York (Delaware), not in its individual
capacity but as Trustee under the Trust Agreement, its successors in interest
and any successor Trustee under the Trust Agreement.



     “UCC” means, with respect to any jurisdiction, the Uniform Commercial Code
as the same may, from time to time, be enacted and in effect in such
jurisdiction.



     “Unrelated Amounts” is defined in Section 2.3.



     “Wholesale Financing Agreement” means a wholesale financing agreement
entered into by an Originator and a Dealer in order to finance Products
purchased by such Dealer from a Manufacturer.



     SECTION 1.2 Other Interpretive Matters. All terms defined directly or by
incorporation in this Agreement shall have the defined meanings when used in
any certificate or other document delivered pursuant thereto unless otherwise
defined therein. For purposes of this Agreement and all such certificates and
other documents, unless the context otherwise requires: (a) accounting terms
not otherwise defined in this Agreement, and accounting terms partly defined in
this Agreement to the extent not defined, shall have the respective meanings
given to them under 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 this
Agreement 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 Agreement (or the certificate or other
document in which they are used) as a whole and not to any particular provision
of this Agreement (or such certificate or document); (f) references to any
Section, Schedule or Exhibit are references to Sections, Schedules and Exhibits
in or to this Agreement (or the certificate or other document in which the
reference is made), and references to any paragraph, subsection, clause or
other subdivision within any Section or definition refer to such paragraph,
subsection, clause or other subdivision of such Section or definition; (g) the
term “including” means “including without limitation”; (h) references to any
law or regulation refer to that law or regulation as amended from time to time
and include any successor law or regulation; (i) references to any agreement
refer to that agreement as from time to time amended or supplemented or as the
terms of such agreement are waived or modified in accordance with its terms;
and (j) references to any Person include that Person’s successors and assigns.



Servicing Agreement





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ARTICLE II




APPOINTMENT OF MASTER SERVICER; CERTAIN DUTIES

AND RESPONSIBILITIES OF MASTER SERVICER.




     SECTION 2.1 Appointment of Master Servicer. Owner hereby appoints Master
Servicer as its agent to service the Transferred Receivables and enforce its
rights and interests in and under the Transferred Receivables and to serve in
such capacity until the termination of its responsibilities pursuant to
Sections 5.1 or 6.1. In connection therewith, Master Servicer hereby accepts
such appointment and agrees to perform the duties and obligations set forth
herein. Master Servicer may delegate any duties to any of its Affiliates
without further action or subcontract with a Sub-Servicer for the collection,
servicing or administration of the Transferred Receivables or any portion
thereof; provided, that (a) Master Servicer shall remain liable and responsible
for the performance of the duties and obligations of any such Affiliate or
Sub-Servicer pursuant to the terms hereof and (b) any Sub-Servicing Agreement
that may be entered into with, and any other transactions or services relating
to the Transferred Receivables involving, a Sub-Servicer shall be deemed to be
between the Sub-Servicer and Master Servicer alone, and Owner shall not be
deemed party thereto and shall have no obligations, duties or liabilities with
respect to the Sub-Servicer.



     SECTION 2.2 Duties and Responsibilities of Master Servicer.




     (a) Subject to the provisions of this Agreement, Master Servicer
shall conduct the servicing, administration and collection of the
Transferred Receivables with reasonable care and diligence and in
accordance with the Financing Agreements and the Credit and Collection
Policies.




     (b) Owner shall provide Master Servicer not less than five (5)
Business Days’ prior notice of (i) any designation of additional or
removed Accounts, (ii) any designation of any additional Originator
contemplated pursuant to the First Tier Agreement and (iii) any change in
the Discount Factor. Any such designation, removal or change shall be
effective for purposes of this Agreement on the date the designation,
removal or change is given effect under the First Tier Agreement or the
Second Tier Agreement, as specified by Owner to Master Servicer.




     (c) Following receipt of notice of any designation of additional or
removed Accounts or an additional Originator pursuant to Section 2.2(b),
Master Servicer shall assist Owner in producing any information required
by Owner in connection with such designation or change.




     (d) Master Servicer shall not be obligated to use separate servicing
procedures, offices, employees or accounts for servicing the Transferred
Receivables from the procedures, offices, employees and accounts used by
Master Servicer in connection with servicing other receivables.




     (e) Master Servicer shall maintain fidelity bond or other
appropriate insurance coverage insuring against losses through wrongdoing
of its officers and employees who



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are involved in the servicing of receivables covering such actions
and in such amounts as Master Servicer believes to be reasonable from
time to time.



     SECTION 2.3 Unrelated Amounts. If Master Servicer determines that amounts
which are not property of Owner (“Unrelated Amounts”) have been deposited in
the Collection Account, then Master Servicer shall provide evidence thereof to
Owner no later than the first Business Day following the day on which Master
Servicer had actual knowledge thereof. Upon receipt of any such notice, Master
Servicer shall withdraw the Unrelated Amounts from the Collection Account, and
the same shall not be treated as Collections on Transferred Receivables and
shall not be subject to the provisions of Section 2.11.



     SECTION 2.4 Authorization of Master Servicer. Master Servicer is hereby
authorized to take any and all reasonable steps necessary or desirable and
consistent with the ownership of the Transferred Receivables by Owner and the
pledge of the Transferred Receivables to the Indenture Trustee, in the
determination of Master Servicer, to (a) collect all amounts due under each
Transferred Receivable, including endorsing its name on checks and other
instruments representing Collections on such Transferred Receivable, and
executing and delivering any and all instruments of satisfaction or
cancellation or of partial or full release or discharge and all other
comparable instruments with respect to such Transferred Receivable, and (b)
after a Transferred Receivable becomes delinquent and to the extent permitted
under and in compliance with applicable law and regulations, (i) commence
proceedings with respect to the enforcement of payment of such Transferred
Receivable and the related Financing Agreement, (ii) adjust, settle or
compromise any payments due thereunder, and (iii) initiate proceedings against
any Collateral Security securing the obligations due under such Transferred
Receivable, and otherwise enforce and exercise rights with respect to such
Collateral Security and the related Financing Agreements, in each case,
consistent with the Credit and Collection Policies, (c) to make withdrawals
from the Collection Account and any Series Account, as set forth in this
Agreement, the Indenture or any Indenture Supplement, and (d) to take any
action required or permitted under any enhancement for any Series or class of
Notes, as set forth in this Agreement, the Indenture or any Indenture
Supplement. Owner shall furnish (or cause to be furnished) Master Servicer
with any powers of attorney and other documents necessary or appropriate to
enable Master Servicer to carry out its servicing and administrative duties
hereunder, and Owner shall assist Master Servicer to the fullest extent to
enable Master Servicer to collect the Transferred Receivables and otherwise
discharge its duties hereunder.



     SECTION 2.5 Servicing Fees. As compensation for its servicing activities
and as reimbursement for its reasonable expenses in connection therewith,
Master Servicer shall be entitled to receive a monthly servicing fee in respect
of any Monthly Period (or portion thereof) prior to the termination of Master
Servicer’s obligations under this Agreement (the “Monthly Servicing Fee”). The
Monthly Servicing Fee for each Monthly Period shall equal one-twelfth of the
product of (a) the total outstanding balance of Transferred Receivables that
are Principal Receivables as of the beginning of the prior Monthly Period and
(b) two percent (2%). The share of the Monthly Servicing Fee allocable to each
Series of Notes shall be payable on the dates and in the amounts specified in
the related Indenture Supplement. Owner shall be obligated to pay the excess
of the Monthly Servicing Fee over the portions allocated as specified above.
Master Servicer shall be required to pay for all expenses incurred by it in
connection with its activities hereunder (including any payments to
accountants, counsel or any other Person, but not



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including federal, state, local income or franchise taxes of Owner or DFS
Financing Trust (as defined in the Indenture)) and shall not be entitled to any
payment or reimbursement of those expenses other than the Monthly Servicing
Fees.




     SECTION 2.6 Covenants of Master Servicer. Master Servicer covenants and
agrees that from and after the Closing Date and until the date on which the
outstanding balances of all Transferred Receivables have been reduced to zero:




     (a) Ownership of Transferred Receivables. Master Servicer shall
identify the Transferred Receivables clearly and unambiguously in its
Servicing Records to reflect that the Transferred Receivables are owned
by Owner.




     (b) Compliance with Requirements of Law. Master Servicer shall duly
satisfy all obligations on its part to be fulfilled under or in
connection with the Transferred Receivables and the related Accounts,
will maintain in effect all qualifications required under Requirements of
Law in order to properly service the Transferred Receivables and the
related Accounts and will comply in all material respects with all other
Requirements of Law in connection with servicing the Transferred
Receivables and the related Accounts, the failure to comply with which
would have a Material Adverse Effect.




     (c) No Rescission or Cancellation. Master Servicer shall not permit
any rescission or cancellation of a Transferred Receivable except as
ordered by a court of competent jurisdiction or other Governmental
Authority or in the ordinary course of its business and in accordance
with the Credit and Collection Policies. Master Servicer shall reflect
any such rescission or cancellation in its computer file related to the
Accounts.



     If Master Servicer breaches either of the covenants contained in paragraph
(b) or (c) with respect to any Transferred Receivable or the related Account,
and as a result thereof, Owner’s rights in, to or under any Transferred
Receivable(s) in the related Account or the proceeds of such Transferred
Receivable are materially impaired or such proceeds are not available for any
reason to Owner free and clear of any Lien, then no later than the expiration
of sixty (60) days from the earlier to occur of the discovery of such event by
Master Servicer, or receipt by Master Servicer of notice of such event given by
Owner, all Transferred Receivables in the Account or Accounts to which such
event relates shall be assigned to Master Servicer as set forth below; provided
that such Transferred Receivables will not be assigned to Master Servicer if,
on any day prior to the end of such sixty (60) day period, (i) the relevant
breach shall have been cured and the covenant shall have been complied with in
all material respects and (ii) Master Servicer shall have delivered an
Officer’s Certificate describing the nature of such breach and the manner in
which such breach was cured.



     Master Servicer shall effect such assignment by paying Owner in
immediately available funds prior to the related Payment Date in an amount
equal to the amount of such Transferred Receivables, which deposit shall be
considered a Collection with respect to such Receivables.



     Upon each such assignment to Master Servicer, Owner shall automatically
and without further action be deemed to transfer, assign, set over and
otherwise convey to Master Servicer,
without recourse, representation or warranty all right, title and interest
of Owner in and to such



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Transferred Receivables, all moneys due or to become
due and all amounts received with respect thereto and all proceeds thereof.
Owner shall execute such documents and instruments of transfer or assignment
and take such other actions as shall be reasonably requested by Master Servicer
to effect the conveyance of any such Transferred Receivables pursuant to this
Section.




     SECTION 2.7 Reporting Requirements. Master Servicer hereby agrees that,
from and after the Closing Date and until the date on which the outstanding
balances of all Transferred Receivables have been reduced to zero, it shall
deliver or cause to be delivered financial statements, notices, and other
information (including the reports required by Sections 2.8 and 2.9) at the
times, to the Persons and S&P and in a manner set forth in Schedule 2.7.



     SECTION 2.8 Annual Master Servicer’s Certificate. Master Servicer shall
deliver to Owner, on or before March 31 of each calendar year (commencing in
2005), an Officer’s Certificate substantially in the form of Exhibit A.



     SECTION 2.9 Annual Independent Public Accountants’ Servicing Report.




     (a) On or before March 31 of each calendar year (commencing in
2005), Master Servicer shall cause a firm of nationally recognized
independent public accountants (who may also render other services to
Master Servicer) to furnish a report to Owner and S&P to the effect that
they have applied certain procedures with Master Servicer and such firm
has examined certain documents and records relating to the servicing of
Accounts under this Agreement, compared the information contained in
Master Servicer’s monthly reports delivered pursuant to this Agreement
during the period covered by such report with such documents and records
and that, on the basis of such agreed upon procedures (and assuming the
accuracy of any reports generated by Master Servicer’s third party
agents), no matters came to the attention of such firm of accountants
that caused such firm to believe that such servicing was not conducted in
compliance with this Agreement during the period covered by such report
(which shall be the prior fiscal year, or the portion thereof falling
after the Closing Date), except for such discrepancies, exceptions,
errors or irregularities as such firm shall believe to be immaterial and
such other discrepancies, exceptions, errors or irregularities as shall
be set forth in such report. Such report shall set forth the agreed upon
procedures performed.




     (b) On or before March 31 of each calendar year (commencing in
2005), Master Servicer shall cause a firm of nationally recognized
independent public accountants (who may also render other services to
Master Servicer) to furnish a report to Owner and S&P to the effect that
they have applied certain procedures agreed upon with Master Servicer to
compare the mathematical calculations of certain amounts set forth in
Master Servicer’s reports delivered pursuant to Section 2.7 during the
period covered by such report with Master Servicer’s computer reports
which were the source of such amounts and that on the basis of such
agreed upon procedures and comparison, such amounts are in agreement,
except for such discrepancies or exceptions as they believe to be
immaterial and such other discrepancies or exceptions as shall be set
forth in such statement.



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     SECTION 2.10 Notices to Transferor. If GE Capital is no longer acting as
Master Servicer, any Successor Master Servicer appointed pursuant to Section
6.2 shall deliver or make available to Owner each certificate and report
required to be prepared, forwarded or delivered thereafter pursuant to Sections
2.7, 2.8, and 2.9.



     SECTION 2.11 Collections. Master Servicer shall apply all Collections for
each Monthly Period as described in the Indenture and each Indenture
Supplement.



     SECTION 2.12 Allocations and Disbursements. With respect to each Series,
Master Servicer shall make the allocations and disbursements for such Series on
behalf of the Owner as is required to be made by the Owner under the terms of
the Indenture and the Indenture Supplement for such Series.



     SECTION 2.13 New Series. Pursuant to one or more Indenture Supplements,
Owner may issue one or more new Series of Notes (a “New Issuance”), as more
fully described in the Indenture. To enable Master Servicer to perform its
obligations pursuant to Sections 2.11 and 2.12, Owner shall give reasonable
prior notice to Master Servicer of each New Issuance and shall provide Master
Servicer an opportunity to review and comment upon each Indenture Supplement.
All outstanding Series shall be equally and ratably entitled as provided herein
to the benefits of this Agreement without preference, priority or distinction,
all in accordance with the terms and provisions of this Agreement except, with
respect to any Series, as provided in the related Indenture Supplement.



     SECTION 2.14 Servicer Advances. On each Transfer Date, the Master
Servicer shall have the right, but not the obligation, to make an advance to
the Collection Account (each such advance, a “Servicer Advance”) in an amount
equal to the lesser of (a) the amount of principal and interest payable but not
paid during the preceding Monthly Period by Dealers in respect of Delinquent
Receivables owned by the Issuer and (b) the Payment Date Shortfall for the
related Payment Date. The Master Servicer shall not make a Servicer Advance in
respect of a Delinquent Receivable if the Master Servicer does not reasonably
believe that future collections on such Delinquent Receivable shall equal or
exceed the amount of such Servicer Advance (and interest on such Servicer
Advance). Each Servicer Advance shall bear interest on each day until repaid
in full at a rate per annum equal to the weighted average interest rate on the
Notes that are Outstanding on such day. Servicer Advances shall be reimbursed
after the Issuer has paid amounts owing to the Indenture Trustee (up to $25,000
for each calendar year), the Trustee (up to $25,000 for each calendar year) and
the Administrator (up to $25,000 for each calendar year), but prior to payments
of principal and interest on the Notes.



     As used in this Section 2.14, the following terms shall have the meanings
set forth below:



     “Delinquent Receivable” shall mean a Receivable for which any payment of
principal or interest by the related Dealer is more than one (1) day past due
and less than thirty (30) days past due; provided that no Defaulted Receivable,
Ineligible Receivable (as defined in the First Tier Agreement) or Designated
Ineligible Receivable (as defined in the First Tier Agreement) shall be
considered to be a Delinquent Receivable for purposes of this definition.



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     “Payment Date Shortfall” means, on any Payment Date (determined as of the
preceding Transfer Date) the sum, for all Indenture Supplements, of the excess,
if any, of (a) the amount that is payable, from Series Accounts established
under such Indenture Supplement on such Payment Date, to the Indenture Trustee,
the Trustee, the Administrator and the Noteholders, over (b) the amount of
funds that are available pursuant to such Indenture Supplements (without giving
effect to any Servicer Advance) to make the payments contemplated by clause (a)
of this sentence.



ARTICLE III




REPRESENTATIONS AND WARRANTIES




     SECTION 3.1 Representations and Warranties of Master Servicer. Master
Servicer represents and warrants to Owner as of the date hereof and as of each
Series Closing Date:




     (a) It is duly organized, validly existing and in good standing
under the laws of its jurisdiction of incorporation and is duly qualified
to do business, and is in good standing, in each jurisdiction in which
the servicing of the Transferred Receivables hereunder requires it to be
so qualified, except where the failure to comply would not reasonably be
expected to have a Material Adverse Effect.




     (b) It has the power and authority to execute and deliver this
Agreement and to perform its obligations contemplated hereby.




     (c) This Agreement has been duly authorized, executed and delivered
by Master Servicer and constitutes its legal, valid and binding
obligation enforceable against it in accordance with its terms, subject
to any applicable bankruptcy, insolvency, reorganization, moratorium or
other similar laws now or hereafter in effect relating to or affecting
the enforceability of creditors’ rights generally and general equitable
principles, whether applied in a proceeding at law or in equity.




     (d) No consent of, notice to, filing with or permits, qualifications
or other action by any Governmental Authority or any other party is
required for the due execution, delivery and performance by Master
Servicer of this Agreement, other than consents, notices, filings and
other actions which have been obtained or made or where the failure to
obtain such consent or take such action, individually or in the
aggregate, would not reasonably be expected to have a Material Adverse
Effect.




     (e) There is no pending or, to its actual knowledge, threatened
Litigation of a material nature against or affecting it in any court or
tribunal, before any arbitrator of any kind or before or by any
Governmental Authority (i) asserting the invalidity of this Agreement, or
(ii) seeking any determination or ruling that might materially and
adversely affect the validity or enforceability of this Agreement.




     (f) Master Servicer (or a Sub-Servicer on its behalf) has in its
possession all original copies of the Financing Agreements that evidence
the Receivables. Such
Financing Agreements do not have any marks or notations indicating
that they have been



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pledged, assigned or otherwise conveyed to any
Person, other than pursuant to the Related Documents.



ARTICLE IV




ADDITIONAL MATTERS RELATING TO MASTER SERVICER




     SECTION 4.1 Covenants of Master Servicer Regarding the Transferred
Receivables.




     (a) Maintenance of Records and Books of Account. Master Servicer
shall maintain and implement administrative and operating procedures
(including the ability to recreate records evidencing the Transferred
Receivables in the event of the destruction of the originals thereof),
and keep and maintain all documents, books, computer records and other
information, reasonably necessary or advisable for the collection of all
the Transferred Receivables. Such documents, books and computer records
shall reflect all facts giving rise to the Transferred Receivables, all
payments and credits with respect thereto, and such documents, books and
computer records shall indicate the interests of Owner in the Transferred
Receivables.




     (b) Servicer Default. If a Servicer Default shall have occurred and
be continuing, promptly upon request therefor, Master Servicer shall
deliver to Owner records reflecting activity through the close of
business on the Business Day immediately preceding the Servicer Default.
Upon the occurrence and during the continuation of a Servicer Default,
Master Servicer shall (i) deliver and turn over to Owner or to its
representatives, or at the option of Owner shall provide Owner its
representatives with access to, at any time, on demand of Owner, all of
Master Servicer’s facilities, personnel, books and records pertaining to
the Transferred Receivables, including all Records, and (ii) allow Owner
to occupy the premises of Master Servicer where such books, records and
Records are maintained, and utilize such premises, the equipment thereon
and any personnel of Master Servicer Owner may wish to employ to
administer, service and collect the Transferred Receivables.




     (c) Notice of Adverse Claim. Master Servicer shall advise Owner
promptly, in reasonable detail, (i) of any Lien (other than a “Permitted
Encumbrance” as such term is defined in the Indenture) known to it made
or asserted against any Transferred Receivable, and (ii) of the
occurrence of any event known to it which would have a material adverse
effect on the aggregate value of the Transferred Receivables.




     (d) Further Assurances. Master Servicer shall furnish to Owner from
time to time such statements and schedules further identifying and
describing the Transferred Receivables and such other reports in
connection with the Transferred Receivables as Owner may reasonably
request, all in reasonable detail.




     (e) Maintenance of Perfection and Priority. Master Servicer shall
take such action, or execute and deliver such instruments as may be
necessary or advisable to
maintain and perfect, as a first priority interest, Owner’s
interests in the Transferred Receivables.



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     SECTION 4.2 Merger or Consolidation of, or Assumption of the Obligations
of Master Servicer.




     (a) Master Servicer shall not consolidate with or merge into any
other Person or convey or transfer its properties and assets
substantially as an entirety to any Person, unless:




          (i) Master Servicer shall have provided prior written notice
of such proposed consolidation or merger to Owner (and, if Owner
has not notified each Rating Agency thereof, Master Servicer shall
do so);




          (ii) the Person formed by such consolidation or into which
Master Servicer is merged or the Person which acquires by
conveyance or transfer the properties and assets of Master Servicer
substantially as an entirety shall be a corporation or other entity
organized and existing under the laws of the United States of
America or any State or the District of Columbia and, if Master
Servicer is not the surviving entity, shall expressly assume, by an
agreement supplemental hereto, executed and delivered to Owner in
form satisfactory to Owner, the performance of every covenant and
obligation of Master Servicer hereunder;




          (iii) Master Servicer has delivered to Owner (A) an Officer’s
Certificate stating that such consolidation, merger, conveyance or
transfer and such supplemental agreement comply with this Section
and that all conditions precedent herein provided for relating to
such transaction have been complied with, and (B) an Opinion of
Counsel to the effect that such supplemental agreement is a valid
and binding obligation of such surviving entity enforceable against
such surviving entity in accordance with its terms, except as such
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting
creditors’ rights generally from time to time in effect and except
as such enforceability may be limited by general principles of
equity (whether considered in a suit at law or in equity); and




          (iv) either (x) the Person formed by such consolidation or
into which Master Servicer is merged or the Person which acquired
by conveyance or transfer the properties and assets of Master
Servicer substantially as an entirety shall be an Eligible Servicer
(taking into account, in making such determination, the experience
and operations of the predecessor Master Servicer) or (y) upon the
effectiveness of such consolidation, merger, conveyance or
transfer, a Successor Master Servicer shall have assumed the
obligations of Master Servicer in accordance with this Agreement.




     (b) This Section 4.2 shall not be construed to prohibit or in any
way limit Master Servicer’s ability to effectuate any consolidation or
merger pursuant to which Master Servicer would be the surviving entity.



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     SECTION 4.3 Access to Certain Documentation and Information Regarding the
Receivables. Master Servicer shall provide to Owner or its designees access to
the documentation regarding the Accounts and the Transferred Receivables in
such cases where Owner or such designee is required in connection with the
enforcement of the rights of Owner or any of its creditors, or by applicable
statutes or regulations to review such documentation, such access being
afforded without charge but only (i) upon reasonable request, (ii) during
normal business hours, (iii) subject to Master Servicer’s normal security and
confidentiality procedures and (iv) at offices designated by Master Servicer.
Nothing in this Section 4.3 shall derogate from the obligation of any Person to
observe any applicable law prohibiting disclosure of information regarding the
Dealers (or customers of Dealers), and the failure of Master Servicer to
provide access as provided in this Section 4.3 as a result of such obligation
shall not constitute a breach of this Section 4.3.



ARTICLE V




SERVICER DEFAULTS




     SECTION 5.1 Servicer Defaults. If any of the following events (each, a
“Servicer Default”) shall occur (regardless of the reason therefor) with
respect to Master Servicer:




     (a) any failure by Master Servicer to make any payment, transfer or
deposit on or before the date occurring five (5) Business Days after the
date such payment, transfer or deposit is required to be made or given by
Master Servicer, as the case may be; provided, that, if such failure
could not have been prevented by the exercise of reasonable due diligence
by Master Servicer and such failure was caused by an act of God or other
similar occurrence, then a Servicer Default shall not be deemed to have
occurred under this Section 5.1(a) until thirty-five (35) Business Days
after the date of such failure;




     (b) failure on the part of Master Servicer duly to observe or
perform in any material respect any other covenants or agreements of
Master Servicer set forth in this Agreement which has a material adverse
effect on Owner, which continues unremedied for a period of sixty (60)
days after the date on which written notice of such failure requiring the
same to be remedied shall have been given to Master Servicer by Owner;
provided, that, if such failure could not have been prevented by the
exercise of reasonable due diligence by Master Servicer and such failure
was caused by an act of God or other similar occurrence, then a Servicer
Default shall not be deemed to have occurred under this Section 5.1(b)
until one hundred twenty (120) days after the date of such failure;




     (c) Master Servicer delegates its duties, except as specifically
permitted under Section 2.1, and such delegation continues for fifteen
(15) days after written notice to Master Servicer by Owner;




     (d) any representation, warranty or certification made by Master
Servicer in this Agreement or in any certificate delivered pursuant to
this Agreement shall prove to have been incorrect when made, which has a
material adverse effect on Owner and which



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continues to be incorrect in
any material respect for a period of sixty (60) days after the date on
which written notice of such error or defect, requiring the same to be
corrected or remedied, shall have been given to Master Servicer by Owner;
provided, that, if the error or defect could not have been prevented by
the exercise of reasonable due diligence by Master Servicer and such
error or defect was caused by an act of God or other similar occurrence,
then Master Servicer shall have an additional sixty (60) days to cure the
default; or




     (e) Master Servicer shall fail generally to, or admit in writing its
inability to, pay its debts as they become due; or a proceeding shall
have been instituted in a court having jurisdiction in the premises
seeking a decree or order for relief in respect of Master Servicer in an
involuntary case under any Debtor Relief Law, or for the appointment of a
receiver, liquidator, assignee, trustee, custodian, sequestrator,
conservator or other similar official of Master Servicer or for any
substantial part of its property, or for the winding-up or liquidation of
its affairs and, if instituted against Master Servicer, any such
proceeding shall continue undismissed or unstayed and in effect, for a
period of sixty (60) consecutive days, or any of the actions sought in
such proceeding shall occur; or the commencement by Master Servicer, of a
voluntary case under any Debtor Relief Law, or such Person’s consent to
the entry of an order for relief in an involuntary case under any Debtor
Relief Law, or consent to the appointment of or taking possession by a
receiver, liquidator, assignee, trustee, custodian, sequestrator,
conservator or other similar official of such Person or for any
substantial part of its property, or any general assignment for the
benefit of creditors; or Master Servicer shall have taken any corporate
action in furtherance of any of the foregoing actions;


then, in any such event, Owner may, by delivery of a Servicer Termination
Notice to Master Servicer, terminate the servicing responsibilities of Master
Servicer hereunder, without demand, protest or further notice of any kind, all
of which are hereby waived by Master Servicer. Upon the delivery of any such
notice, all authority and power of Master Servicer under this Agreement shall
pass to and be vested in the Successor Master Servicer acting pursuant to
Section 6.2, provided, that notwithstanding anything to the contrary herein,
Master Servicer agrees to act as Master Servicer and to continue to follow the
procedures set forth in this Agreement with respect to Collections on the
Transferred Receivables under this Agreement until a Successor Master Servicer
has assumed the responsibilities and obligations of Master Servicer in
accordance with Section 6.2. Master Servicer shall send written notice to
Owner and Owner shall forward such notice to S&P promptly after becoming aware
of the occurrence of any Servicer Default or any event that, with notice or
lapse of time or both, would become a Servicer Default.




ARTICLE VI




SUCCESSOR MASTER SERVICER




     SECTION 6.1 Resignation of Master Servicer. Master Servicer may resign
only in the circumstances set forth in clause (a) or (b) of this Section 6.1.



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     (a) Master Servicer may resign from its obligations and duties
hereunder upon the written consent of Owner if it finds a replacement
servicer satisfying the eligibility criteria set forth in Section 6.2.
No such resignation shall become effective until the replacement servicer
shall have obtained Owner’s approval and appointment pursuant to Section
6.2.




     (b) Master Servicer may resign from the obligations and duties
hereby imposed on it upon determination that (i) in the determination of
Master Servicer, the performance of its duties hereunder has become
impermissible under applicable law, and (ii) there is no commercially
reasonable action which Master Servicer could take to make the
performance of its duties hereunder permissible under applicable law. No
such resignation shall become effective until a Successor Master Servicer
shall have assumed the responsibilities and obligations of Master
Servicer in accordance with Section 6.2.



     SECTION 6.2 Appointment of the Successor Master Servicer. In connection
with the termination of Master Servicer’s responsibilities under this Agreement
pursuant to Section 5.1 or 6.1, Owner shall appoint a successor master servicer
that shall have a long-term debt rating of at least “Baa3” by Moody’s and
“BBB-” by S&P. The successor master servicer shall succeed to all rights and
assume all of the responsibilities, duties and liabilities of Master Servicer
under this Agreement (such successor master servicer being referred to as the
“Successor Master Servicer”); provided, that the Successor Master Servicer
shall have no responsibility for any actions of Master Servicer prior to the
date of its appointment as Successor Master Servicer. The Successor Master
Servicer shall accept its appointment by executing, acknowledging and
delivering to Owner an instrument in form and substance acceptable to Owner.
Owner shall provide prior written notice of such appointment to the Rating
Agencies and the Indenture Trustee.



     SECTION 6.3 Duties of Master Servicer. At any time following the
appointment of a Successor Master Servicer:




     (a) Master Servicer agrees that it shall terminate its activities as
Master Servicer hereunder in a manner acceptable to Owner so as to
facilitate the transfer of servicing to the Successor Master Servicer,
including timely delivery (i) to Owner of any funds that were required to
be deposited in the Collection Account, and (ii) to the Successor Master
Servicer, at a place selected by the Successor Master Servicer, of all
Servicing Records and other information with respect to the Transferred
Receivables. Master Servicer shall account for all funds and shall
execute and deliver such instruments and do such other things as may
reasonably be required to more fully and definitely vest and confirm in
the Successor Master Servicer all rights, powers, duties,
responsibilities, obligations and liabilities of Master Servicer; and




     (b) Master Servicer shall terminate each Sub-Servicing Agreement
that may have been entered into by it and the Successor Master Servicer
shall not be deemed to have assumed any of Master Servicer’s interest
therein or to have replaced Master Servicer as a party to any such
Sub-Servicing Agreement.



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     SECTION 6.4 Effect of Termination or Resignation. Any termination or
resignation of Master Servicer under this Agreement shall not affect any claims
that Owner may have against Master Servicer for events or actions taken or not
taken by Master Servicer arising prior to any such termination or resignation.



ARTICLE VII




INDEMNIFICATION




     SECTION 7.1 Indemnities by Master Servicer. Without limiting any other
rights that Owner or its Affiliates or any director, officer, employee, trustee
or agent or incorporator thereof (each a “Servicer Indemnified Person”) may
have hereunder or under applicable law, Master Servicer hereby agrees to
indemnify each Servicer Indemnified Person from and against any and all
Indemnified Amounts which may be imposed on, incurred by or asserted against a
Servicer Indemnified Person to the extent arising out of or relating to any
material breach of Master Servicer’s obligations under this Agreement;
excluding, however, Indemnified Amounts to the extent resulting from (i) bad
faith, gross negligence or willful misconduct on the part of a Servicer
Indemnified Person or (ii) uncollectible Receivables. Any Indemnified Amounts
subject to the indemnification provisions of this Section 7.1 shall be paid to
Servicer Indemnified Person within ten (10) Business Days following demand
therefor.



     SECTION 7.2 Limitation of Damages; Indemnified Persons. NO PARTY TO THIS
AGREEMENT SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO THIS AGREEMENT,
ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER
PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT,
PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES THAT MAY BE ALLEGED AS A RESULT OF
ANY TRANSACTION CONTEMPLATED HEREUNDER.



     SECTION 7.3 Limitation on Liability of Master Servicer and Others. Except
as provided in Section 7.1, neither Master Servicer nor any of the directors,
officers, employees or agents of Master Servicer, in its capacity as Master
Servicer (each a “Master Servicer Related Party”) shall be under any liability
to Owner or any other Person for any action taken or for refraining from the
taking of any action in good faith in its capacity as Master Servicer pursuant
to this Agreement; provided, that this provision shall not protect Master
Servicer or any Master Servicer Related Party against any liability which would
otherwise be imposed by reason of willful misfeasance, bad faith or gross
negligence in the performance of duties or by reason of reckless disregard of
obligations and duties hereunder. Master Servicer and any Master Servicer
Related Party may rely in good faith on any document of any kind prima facie
properly executed and submitted by any Person (other than Master Servicer)
respecting any matters arising hereunder. Master Servicer shall not be under
any obligation to appear in, prosecute or defend
any legal action which is not incidental to its duties as Master Servicer
in accordance with this Agreement and which in its reasonable judgment may
involve it in any expense or liability.



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ARTICLE VIII




MISCELLANEOUS




     SECTION 8.1 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
of the parties by any other parties, or whenever any of the parties desires to
give or serve upon any other parties any communication with respect to this
Agreement, 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 facsimile or other electronic transmission (with
such transmission promptly confirmed by delivery of a copy by personal delivery
or United States Mail as otherwise provided in this Section 8.1), (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 party 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 party entitled to
receive such notice. Failure or delay in delivering copies of any notice,
demand, request, consent, approval, declaration or other communication to any
Person designated in any written notice provided hereunder to receive copies
shall in no way adversely affect the effectiveness of such notice, demand,
request, consent, approval, declaration or other communication.
Notwithstanding the foregoing, whenever it is provided herein that a notice is
to be given to any other party hereto by a specific time, such notice shall
only be effective if actually received by such party 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 Master Servicer:



General Electric Capital Corporation

44 Old Ridgebury Road

Danbury CT 06810

Attn: Capital Market, Operations

Telephone: (203) 796-5518

Telecopy: (203) 796-5554



     If to Owner:



GE Dealer Floorplan Master Note Trust

c/o The Bank of New York

101 Barclay Street, Floor 8 West (ABS Unit)

New York, NY 10286

Attention:    Antonio Vayas

Telephone:   (212) 815-8322

Telecopy:     (212) 815-2493 or 3883



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     with a copy to:



General Electric Capital Corporation, as Administrator

44 Old Ridgebury Road

Danbury, CT 06810

Attn: Capital Market, Operations

Telephone: (203) 796-5518

Telecopy: (203) 796-5554



     SECTION 8.2 Binding Effect; Assignability. This Agreement shall be
binding upon and inure to the benefit of Owner and Master Servicer and their
respective successors and permitted assigns. Except as set forth in Section
2.1, or Article VI, Master Servicer 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 Owner and satisfaction of the S&P
Condition. Any such purported assignment, transfer, hypothecation or other
conveyance by Master Servicer without the prior express written consent of
Owner shall be void. Owner may, at any time, assign any of its rights and
obligations under this Agreement to any Person and any such assignee may
further assign at any time its rights and obligations under this Agreement, in
each case, without the consent of Master Servicer. Each of Owner and Master
Servicer acknowledges and agrees that, upon any such assignment, the assignee
thereof may enforce directly, all of the obligations of Owner or Master
Servicer hereunder, as applicable.



     SECTION 8.3 Termination; Survival of Obligations. This Agreement shall
create and constitute the continuing obligations of the parties hereto in
accordance with its terms, and shall remain in full force and effect until the
date on which the outstanding balances of all Transferred Receivables have been
reduced to zero; provided, that the rights and remedies provided for herein
with respect to any breach of any representation or warranty made by Master
Servicer pursuant to Article III, the indemnification and payment provisions of
Article VII and Sections 8.4 and 8.12 shall be continuing and shall survive
such reduction.



     SECTION 8.4 No Proceedings. Master Servicer hereby agrees that, from and
after the Closing Date and until the date one year plus one day following the
date on which the outstanding balances of all Transferred Receivables have been
reduced to zero, it will not, directly or indirectly, institute or cause to be
instituted against Owner any proceeding of the type referred to in Section
5.1(e); provided that the foregoing shall not in any way limit Master
Servicer’s right to pursue any other creditor rights or remedies that Master
Servicer may have for claims against Owner.



     SECTION 8.5 Complete Agreement; Modification of Agreement. This Agreement
constitutes the complete agreement among the parties hereto with respect to the
subject matter hereof, supersedes all prior agreements and understandings
relating to the subject matter hereof, and may not be modified, altered or
amended except as set forth in Section 8.6.



     SECTION 8.6 Amendments and Waivers. No amendment, modification,
termination or waiver of any provision of this Agreement, or any consent to any
departure by any party hereto therefrom, shall in any event be effective unless
the same shall be in writing and signed by each of the parties hereto and the
S&P Condition shall have been satisfied.



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     SECTION 8.7 No Waiver; Remedies. The failure by Owner, at any time or
times, to require strict performance by Master Servicer of any provision of
this Agreement shall not waive, affect or diminish any right of Owner
thereafter to demand strict compliance and performance herewith. 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 Master
Servicer contained in this Agreement and no breach or default by Master
Servicer hereunder, shall be deemed to have been suspended or waived by Owner
unless such waiver or suspension is by an instrument in writing signed by an
officer or other duly authorized signatory of Owner and directed to Master
Servicer specifying such suspension or waiver and the S&P Condition shall have
been satisfied. The rights and remedies of Owner under this Agreement shall be

cumulative and nonexclusive of any other rights and remedies that Owner may
have under any other agreement, including the other Related Documents, by
operation of law or otherwise.



     SECTION 8.8 GOVERNING LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL.




     (a) THIS AGREEMENT 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 SECTIONS
5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW, BUT WITHOUT REGARD TO
ANY OTHER CONFLICT OF LAW PROVISIONS THEREOF) AND ANY APPLICABLE LAWS OF
THE UNITED STATES OF AMERICA.




     (b) EACH PARTY HERETO HEREBY CONSENTS AND AGREES THAT THE STATE OR
FEDERAL COURTS LOCATED IN THE BOROUGH OF MANHATTAN IN NEW YORK CITY SHALL
HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES
BETWEEN THEM PERTAINING TO THIS AGREEMENT OR TO ANY MATTER ARISING OUT OF
OR RELATING TO THIS AGREEMENT; PROVIDED, THAT EACH PARTY HERETO
ACKNOWLEDGES THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY A
COURT LOCATED OUTSIDE OF THE BOROUGH OF MANHATTAN IN NEW YORK CITY. EACH
PARTY HERETO SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY
ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND EACH PARTY HERETO HEREBY
WAIVES ANY OBJECTION THAT SUCH PARTY MAY HAVE BASED UPON LACK OF PERSONAL
JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS AND HEREBY CONSENTS
TO THE GRANTING OF SUCH
LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT.
EACH PARTY HERETO HEREBY WAIVES PERSONAL SERVICE OF THE SUMMONS,
COMPLAINT AND OTHER PROCESS ISSUED IN ANY SUCH ACTION OR SUIT AND AGREES
THAT SERVICE OF SUCH SUMMONS, COMPLAINT AND OTHER PROCESS MAY BE MADE BY



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REGISTERED OR CERTIFIED MAIL ADDRESSED TO SUCH PARTY AT ITS ADDRESS
DETERMINED IN ACCORDANCE WITH SECTION 8.1 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
PARTY HERETO TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.




     (c) BECAUSE DISPUTES ARISING IN CONNECTION WITH COMPLEX FINANCIAL
TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN EXPERIENCED
AND EXPERT PERSON AND THE PARTIES WISH APPLICABLE STATE AND FEDERAL LAWS
TO APPLY (RATHER THAN ARBITRATION RULES), THE PARTIES DESIRE THAT THEIR
DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS.
THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF THE
JUDICIAL SYSTEM AND OF ARBITRATION, THE PARTIES HERETO WAIVE ALL RIGHT TO
TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING BROUGHT TO RESOLVE ANY
DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, ARISING OUT OF,
CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED
AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY.



     SECTION 8.9 Counterparts. This Agreement may be executed in any number of
separate counterparts, each of which shall collectively and separately
constitute one agreement. Executed counterparts of this Agreement may be
delivered electronically.



     SECTION 8.10 Severability. Wherever possible, each provision of this
Agreement shall be interpreted in such a manner as to be effective and valid
under applicable law, but if any provision of this Agreement 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 Agreement.



     SECTION 8.11 Section Titles. The section titles and table of contents
contained in this Agreement are and shall be without substantive meaning or
content of any kind whatsoever and are not a part of the agreement between the
parties hereto.



     SECTION 8.12 Limited Recourse.




     (a) The obligations of Owner under this Agreement are solely the
obligations of Owner. No recourse shall be had for any obligation or
claim arising out of or based upon this Agreement against any
incorporator, shareholder, officer, manager, member or director, past,
present or future, of Owner or of any successor or of its constituent
members or its other Affiliates, either directly or through Owner or any
successor, whether by virtue of any constitution, statute or rule of law
or by the enforcement of any



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25









 









assessment or penalty or otherwise, all such
liability being, by acceptance hereof and as part of the consideration
for the acceptance hereof, expressly waived and released. Any accrued
obligations owing by Owner under this Agreement shall be payable by Owner
solely to the extent that funds are available therefor from time to time
in accordance with the provisions of Section 2.11 and the priority of
payments in the applicable Indenture Supplement (provided that such
accrued obligations shall not be extinguished until paid in full).




     (b) The obligations of Master Servicer under this Agreement are
solely the obligations of Master Servicer. No recourse shall be had for
the payment of any amount owing hereunder or any other obligation or
claim arising out of or based upon this Agreement, against any
shareholder, employee, officer, manager, member or director, agent or
organizer, past, present or future, of Master Servicer or of any
successor thereto, either directly or through Master Servicer or any
successor thereto, whether by virtue of any constitution, statute or rule
of law or by the enforcement of any assessment or penalty or otherwise,
all such liability being, by acceptance hereof and as part of the
consideration for the acceptance hereof, expressly waived and released.



     SECTION 8.13 Further Assurances. Master Servicer shall, at its sole cost
and expense, promptly and duly execute and deliver any and all further
instruments and documents, and take such further action, that may be necessary
or desirable or that Owner may request to enable Owner to exercise and enforce
its rights under this Agreement or otherwise carry out more effectively the
provisions and purposes of this Agreement.



     SECTION 8.14 Pledge of Assets. Master Servicer hereby acknowledges that
the Owner has granted a security interest in the Transferred Receivables to the
Indenture Trustee under the Indenture, and hereby waives any defenses it may
have against the Indenture Trustee for the enforcement of this Agreement in the
event of foreclosure by the Indenture Trustee. Accordingly, the parties hereto
agree that, in the event of foreclosure by the Indenture Trustee, the Indenture
Trustee shall have the right to enforce this Agreement and the full performance
by the parties hereto of their obligations and undertakings set forth herein.
Master Servicer hereby agrees to deliver to the Indenture Trustee a copy of all
notices to be delivered by Master Servicer to Owner hereunder.



     SECTION 8.15 Waiver of Setoff. Master Servicer hereby waives any right of
setoff that it may have for amounts owing to it under or in connection with
this Agreement.



     SECTION 8.16 Limitation of Liability of the Trustee. Notwithstanding
anything contained herein to the contrary, this instrument has been signed by
The Bank of New York (Delaware), not in its individual capacity but solely in
its capacity as Trustee of Owner, and in no event shall The Bank of New York
(Delaware), in its individual capacity, or any beneficial
owner of Owner have any liability for the representations, warranties,
covenants, agreements or other obligations of Owner hereunder, as to all of
which recourse shall be had solely to the assets of Owner. For all purposes of
this Agreement, in the performance of any duties or obligations of Owner
thereunder, the Trustee shall be subject to, and entitled to the benefits of,
the terms and provisions of the Trust Agreement.



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[Signatures Follow]




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     IN WITNESS WHEREOF, the parties have caused this Servicing Agreement to be
executed as of the date first above written.



	 	 	 	 	 
	 	 	GE DEALER FLOORPLAN MASTER NOTE

TRUST, as Owner
	 
	 	 	 	 
	 	 	By: The Bank of New York (Delaware), not in
its
individual capacity, but solely as
Trustee on behalf
of Owner
	 
	 	 	 	 
	

	 	By:
	 	/s/ Kristine K. Gullo
	

	 	 	 	Name: Kristine K. Gullo
	

	 	 	 	Title: Asst. Vice President







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S-1









 








	 	 	 
	

	 	GENERAL ELECTRIC CAPITAL

CORPORATION, as Master Servicer
	 
	 	 
	

	 	By: /s/ Mark Hutchinson

Name: Mark Hutchinson

Title: Vice President







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S-2









 








Schedule 2.7




Reporting Requirements




     Master Servicer shall prepare a monthly report on behalf of Owner for each
Series that is outstanding in the manner described in the Indenture Supplement
for such Series. Master Servicer shall also provide the Indenture Trustee with
an electronic or written form of such report for each such Series for delivery
as set forth in the Indenture Supplement for such Series.



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Exhibit A




Form of Annual Master Servicer’s Certificate




(To be delivered on or before March 31 of each calendar year

(commencing in 2005) pursuant to Section 2.8

of the Servicing Agreement referred to below)




GE DEALER FLOORPLAN MASTER TRUST




     The undersigned, a duly authorized officer of General Electric Capital
Corporation, as Master Servicer (“GECC”), pursuant to the Servicing Agreement
dated as of August 12, 2004 (as may be further amended and supplemented from
time to time, the “Agreement”), between GECC and GE Dealer Floorplan Master
Note Trust, does hereby certify that:



     1. GECC is, as of the date hereof, Master Servicer under the Agreement.
Capitalized terms used in this Certificate have their respective meanings as
set forth in the Agreement.



     2. The undersigned is an Authorized Officer who is duly authorized
pursuant to the Agreement to execute and deliver this Certificate to the Owner.



     3. A review of the activities of Master Servicer during the fiscal year
ended        ,        , and of its performance under the Agreement was
conducted under my supervision.



     4. Based on such review, Master Servicer has, to the best of my knowledge,
performed in all material respects its obligations under the Agreement
throughout such year and no default in the performance of such obligations has
occurred or is continuing except as set forth in paragraph 5.



     5. The following is a description of each default in the performance of
Master Servicer’s obligations under the provisions of the Agreement known to me
to have been made by Master Servicer during the fiscal year ended         ,
    , which sets forth in detail (i) the nature of each such default, (ii) the
action taken by Master Servicer, if any, to remedy each such default and (iii)
the current status of each such default: [if applicable, insert “None.”]



     IN WITNESS WHEREOF, the undersigned has duly executed this Certificate
this      day of         , 20    .



	 	 	 	 	 
	 	 	GENERAL ELECTRIC CAPITAL

CORPORATION, as Master Servicer
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	

	

	 	Name:	 	 
	

	 	 	 	

	

	 	Title:	 	 
	

	 	 	 	








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A-1