exv4w13



 





Exhibit 4.13




CUSTODY AND CONTROL AGREEMENT




     CUSTODY AND CONTROL AGREEMENT (this “Agreement”) dated as of August 12,
2004 by and among WILMINGTON TRUST COMPANY, a Delaware banking corporation (the
“Custodian”), in its capacity as Custodian, GE DEALER FLOORPLAN MASTER NOTE
TRUST, a Delaware statutory trust (the “Issuer”), and WILMINGTON TRUST COMPANY
(the “Indenture Trustee”), in its capacity as Indenture Trustee.



     WHEREAS, the Issuer is the owner of the Accounts;



     WHEREAS, the Issuer has entered into a master indenture (as amended,
restated or modified, the “Indenture”), dated the same date as this Agreement,
with the Indenture Trustee, whereby the Issuer has granted a security interest
to the Indenture Trustee in among other things, the Property in the Accounts;



     WHEREAS, the Issuer is entering into this Agreement to perfect the
security interest of the Indenture Trustee in the Accounts and in the Issuer’s
Security Entitlements in respect of the Property in the Accounts from time to
time;



     WHEREAS, the Issuer desires to appoint the Custodian as custodian on
behalf of the Issuer, and the Custodian has agreed to so act as custodian,
under the terms and conditions set forth in this Agreement.



     NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained, the parties hereto agree as follows:



     1. Certain Definitions. As used herein the following terms shall have the
following meanings:



     “Accounts” means the Trust Accounts.



     “Agreement” means this Custody and Control Agreement.



     “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.



     “Certificated Security” has the meaning specified in Section 8-102(a)(4)
of the UCC.



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



     “Clearing Corporation” has the meaning specified in Section 8-102(a)(5) of
the UCC.



     “Clearstream” means Clearstream, société anonyme, a corporation organized
under the laws of the Grand Duchy of Luxembourg.



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     “Clearstream Security” means a “security” (as defined in Section
8-102(a)(15) of the UCC) that (i) is a debt or equity security and (ii) is
capable of being transferred to the account of a custodian at Clearstream
pursuant to Section 2, whether or not such transfer has occurred.



     “Closing Date” means August 12, 2004.



     “Collection Account” is defined in the Indenture.



     “Collections” has the meaning set forth in Section 2(a).



     “Custodian” has the meaning specified in the preamble hereto.



     “Default” is defined in the Indenture.



     “Deposit Account” has the meaning specified in Section 9-102(a)(29) of the
UCC.



     “Entitlement Holder” means a person identified in the records of the
Custodian as the person having a Security Entitlement against the Custodian.



     “Entitlement Order” means a notification communicated to the Custodian
directing transfer or redemption of a Financial Asset to which the Entitlement
Holder has a Security Entitlement, which prior to the receipt by the Custodian
of a Notice of Exclusive Control (as defined in Section 4) from the Indenture
Trustee shall be any Instruction with respect to the Accounts or the Property
held pursuant to this Agreement, and in any event shall include an “entitlement
order” as defined in Article 8 of the UCC.



     “Euroclear” means Euroclear Bank S.A./N.V. Brussels office, as operator of
the Euroclear system.



     “Euroclear Security” means a “security” (as defined in Section
8-102(a)(15) of the UCC) that (i) is a debt or equity security and (ii) is
capable of being transferred to the Custodian’s account at Euroclear pursuant
to Section 2, whether or not such transfer has occurred.



     “Event of Default” is defined in the Indenture.



     “Excess Funding Account” is defined in the Indenture.



     “Financial Asset” has the meaning specified in Section 8-102(a)(9) of the
UCC.



     “FRB” means a Federal Reserve Bank of the United States.



     “Government Security” means a security issued or guaranteed by the United
States of America or an agency or instrumentality thereof representing a full
faith and credit obligation of the United States of America and, with respect
to each of the foregoing, that is maintained in book-entry form on the records
of an FRB.



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



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     “Indenture Supplement” is defined in the Indenture.



     “Indenture Trustee” means Wilmington Trust Company, not in its individual
capacity but solely as Indenture Trustee under the Indenture, or any successor
Indenture Trustee under the Indenture.



     “Instructions” has the meaning specified in Section 11.



     “Instruments” has the meaning specified in Section 9-102(a)(47) of the
UCC.



     “Issuer” has the meaning specified in the preamble.



     “Master Servicer” means General Electric Capital Corporation, 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 Register” is defined in the Indenture.



     “Noteholder” means the Person in whose name a Note is registered on the
Note Register or such other Person deemed to be a “Noteholder” in any related
Indenture Supplement.



     “Notes” means the notes issued from time to time pursuant to the
Indenture.



     “Notice of Exclusive Control” has the meaning set forth in Section 4(a).



     “Permitted Investments” is defined in the Indenture.



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



     “Property” is defined in Section 2(a).



     “Rating Agency” is defined in the Indenture.



     “Remittance Date” is defined in Section 15.



     “S&P” is defined in the Indenture.



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



     “Securities” has the meaning set forth in Section 2(a).



     “Securities Account” has the meaning specified in Section 8-501(a) of the
UCC.



     “Securities Intermediary” has the meaning specified in Section
8-102(a)(14) of the UCC.



     “Securities System” has the meaning set forth in Section 6.



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     “Security Entitlement” has the meaning specified in Section 8-102(a)(17)
of the UCC.



     “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.



     “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.



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



     “Trust Accounts” means any Series Account, the Collection Account or
Excess Funding Account.



     “Trust Agreement” means the Amended and Restated Trust Agreement dated as
of August 12, 2004, between CDF Funding, Inc. and the Trustee.



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



     “UCC” means the Uniform Commercial Code as in effect from time to time in
the State of New York.



     “Uncertificated Security” has the meaning specified in Section
8-102(a)(18) of the UCC.



     2. Appointment of Custodian; Acknowledgement of Receipt of Property.



     (a) The Issuer hereby appoints the Custodian as custodian of the Permitted
Investments and any other investments, promissory notes, bonds, securities
agreements or other documents evidencing the Permitted Investments
(collectively, the “Securities”), any Security Entitlement with respect to the
Securities, all Permitted Investments and all cash and other property received
by the Custodian with respect to any of the foregoing (collectively,
“Collections”) pursuant to the terms and conditions set forth in this
Agreement, and the Custodian hereby accepts such appointment. All of the
foregoing property as to which the Custodian is appointed custodian pursuant to
this Agreement is herein collectively called the “Property”.



     (b) The Custodian hereby acknowledges that in order to facilitate the
perfection of the security interest granted by the Issuer to the Indenture
Trustee under the Indenture, the Custodian shall hold all Property as specified
in Section 2(c) and elsewhere herein and shall credit such Property as
Financial Assets to the relevant Accounts.



     (c) The Issuer shall cause all Property acquired by or on behalf of the
Issuer to be transferred to the Custodian for credit to the applicable Account,
and the Custodian shall credit such Property to the applicable Account, for the
benefit of the Issuer as owner and the benefit of the Indenture Trustee as
secured party or shall take or cause to be taken any and all other actions
necessary to create in favor of the Indenture Trustee a valid and perfected,
first-priority security



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interest granted to the Indenture Trustee under the Indenture in the
Accounts and all Property credited to the Accounts, as follows:



          (i) in the case of each Certificated Security or Instrument (other than a
Government Security, Euroclear Security or Clearstream Security), by (A)
causing the delivery of such Certificated Security or Instrument to the
Custodian in bearer form or registered in the name of the Custodian or its
nominee or indorsed to the Custodian or its nominee or in blank by an effective
indorsement, (B) causing the Custodian to continuously identify on its books
and records that such Certificated Security or Instrument is credited to the
applicable Account and (C) causing the Custodian to maintain continuous
possession of such Certificated Security or Instrument;



          (ii) in the case of each Uncertificated Security (other than a Government
Security, Euroclear Security or Clearstream Security), by (A) causing such
Uncertificated Security to be continuously registered on the books of the
issuer thereof to the Custodian and (B) causing the Custodian to continuously
identify on its books and records that such Uncertificated Security is credited
to the applicable Account;



          (iii) in the case of each Euroclear Security and Clearstream Security, by
(A) causing Euroclear or Clearstream, as the case may be, to credit such
security to the Custodian’s Securities Account (or to the Securities Account of
a Securities Intermediary acting in such capacity on behalf of the Custodian
and which has credited such security to a Securities Account of the Custodian
with such Securities Intermediary) at Euroclear or Clearstream, as the case may
be, (B) causing the Custodian to continuously identify on its books and records
that such Euroclear Security or Clearstream Security is credited to applicable
Account as a Financial Asset, and (C) causing such Euroclear Security or
Clearstream Security to be (1) continuously registered to Euroclear or
Clearstream, as the case may be, and (2) continuously identified on the books
and records of Euroclear or Clearstream, as the case may be, as credited to the
Securities Account of the Custodian (or to the Securities Account of a
Securities Intermediary acting in such capacity on behalf of the Custodian and
which has credited such security to a Securities Account of the Custodian with
such Securities Intermediary);



          (iv) in the case of each Government Security, by (A) causing the crediting
of such Government Security to a Securities Account of the Custodian at an FRB,
(B) causing the Custodian to continuously identify on its books and records
that such Government Security is credited to the applicable Account as a
Financial Asset, and (C) causing the continuous crediting of such Government
Security to a Securities Account of the Custodian at such FRB; and



          (v) in the case of each Financial Asset not covered by the foregoing
clauses (i) through (iv), by causing the transfer of such Financial Asset to
the Custodian in accordance with applicable law and regulation and causing the
Custodian to credit such Financial Asset to the applicable Account.



     (d) With respect to any Deposit Account as to which the Indenture Trustee
is not the bank at which such Deposit Account is maintained, by causing such
bank, the Issuer and the Indenture Trustee to enter into an agreement
containing provisions substantially similar to the provisions of this Agreement
relating to the Accounts.



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     (e) With respect to any other Property that for any reason does not create
a Security Entitlement at any time now or hereafter and which is held in or
credited to the applicable Account, the Custodian hereby acknowledges that, for
purposes of perfecting the security interest of the Indenture Trustee, it holds
and will hold possession of such property as bailee for the Indenture Trustee
in its capacity as secured party.



     3. The Accounts.



     (a) The Issuer agrees to establish and maintain the Accounts at the
Custodian according to Section 8.2 of the Indenture and the applicable
Indenture Supplement. The Custodian further agrees that (i) each Trust Account
is and shall at all times be maintained by the Custodian as a Securities
Account in the Custodian’s trust department, (ii) the Custodian is acting and
will act as a Securities Intermediary with respect to such Trust Account, and
(iii) all of the Property accredited to such Trust Account shall be treated as
Financial Assets.



     (b) The Issuer acknowledges its responsibility as a principal for all of
its obligations to the Custodian arising under or in connection with this
Agreement, warrants its authority to deposit in the Accounts any Property
received therefor by the Custodian and to give Instructions relative thereto.
The Issuer further agrees that the Custodian shall not be subject to, nor shall
its rights and obligations under this Agreement or with respect to the Accounts
be affected by, any agreement between the Issuer and any other Person, except
as otherwise provided in this Agreement or unless otherwise agreed by Issuer
and Custodian. If any Securities are held in a Securities System the Custodian
may deliver securities of the same class, issuer and amount in place of those
deposited in the applicable Account.



     (c) The Custodian shall hold and keep safe as custodian for the Accounts,
on behalf of the Issuer, all Property in each Account. The crediting of
Property to the Accounts shall result in Security Entitlements to such Property
in favor of the Issuer, subject to the security interest of the Indenture
Trustee as a secured party.



     (d) All transactions involving the Property shall be executed or settled
solely in accordance with Instructions, except that until the Custodian
receives Instructions to the contrary, the Custodian will:



          (i) collect all interest and dividends and all other income and payments,
whether paid in cash or in kind, on the Property, as the same become payable
and credit the same to the applicable Account;



          (ii) present for payment all Securities held in an Account which are
called, redeemed or retired or otherwise become payable and all coupons and
other income items which call for payment upon presentation to the extent that
the Custodian is actually aware based on notices received of such opportunities
and hold the cash received in such Account pursuant to this Agreement;



          (iii) (x) exchange Securities where the exchange is purely ministerial
(including, without limitation, the exchange of temporary securities for those
in definitive form and the exchange of warrants, or other documents of
entitlement to securities, for the Securities themselves) and (y) when
notification of a tender or exchange offer (other than ministerial



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exchanges described in (x) above) is received for such Account, use
reasonable efforts to receive Instructions, provided, that if such Instructions
are not received in time for the Custodian to take timely action, no action
shall be taken with respect thereto;



          (iv) execute on behalf of the Issuer for each Account, whenever the
Custodian deems it appropriate, such ownership and other certificates as may be
required to obtain the payment of income from the Property in the applicable
Account; and



          (v) appoint brokers and agents for any of the ministerial transactions
involving the Securities described in the foregoing clauses (i) through (iv),
including, without limitation, affiliates of the Custodian.



     (e) The Custodian hereby acknowledges the security interest granted to the
Indenture Trustee by the Issuer. The Custodian shall maintain all Property
free of any lien, charge or claim of any kind in favor of the Custodian or any
person claiming through the Custodian, and it will not assert any lien,
encumbrance, claim or right of set-off against the Property, the Accounts or
any Financial Assets carried in the Accounts or any credit balance in the
Accounts, except as otherwise expressly permitted by this Agreement or the
Indenture. The Custodian will not enter into any agreement other than this
Agreement with any Person requiring the Custodian’s compliance with
“entitlement orders” (as such term is defined in Article 8 of the UCC)
concerning the Accounts originated by such Person without the prior written
consent of the Issuer and the Indenture Trustee except as otherwise provided
herein. The Custodian represents that no such agreement relating to the
Property with any Person is now in effect.



     4. Control.



     (a) In order to perfect the security interest of the Indenture Trustee in
accordance with Sections 8-106 and 9-104 of the UCC, the Issuer expressly
authorizes the Custodian to comply with Entitlement Orders issued by the
Indenture Trustee or its authorized representatives with respect to any
Securities Account without the further consent of the Issuer or any other
Person, and to act upon the directions of the Indenture Trustee or its
authorized representatives with respect to any Deposit Account or the
disposition of any Property therein, in each case without the further consent
of the Issuer or any other Person. Until such time as the Indenture Trustee
delivers a written notice to the Custodian, substantially in the form of
Exhibit A hereto, that the Indenture Trustee is thereby exercising exclusive
control over such Account (a “Notice of Exclusive Control”), the Custodian
shall make trades of Financial Assets held in the Accounts, or otherwise
withdraw Property from the Accounts, at the direction of the Issuer or its
authorized representatives, and comply with Entitlement Orders concerning the
Accounts from the Issuer or its authorized representatives. The Indenture
Trustee agrees with the Issuer that it will not deliver a Notice of Exclusive
Control, or issue any directions with respect to any Account or the disposition
of any Property therein, until a Default or Event of Default has occurred
(including without limitation any Default or Event of Default resulting from
the Issuer’s withdrawal of Property from an Account in violation of the terms
of this Agreement or the Indenture). After the Custodian receives the Notice
of Exclusive Control, the Custodian will promptly cease complying with
Entitlement Orders or other directions concerning such Account (including any
provision hereof regarding payments to the Issuer) originated by the Issuer or
its representatives notwithstanding any contrary provision in this Agreement.



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     (b) Upon issuance by the Indenture Trustee of a Notice of Exclusive
Control described in this Section 4, the Indenture Trustee shall have exclusive
control over the Accounts and without limitation the Indenture Trustee may (i)
cause the name of the Accounts to be changed to reflect that the Indenture
Trustee is the “entitlement holder” (as such term is defined in Article 8 of
the UCC) of the Accounts as trustee on behalf of the Noteholders under the
Indenture, or (ii) instruct that all Property be transferred to new accounts
with the Custodian as to which the Indenture Trustee is the “entitlement
holder” (as such term is defined in Article 8 of the UCC) of the Accounts as
trustee on behalf of the Noteholders under the Indenture.



     5. Use of Subcustodian. Custodian shall not maintain any Property in a
custody account that has been established through another bank or trust company
acting as subcustodian unless it is authorized to do so in writing by the
Issuer and the Indenture Trustee.



     6. Securities Systems. The Issuer authorizes and instructs the Custodian
to maintain all Property directly in one of its branches or indirectly through
custody accounts which have been established by the Custodian with the
following other securities intermediaries a securities depository or clearing
agency or system in which the Custodian participates (individually, a
“Securities System”).



     7. Use of Securities System. With respect to Property in an Account which
is maintained by the Custodian through a Securities System in which it
participates pursuant to Section 6:




	 	(a)	 	The Custodian shall identify on its books such Property as
being maintained for the account of the Custodian for its customers.
	 
	 	(b)	 	The Custodian’s agreement with such Security System shall
provide that Property deposited with a Securities System will be
maintained in an account holding only assets for customers of the
Custodian unless precluded by applicable law, rule or regulation.
	 
	 	(c)	 	The Custodian shall provide to the Issuer, with a copy to the
Master Servicer, any non-confidential report obtained by the
Custodian on the Securities System’s accounting system, internal
accounting control and procedures for safeguarding securities
deposited in the Securities System.





It is understood and agreed that the Custodian’s agreement with a Securities
System will be subject to the generally applicable rules and regulations of
such Securities System, and that the Custodian shall not be liable for a breach
of such agreement by such Securities System.



     8. Records, Ownership of Property, Statements and Opinions of Independent
Certified Public Accountants.



     (a) The Property, whether maintained directly by the Custodian or
indirectly through a Securities System as authorized in this Agreement, shall
be clearly recorded on the Custodian’s books as (i) being owned by the Issuer
and not the Custodian and (ii) subject to a security interest in favor of the
Indenture Trustee. The Custodian shall keep accurate and detailed accounts of
all investments, receipts, disbursements and other transactions for the
Accounts. All accounts,



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books and records of the Custodian relating thereto shall be open to
inspection and audit at all reasonable times during normal business hours upon
reasonable prior written notice to the Custodian by any Person designated by
the Issuer. The Issuer shall reimburse the Custodian for its reasonable
out-of-pocket expenses in connection with such inspection or audit in
accordance with Section 15. All such accounts shall be maintained and
preserved in a form reasonably requested by the Issuer.



     (b) At the request of the Issuer, the Custodian shall deliver to the
Issuer, with a copy to the Master Servicer, the most recent non-confidential
written report, if any, prepared by the Custodian’s independent certified
public accountants with respect to the custodial services provided by the
Custodian to its customers.



     (c) The Issuer may elect to participate in any of the electronic on-line
service and communications systems offered by the Custodian which can provide
the Issuer, on a daily basis, with the ability to view on-line or to print a
hard copy of various reports of any Account’s activity and of the Property. To
the extent that such service shall include market values of any of the
Securities, the Issuer hereby acknowledges that the Custodian now obtains and
may in the future obtain information on such values from outside sources that
the Custodian considers to be reliable and the Issuer agrees that the Custodian
(i) does not verify nor represent or warrant either the reliability of such
service nor the accuracy or completeness of any such information furnished or
obtained by or through such service and (ii) shall be without liability in
selecting and utilizing such service or furnishing any information derived
therefrom.



     (d) The Custodian shall issue a confirmation or safekeeping receipt to the
Issuer for each Security received by the Custodian hereunder which identifies
(as applicable) with respect thereto, the issuer, the maturity date, the face
amount and the coupon rate. The Custodian shall provide to the Issuer a
custodial statement for each preceding month listing the Securities held in
each Account. Such report shall include the principal amount of each Security
or Financial Asset, as appropriate. The Issuer shall promptly review all such
reports and shall promptly advise the Custodian of any error, omission or
inaccuracy in same. In no event shall the Custodian be required to determine
or report the market value of any Security.



     9. Holding of Securities, Nominees, etc. In order to perfect the
Indenture Trustee’s security interest in the Securities credited to the
Accounts, the Securities shall at all times be held or maintained in the
Custodian’s name or in the name of the Custodian’s nominee. Securities that
are maintained through a Securities System will be maintained with the
Securities System in an account holding only assets of the Custodian’s
customers, unless prohibited by law, rule, or regulation. The Custodian may
combine certificates representing Securities held in an Account with
certificates of the same issue held by it as fiduciary or as a custodian.
Securities maintained with a Securities System shall be maintained subject to
the rules of that Securities System governing the rights and obligations among
the Securities System and its participants.



     10. Proxies, etc. If the Custodian shall receive any proxies, notices,
reports or other communications relative to any of the Securities, the
Custodian shall (within three (3) Business Days after receipt by the Custodian)
transmit to the Issuer, with a copy to the Master Servicer, or notify the
Issuer of the receipt of, such proxies, notices, reports or other
communications. Neither the Custodian nor its nominees or agents shall vote
upon or in respect of any of the



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Securities in any Account, execute any form of proxy to vote thereon, or
give any consent or take any action (except as provided in Sections 3 and 4)
with respect thereto except upon the receipt of Instructions relative thereto.



     11. Instructions.



     (a) The term “Instructions” means instructions from the Issuer in respect
of any of the Custodian’s duties hereunder which have been received by the
Custodian at its address as shall have been furnished by the Custodian to the
Issuer pursuant to the provisions hereof. All Instructions shall be
communicated: (i) in writing (including, without limitation, facsimile
transmission) signed or given by such one or more person or persons as the
Issuer shall have from time to time authorized in writing to give the
particular class of Instructions in question and whose name and (if applicable)
signature and office address have been filed with the Custodian, (ii)
electronically through an electronic on-line service and communications system
offered by the Custodian or other electronic instruction system acceptable to
the Custodian, or (iii) in such other form of instructions as the Issuer (with
the consent of the Indenture Trustee) may from time to time authorize in
writing and which the Custodian has agreed in writing to accept. The Custodian
shall not act upon any oral Instructions from the Issuer or its authorized
agents. The Custodian shall promptly provide notice to the Indenture Trustee
of any Instructions received by it from the Issuer. The Custodian has the
right to record any such oral Instructions, and the Issuer hereby consents to
such recording.



     (b) The Custodian shall have the right to assume in the absence of notice
to the contrary from the Issuer or the Indenture Trustee, as the case may be,
that any person whose name is on file with the Custodian pursuant to this
Section 11 has been authorized by the Issuer or the Indenture Trustee, as the
case may be, to give the Instructions in question and that such authorization
has not been revoked. The Custodian may act upon and conclusively rely on,
without any liability to the Issuer or any other Person or entity for any
losses resulting therefrom, any Instructions reasonably believed by it to be
furnished by the proper person or persons as provided above.



     (c) Instructions may relate to specific transactions or to types or
classes of transactions, and may be in the form of standing instructions.
Without limiting the foregoing:



          (i) The Issuer may from time to time issue Instructions, in accordance
with Section 11(a), directing the Custodian to release any Security held in
physical form to the Issuer or its designee. The Custodian is hereby
authorized, upon written receipt of any such Instructions and so long as it has
not received a Notice of Exclusive Control, to release any such Security to the
Issuer or its designee. All Securities so released to any designee of the
Issuer shall be held in trust for the benefit of the Issuer as owner and the
Indenture Trustee as secured party. The Issuer or its designee shall return
such Security to the Custodian when the Issuer’s need therefor no longer
exists, unless the Security has been sold or liquidated by the Issuer. The
Issuer shall notify the Custodian if such Security has been sold or liquidated,
and the Custodian shall no longer have any duties, responsibilities or
liability with respect to such Security.



          (ii) Upon written notification from the Issuer and the Indenture Trustee,
the Custodian shall return the Financial Assets and any other Property in the
applicable Account to



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or at the direction of the Issuer. Any such delivery shall constitute a
complete discharge of the Custodian from any and all further liability for such
Financial Assets and Property hereunder.



          (iii) Prior to the delivery of a Notice of Exclusive Control, the Issuer
may give Instructions with respect to any vote to be taken upon or in respect
of any of the Securities in any Account.



     12. Standard of Care.



     (a) The Custodian shall be responsible for the performance of only such
duties as are set forth in this Agreement. The Custodian will act without
negligence with respect to the safekeeping of Property in the Accounts and,
except as otherwise expressly provided in this Agreement, in carrying out its
obligations under this Agreement. The Custodian will give the Property in the
Accounts equal care and safeguards as are afforded similar property owned by
the Custodian.



     (b) Absent negligence, the Custodian shall not be responsible for the
title, validity or genuineness of any Property or other property or evidence of
title thereto received by it or delivered by it pursuant to this Agreement and
may rely and shall be protected in acting or refraining from acting on any
written notice, request, waiver, consent or instrument believed by it to be
genuine and to have been signed or presented by the proper party or parties.
The Custodian shall have no duty to determine or inquire into the happening or
occurrence of any event or contingency. The Custodian may consult with and
obtain advice from legal counsel as to any provision hereof or its duties
hereunder and shall be fully protected in acting on advice of such counsel.
The Custodian may conclusively rely on, without liability for any loss
resulting therefrom, any notice, request, consent, certificate or other
instrument reasonably believed by it to be genuine and to be signed or
furnished by the proper party or parties, including, without limitation,
Instructions. The Issuer agrees to indemnify, defend and hold the Custodian,
its officers, directors, employees and agents harmless from and against any and
all losses, claims, damages, demands, expenses, costs, cause of action,
judgments or liabilities that may be incurred by the Custodian, its officers,
directors, employees and agents arising directly or indirectly out of or in
connection with the Custodian’s acceptance or appointment as Custodian
hereunder, including the reasonable legal costs and expenses as such expenses
are incurred (including, without limitation, the expenses of any experts,
counsel or agents) of investigating, preparing for or defending itself against
any action, claim or liability in connection with its performance hereunder.
In no event, however, shall Issuer be obligated to indemnify the Custodian and
save the Custodian harmless from any fees, expenses, charges and/or liabilities
incurred by the Custodian as a result of its own willful misconduct, bad faith
or negligence. Notwithstanding anything in this Agreement, in no event shall
the Custodian be liable for special, indirect or consequential loss or damage
of any kind whatsoever (including, but not limited to, lost of profits), even
if the Custodian has been advised of such loss or damage and regardless of the
form of action. The indemnification in favor of the Custodian in this
Agreement shall survive any resignation or removal of the Custodian (to the
extent of indemnified liabilities, costs, expenses and other indemnified
amounts arising or incurred prior to, or arising as a result of actions or
omissions occurring prior to, such resignation or removal).



Custody and Control Agreement





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     (c) With respect to a Securities System, the Custodian shall only be
responsible or liable for losses, claims, damages, demands, expenses, costs or
liabilities arising from employment of such Securities System caused by the
Custodian’s own negligent actions or failure to act. In the event of any loss,
claim, damage, demand, expense, cost or liability to the Issuer by reason of
the Custodian’s negligent action or failure to act, the Custodian shall be
liable to the Issuer to the extent of the Issuer’s actual damages at the time
such loss, claim, damage, demand, expense, cost or liability was discovered
without reference to any special conditions or circumstances.



     (d) In no event shall the Custodian be liable for any consequential or
special damages. The Custodian shall have no liability for loss arising from
any cause beyond its control, including, but not limited to, the act, failure
or neglect of any agent or correspondence selected by the Custodian for the
remittance of funds; any delay, error, omission or default of any mail,
telegraph, cable or wireless agency or operator; or the acts or edicts of any
government or governmental agency or other group or entity exercising
governmental powers.



     (e) In the event the Issuer subscribes to an electronic on-line service
and communications system offered by the Custodian, the Issuer shall be fully
responsible for the security of the Issuer’s connecting terminal, access
thereto and the proper and authorized use thereof and the initiation and
application of continuing effective safeguards with respect thereto and agrees
to defend and indemnify the Custodian and hold the Custodian harmless from and
against any and all losses, damages, costs and expenses (including the
reasonable fees and expenses of counsel) incurred by the Custodian as a result
of any improper or unauthorized use of such terminal by the Issuer or by
Issuer’s authorized agents, unless the loss, damage, cost or expense is a
result of the Custodian’s negligence or willful misconduct.



     (f) All collections of funds or other property to be paid in respect of
Property in an Account shall be made for the account of, and at the risk of,
the Issuer, and the Custodian shall not be liable to the Issuer in the event
that the obligor on any Property (other than Property issued by the Custodian)
fails to make any payment due thereunder.



     (g) Absent negligence, the Custodian shall have no liability for any loss
occasioned by delay in the actual receipt of notice by the Custodian of any
payment, redemption or other transaction regarding Property in an Account in
respect of which the Custodian has agreed to take action as provided in Section
3 hereof. The Custodian shall not be liable for any loss resulting from, or
caused by, acts of governmental authorities (whether de jure or de facto),
including, without limitation, nationalization, expropriation and the
imposition of currency restrictions; devaluations of or fluctuations in the
value of currencies; changes in laws and regulations applicable to the banking
or securities industry; market conditions that prevent the orderly execution of
securities transactions or affect the value of Property; acts of war,
terrorism, insurrection or revolution; strikes or work stoppages; the inability
of a local clearing and settlement system to settle transactions for reasons
beyond the control of the Custodian or hurricane, cyclone, earthquake, volcanic
eruption, nuclear fusion, fission or radioactivity or other acts of God.



     (h) Absent negligence, the Custodian shall have no liability in respect of
any loss, damage or expense suffered by the Issuer, insofar as such loss,
damage or expense arises from



Custody and Control Agreement






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the performance of the Custodian’s duties hereunder by reason of the
Custodian’s reliance upon records that were maintained for the Issuer by
entities other than the Custodian prior to the Custodian’s employment under
this Agreement.



     (i) The Custodian shall have no responsibility or liability to the
Indenture Trustee for releasing any of the Property held in an Account at the
direction of the Issuer or its authorized representatives in accordance with
Section 11 hereof or, subject to Section 4 hereof, complying with Entitlement
Orders concerning an Account from the Issuer or its authorized representatives,
which are received by the Custodian before the Custodian receives a Notice of
Exclusive Control from the Indenture Trustee or its authorized representatives.
The Custodian shall have no responsibility or liability to the Issuer for
complying with a Notice of Exclusive Control or complying thereafter with
Entitlement Orders concerning an Account originated by the Indenture Trustee.
The Custodian shall have no duty to investigate or make any determination as to
whether a default or event of default exists under the Indenture, and shall
comply with a Notice of Exclusive Control without investigation even if the
Custodian receives a claim that no such default or event of default exists or
believes that no such default or event of default exists. This Agreement does
not create any obligation or duty on the part of the Custodian other than those
expressly set forth herein. Upon receipt of a Notice of Exclusive Control with
respect to an Account, the Custodian shall notify the Issuer, with a copy to
the Master Servicer, of its receipt of such Notice of Exclusive Control. The
Custodian may fully rely, and may take the actions herein set forth,
notwithstanding any notice of dispute between the Indenture Trustee and the
Issuer.



     (j) The provisions of this Section shall survive termination of this
Agreement.



     13. No Additional Duties. The parties acknowledge and agree that the
Custodian shall not have any additional duties other than those expressly
provided herein. The Custodian has not reviewed the Indenture or the Servicing
Agreement and shall have no responsibility or liability in respect thereof.
Notwithstanding any other provisions of this Agreement, the Custodian shall
have no duty, obligation or liability to ensure compliance with any regulation
or statute applicable to the Issuer.



     14. Investment Limitations and Legal or Contractual Restrictions or
Regulations. The Custodian shall not be liable to the Issuer and the Issuer
agrees to indemnify the Custodian and its nominees, for any loss, damage or
expense suffered or incurred by the Custodian or its nominees arising out of
any violation of any investment restriction or other restriction or limitation
applicable to the Issuer pursuant to any contract or any law or regulation,
unless the loss, damage or expense is a result of the Custodian’s negligence or
willful misconduct. The provisions of this Section 14 shall survive
termination of this Agreement.



     15. Fees and Expenses. The Custodian shall be entitled to receive such
compensation for its services pursuant to this Agreement as may be mutually
agreed upon by the Custodian and the Issuer in writing from time to time and
the Custodian’s reasonable out-of-pocket or incidental expenses in connection
with the performance of this Agreement, including, without limitation, legal
fees as described in this Agreement and/or deemed necessary in the judgment of
the Custodian to keep safe or protect the Property in the Accounts. The Issuer
hereby agrees to hold the Custodian harmless from any liability or loss
resulting from any taxes or other governmental



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charges, and any expense related thereto, which may be imposed, or
assessed with respect to any Property in the Accounts and also agrees to hold
the Custodian, or its nominees harmless from any liability as a record holder
of Property in the Accounts. The provisions of this Section shall survive the
termination of this Agreement.



     All fees and other amounts payable by the Issuer hereunder shall be paid
by the Issuer to the Custodian by wire transfer or check on March 20 and
September 20 of each year, beginning in March 2005, or if such day is not a
business day, the following business day (each, a “Remittance Date”). With
respect to each Remittance Date, the Custodian shall be paid the amounts shown
on any invoice furnished by the Custodian to the Issuer, with a copy to the
Master Servicer, no later than the 20th day of the month prior to the month in
which such Remittance Date occurs, which invoice shall be in reasonable detail,
separately listing any expense, liability or loss (together with reasonable
supporting documentation with respect to any expense, liability or loss).



     16. Representations and Warranties.



     (a) The Issuer hereby represents and warrants to the Custodian and the
Indenture Trustee that:



          (i) the employment of the Custodian and the allocation of fees, expenses
and other charges to the Accounts set forth in this Agreement is not prohibited
by law or any governing documents or contracts to which it is subject;



          (ii) the terms of this Agreement do not violate any obligation by which it
is bound, whether arising by contract, operation of law or otherwise;



          (iii) this Agreement has been duly authorized by appropriate action and
when executed and delivered will be binding upon it in accordance with its
terms; and



          (iv) it will deliver to the Custodian such evidence of such authorization
as the Custodian may reasonably require, whether by way of a certified
resolution or otherwise.



     (b) The Custodian hereby represents and warrants to the Issuer and the
Indenture Trustee that:



          (i) the terms of this Agreement do not violate any obligation by which it
is bound, whether arising by contract, operation of law or otherwise;



          (ii) it has all necessary power and authority to make, execute and deliver
this Agreement and to perform all of the obligations to be performed by it
hereunder, this Agreement has been duly authorized, executed and delivered by
it and constitutes the legal, valid and binding obligation of the Custodian
enforceable against the Custodian in accordance with its terms, except (i) as
may be limited by bankruptcy, fraudulent conveyance, fraudulent transfer,
insolvency, reorganization, liquidation, receivership, moratorium or other
similar laws now or hereafter in effect relating to creditors’ rights
generally, and by general equitable principles, regardless of whether
considered in a proceeding in equity or at law and (ii) that the remedy of
specific performance and injunctive and other forms of equitable relief may be
subject to



Custody and Control Agreement




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equitable defenses and to the discretion of the court before which any
proceeding therefore may be brought;



          (iii) it will deliver to the Issuer such reasonable evidence of such
authorization as the Issuer may reasonably require, whether by way of a
certified resolution or otherwise;



          (iv) (a) it is and will remain a “securities intermediary” within the
meaning of such term in Section 8-102(a)(14) of Article 8 of the UCC, (b) it is
and will remain a “securities intermediary” within the meaning of such term in
31 C.F.R. § 357.2 (Regulations Governing Book-Entry Treasury Bonds, Notes and
Bills) and (c) it has received a copy of this Agreement signed by the Issuer
and the Indenture Trustee;



          (v) each Account will be treated as a Securities Account;



          (vi) it is a bank or trust company located within the United States having
a combined capital and surplus of at least $100,000,000 as set forth in its
most recent published annual report of condition and its long-term unsecured
debt obligations are rated at least BBB+ by S&P and Baa1 by Moody’s;



          (vii) it is not a clearing corporation (as such term is used in Section
8-102 of the UCC); and



          (viii) it does not have “notice” (as such term is used in Section 8-105 of
the UCC) of any right, title, interest or claim (including, without limitation,
any adverse claim) by any Person other than the Indenture Trustee in or to any
of the Property.



     (c) The Indenture Trustee hereby represents and warrants to the Issuer and
the Custodian that:



          (i) the terms of this Agreement do not violate any obligation by which it
is bound, whether arising by contract, operation of law or otherwise;



          (ii) it has all necessary power and authority to make, execute and deliver
this Agreement and to perform all of the obligations to be performed by it
hereunder, this Agreement has been duly authorized, executed and delivered by
it and constitutes the legal, valid and binding obligation of the Indenture
Trustee enforceable against the Indenture Trustee in accordance with its terms,
except (i) as may be limited by bankruptcy, fraudulent conveyance, fraudulent
transfer, insolvency, reorganization, liquidation, receivership, moratorium or
other similar laws now or hereafter in effect relating to creditors’ rights
generally, and by general equitable principles, regardless of whether
considered in a proceeding in equity or at law and (ii) that the remedy of
specific performance and injunctive and other forms of equitable relief may be
subject to equitable defenses and to the discretion of the court before which
any proceeding therefore may be brought;



          (iii) it will deliver to the Issuer such reasonable evidence of such
authorization as the Custodian may reasonably require, whether by way of a
certified resolution or otherwise;



Custody and Control Agreement





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          (iv) it is not a clearing corporation (as such term is defined in Section
8-105 of the UCC); and



          (v) it does not have “notice” (as such term is used in Section 8-105 of
the UCC) of any right, title, interest or claim (including, without limitation,
any adverse claim) by any Person other than the Indenture Trustee in or to any
of the Property.



     17. No Petition. The Custodian, by entering into this Agreement, hereby
covenants and agrees that it will not at any time institute against the Issuer
or join in any institution against the Issuer of, any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings, or other
proceedings under any federal or state bankruptcy or similar law in connection
with any obligations relating to this Agreement; provided, that nothing in this
Section 17 shall preclude, or be deemed to estop, the Custodian from taking any
action prior to the expiration of the applicable preference period in any
involuntary proceeding filed or commenced against the Issuer by a Person other
than the Custodian or to otherwise limit any claims that the Custodian may have
against the Issuer.



     18. Publicity. The Issuer shall furnish to the Custodian at its address
for notice as set forth in Section 19, prior to any distribution thereof,
copies of any material prepared for distribution to any persons who are not
parties hereto that refer in any way to the Custodian. The Issuer shall not
distribute or permit the distribution of such materials if the Custodian
reasonably objects in writing within ten (10) business days of receipt thereof
(or such other time as may be mutually agreed) after receipt thereof. The
provisions of this Section shall survive the termination of this Agreement.



     19. Notices. Except as otherwise specifically provided for in this
Agreement, all notices and other communications between the parties shall be
(a) in writing and shall be either hand delivered or mailed by first class
mail, postage prepaid, or sent by electronic facsimile or courier to the
address below and (b) shall be deemed effective when received.




	 	(a)	 	If to the Issuer:
	 
	 	 	 	GE Dealer Floorplan Master Note Trust

c/o General Electric Capital Corporation, as Administrator

44 Old Ridgebury Road

Danbury, CT 06810

Attention: Manager, Securitizations

Telephone: (203) 357-4328

Facsimile: (203) 961-2953
	 
	 	(b)	 	If to the Master Servicer:
	 
	 	 	 	General Electric Capital Corporation

5595 Trillium Boulevard

Hoffman Estates, IL 60192

Attention: General Counsel





Custody and Control Agreement




-16-









 









	 	 	 	With a copy to:
	 
	 	 	 	General Electric Capital Corporation

44 Old Ridgebury Road

Danbury, CT 06810

Attention: Manager, Securitizations

Telephone: (203) 357-4328

Facsimile: (203) 961-2953
	 
	 	(c)	 	If to the Custodian:
	 
	 	 	 	Wilmington Trust Company

1100 North Market Street

Wilmington, DE 19890

Attention: Corporate Trust Administration/Erwin Sorianov


Telephone: (302) 636-6392

Facsimile: (302) 636-4140
	 
	 	(d)	 	If to the Indenture Trustee:
	 
	 	 	 	Wilmington Trust Company

1100 North Market Street

Wilmington, DE 19890

Attention: Corporate Trust Administration/Erwin Soriano

Telephone: (302) 636-6392

Facsimile: (302) 636-4140
	 
	 	 	 	with a copy to:
	 
	 	 	 	Deutsche Bank Trust Company Americas

60 Wall Street

MS NYC 60-2606

New York, NY 10005





          Each party may change its address for purposes hereof by giving notice to
the other parties in accordance with the provisions of this Section.



     20. Amendment, Modifications, etc. No provision of this Agreement may be
amended, modified or waived except in a writing signed by the parties hereto.
No waiver of any provision hereto shall be deemed a continuing waiver unless it
is so designated. No failure or delay on the part of any party in exercising
any power or right under this Agreement operates as a waiver, nor does any
single or partial exercise of any power or right preclude any other or further
exercise thereof or the exercise of any other power or right. The parties
hereto agree to provide notice to S&P and to satisfy the S&P Condition of any
material amendment, modification or waiver.



     21. Term; Termination.



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     (a) This Agreement may be terminated by the Issuer by an instrument in
writing delivered or mailed, postage prepaid, to the Custodian and the
Indenture Trustee, such termination to take effect on the date of such delivery
or receipt by the Custodian; provided, however, that until a successor
custodian shall have been appointed by the Issuer, and the Custodian shall have
transferred the Financial Assets and other Property as provided below, this
Agreement shall continue in full force and effect.



     (b) This Agreement may be terminated by the Custodian by an instrument in
writing delivered or mailed, postage prepaid, to the Issuer and the Indenture
Trustee (with a copy to the Rating Agencies), such termination to take effect
not sooner than (i) thirty (30) days after the date of such delivery or mailing
if Wilmington Trust Company is being replaced as Indenture Trustee under the
Indenture, or (ii) ninety (90) days after the date of such delivery or mailing;
provided, however, that until a successor custodian shall have been appointed
and the Custodian shall have transferred the Property as provided below to such
successor custodian, this Agreement shall continue in full force and effect.
If such successor custodian is not appointed by the Issuer within ninety (90)
days of the delivery by the Custodian of its notice of termination of this
Agreement, the Indenture Trustee acting alone shall designate such successor
custodian, in writing delivered to the Issuer and the Custodian, selected from
among the ten largest commercial banks (in terms of deposit) in New York City
or in accordance with the directions of a final order or judgment of a court of
competent jurisdiction. If a successor custodian shall be appointed as herein
provided upon termination of this Agreement, the Custodian shall transfer all
Property to the designated account of the successor custodian physically or in
the appropriate book-entry system, if feasible, and thereupon the Custodian
shall be discharged from any and all further responsibility hereunder.



     22. Assignments. The Custodian acknowledges that the Issuer’s rights
under this Agreement have been pledged to the Indenture Trustee in its capacity
as Indenture Trustee as security for the obligations of the Issuer described as
secured obligations in the Indenture. From and after the date on which the
Custodian receives a Notice of Exclusive Control, the Custodian agrees to
perform its duties hereunder for the benefit of the Indenture Trustee and its
successors and assigns and agrees that it will only accept instructions from
the Indenture Trustee. Except as otherwise provided in the first sentence of
this Section, this Agreement shall not be assignable by any party, except as
otherwise provided in this Agreement (in which case, the assigning party agrees
to provide notice to S&P and the S&P Condition shall have been satisfied), but
shall bind the successors in interest of the Issuer and the Custodian.



     23. Location of Custodian. Regardless of any provision in any such
agreement, the State of New York shall be deemed to be Custodian’s location for
the purposes of this Agreement and the perfection and priority of the Indenture
Trustee’s security interest in the Accounts and the Financial Assets and other
Property credited thereto.



     24. Governing Law.



     (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



Custody and Control Agreement





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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 REGISTERED OR CERTIFIED MAIL ADDRESSED TO SUCH PARTY AT
ITS ADDRESS DETERMINED IN ACCORDANCE WITH SECTION 19 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.



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     25. Severability. Any provision of this Agreement that is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.



     26. Entire Agreement. This Agreement, together with all Schedules and
Exhibits attached hereto, contain the entire agreement between the parties
relating to the subject matter hereof and supersedes any oral statements and
prior writings with respect thereto.



     27. Headings. The headings of the Sections hereof are included for
convenience of reference only and do not form a part of this Agreement.



     28. Counterparts. This Agreement may be executed in any number of
counterparts, each of which when so executed shall be deemed an original, but
all such counterparts shall together constitute but one and the same
instrument.



     29. Agents. The Custodian hereby acknowledges that it has been advised
that any agent of the Issuer may act on behalf of the Issuer hereunder for
purposes of all consents, amendments, waivers and other actions permitted or
required to be taken, delivered or performed by the Issuer, and the Indenture
Trustee agrees that any such action taken by an agent on behalf of the Issuer
shall satisfy the Issuer’s obligations hereunder.



     30. Limitation of Liability. Notwithstanding any other provision herein
or elsewhere, this Agreement has been executed and delivered by The Bank of New
York (Delaware), not in its individual capacity, but solely in its capacity as
Trustee of the Issuer, in no event shall The Bank of New York (Delaware) in its
individual capacity have any liability in respect of the representations,
warranties, or obligations of the Issuer hereunder or under any other document,
as to all of which recourse shall be had solely to the assets of the Issuer,
and for all purposes of this Agreement and each other document, the Trustee (as
such or in its individual capacity) shall be subject to, and entitled to the
benefits of, the terms and provisions of the Trust Agreement.



[SIGNATURES FOLLOW]




Custody and Control Agreement




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     IN WITNESS WHEREOF, each of the parties has caused its duly authorized
signatories to execute this Agreement as of the date first written above.



	 	 	 	 	 
	 	 	WILMINGTON TRUST COMPANY,

  as Custodian
	 
	 	 	 	 
	

	 	By:
	 	/s/ Rosemary Kennard
	

	 	 	 	Name: Rosemary Kennard
	

	 	 	 	Title: Asst. Vice President







Custody and Control Agreement




S-1









 








	 	 	 	 	 
	 	 	GE DEALER FLOORPLAN
MASTER NOTE 
TRUST, as
Issuer
	 
	 	 	 	 
	 	 	By: The Bank of New York (Delaware), not in
its individual capacity, but solely as
Trustee
	 
	 	 	 	 
	

	 	By:
	 	/s/ Kristine K. Gullo
	

	 	 	 	Name: Kristine K. Gullo
	

	 	 	 	Title: Asst. Vice President







Custody and Control Agreement




S-2









 








	 	 	 	 	 
	 	 	WILMINGTON TRUST COMPANY,

  as Indenture Trustee
	 
	 	 	 	 
	

	 	By:
	 	/s/ Rosemary Kennard
	

	 	 	 	Name: Rosemary Kennard
	

	 	 	 	Title: Asst. Vice President





Custody and Control Agreement


S-3









 






EXHIBIT A




INDENTURE TRUSTEE’S NOTICE OF EXCLUSIVE CONTROL




                                           , 200    




	 	 	 
	TO:

	 	Wilmington Trust Company
	

	 	1100 N. Market Street
	

	 	Wilmington, DE 19890
	

	 	Attention:                                                          
	

	 	Re:     Notice of Exclusive Control – [                   ] Account No. [                   ]







Dear Sirs:




     Pursuant to the provisions of the Custody and Control Agreement (the
“Agreement”), dated as of August 12, 2004, among the undersigned as Indenture
Trustee, GE Dealer Floorplan Master Note Trust, as Issuer, and you as
Custodian, the undersigned hereby gives notice of the exercise of exclusive
control over the [ACCOUNT/ACCOUNT NO.]. Subject to the provisions of the
Agreement, you are hereby instructed to transfer and credit on your books and
records all Property in the [ACCOUNT/ACCOUNT NO.] [to an account in the name of
the undersigned as the Entitlement Holder].



     In accordance with the Agreement, you are hereby notified to cease
complying with Entitlement Orders or other directions concerning the
[ACCOUNT/ACCOUNT NO.] or the Financial Assets [and other Property] therein
originated by the Issuer or its representatives.



Custody and Control Agreement






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     All capitalized terms used herein without definition have the same
meanings as are ascribed to such terms in the Agreement.



	 	 	 
	

	 	Very truly yours,
	 
	 	 
	

	 	WILMINGTON TRUST COMPANY, as
	

	 	Indenture Trustee
	 
	 	 
	

	 	By:                                                          
	

	 	Name:                                                          
	

	 	Title:                                                          







Custody and Control Agreement





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