exv4w11



 





Exhibit 4.11




ADMINISTRATION AGREEMENT




among




GE DEALER FLOORPLAN MASTER NOTE TRUST,

as Trust,




GENERAL ELECTRIC CAPITAL CORPORATION,

as Administrator,




and




THE BANK OF NEW YORK (DELAWARE),

not in its individual capacity, but solely as trustee




Dated as of August 12, 2004




Administration Agreement




 









 








TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page
	1.
	 	Duties of the Administrator	 	 	1	 
	2.
	 	Records	 	 	7	 
	3.
	 	Compensation	 	 	7	 
	4.
	 	Additional Information to be Furnished to the Trust	 	 	7	 
	5.
	 	Independence of the Administrator	 	 	7	 
	6.
	 	No Joint Venture	 	 	8	 
	7.
	 	Other Activities of the Administrator	 	 	8	 
	8.
	 	Term of Agreement; Resignation and Removal of the Administrator	 	 	8	 
	9.
	 	Action upon Termination, Resignation or Removal	 	 	9	 
	10.
	 	Notices	 	 	10	 
	11.
	 	Amendments	 	 	10	 
	12.
	 	Successors and Assigns	 	 	11	 
	13.
	 	GOVERNING LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL	 	 	11	 
	14.
	 	Other Interpretive Matters	 	 	12	 
	15.
	 	Headings	 	 	13	 
	16.
	 	Counterparts	 	 	13	 
	17.
	 	Severability	 	 	13	 
	18.
	 	Not Applicable to General Electric Capital Corporation in Other Capacities	 	 	13	 
	19.
	 	Limitation of Liability of the Trustee	 	 	13	 
	20.
	 	Indemnification	 	 	13	 
	21.
	 	No Proceedings	 	 	14	 





Administration Agreement




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     ADMINISTRATION AGREEMENT dated as of August 12, 2004, among GE DEALER
FLOORPLAN MASTER NOTE TRUST, a Delaware statutory trust (the “Trust”), GENERAL
ELECTRIC CAPITAL CORPORATION, a Delaware corporation, as administrator (the
“Administrator”) and THE BANK OF NEW YORK (DELAWARE), as Trustee (“Trustee”).



RECITALS




     WHEREAS, the Trust has entered into a Master Indenture, dated of even date
herewith (as amended and supplemented by any Indenture Supplement, or
otherwise, from time to time in accordance with the provisions thereof, the
“Indenture”), between the Trust and Wilmington Trust Company, as indenture
trustee (“Indenture Trustee”), to provide for the issuance of its asset backed
notes (the “Notes”) from time to time pursuant to one or more indenture
supplements. Capitalized terms used herein and not otherwise defined herein
are defined in the Indenture;



     WHEREAS, the Trust has entered into certain agreements in connection with
the issuance of the Notes and the issuance of the Transferor Certificate (as
defined in the Trust Agreement) and transactions related thereto, including (i)
the Second Tier Agreement, (ii) the Servicing Agreement, (iii) the Trust
Agreement, (iv) the Indenture and (v) the Custody and Control Agreement
(collectively, the “Related Documents”);



     WHEREAS, pursuant to the Related Documents, the Trust and Trustee are
required to perform certain duties in connection with: (a) the Notes and the
collateral therefor pledged pursuant to the Indenture (the “Collateral”) and
(b) the Transferor Certificate;



     WHEREAS, the Trust and Trustee desire to have the Administrator perform
certain of the duties of the Trust and Trustee referred to in the preceding
clause, and to provide such additional services consistent with this Agreement
and the Related Documents as the Trust or Trustee may from time to time
request; and



     WHEREAS, the Administrator has the capacity to provide the services
required hereby and is willing to perform such services for the Trust and
Trustee on the terms set forth herein;



     NOW, THEREFORE, in consideration of the mutual terms and covenants
contained herein, and other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties agree as follows:



     1. Duties of the Administrator.



     (a) Duties with Respect to the Second Tier Agreement. The Administrator,
on behalf of the Trust, shall perform the administrative duties of the Trust
under the Second Tier Agreement. The Administrator, on behalf of the Trust,
shall monitor the performance of the Trust and shall advise the Trust when
action is necessary to comply with the Trust’s duties under the Second Tier
Agreement. The Administrator, on behalf of the Trust, shall prepare for
execution by the Trust or shall cause the preparation by other appropriate
Persons of all such documents, reports, filings, instruments, certificates and
opinions as it shall be the duty of the Trust (or Trustee) to prepare, file or
deliver pursuant to the Second Tier Agreement. In furtherance of the
foregoing, the Administrator, on behalf of the Trust (or Trustee) shall take
all appropriate action that is the duty of the Trust to take pursuant to such
documents, including,



Administration Agreement



 









 





without limitation, such of the foregoing as are required with respect to
the following matters (references in this section are to sections of the Second
Tier Agreement):




     (i) the duty to maintain possession of the Account Schedules
delivered pursuant to the Second Tier Agreement (Section 2.1);




     (ii) the duty to cause the Trust, to the extent the Trust has
available funds, to pay the Purchase Prices pursuant to the Second Tier
Agreement (Section 2.4);




     (iii) (A) the preparation and the execution of any Assignment or
Reassignment (as defined in the Second Tier Agreement) or any other
documents and instruments of transfer and (B) the duty to take such
actions as requested by the Seller (as defined in the Second Tier
Agreement) to effect the conveyance of the Transferred Receivables (as
defined in the Second Tier Agreement) Section 2.6(c) and Section 2.7; and




     (iv) (A) the notification to the Seller (as defined in the Second
Tier Agreement) of any breach in representation or warranty of the Seller
(as defined in the Second Tier Agreement) under the Second Tier Agreement
or (B) a reassignment of the Transferred Receivables (as defined in the
Second Tier Agreement) if such breach is not cured as provided in Section
6.1 of the Second Tier Agreement (Section 6.1).



        (b) Duties with Respect to the Servicing Agreement. The Administrator, on
behalf of the Trust, shall perform the administrative duties of the Trust under
the Servicing Agreement. The Administrator, on behalf of the Trust, shall
monitor the performance of the Trust and shall advise the Trust when action is
necessary to comply with the Trust’s duties under the Servicing Agreement. The
Administrator, on behalf of the Trust, shall prepare for execution by the Trust
or shall cause the preparation by other appropriate Persons of all such
documents, reports, filings, instruments, certificates and opinions as it shall
be the duty of the Trust (or Trustee) to prepare, file or deliver pursuant to
the Servicing Agreement. In furtherance of the foregoing, the Administrator,
on behalf of the Trust shall take all appropriate action that is the duty of
the Trust (or Trustee) to take pursuant to such documents, including, without
limitation, such of the foregoing as are required with respect to the following
matters (references in this section are to sections of the Servicing
Agreement):



     (i) the notification to the Master Servicer prior to any designation
of (A) additional or removed Accounts, or (B) any additional Originator
(Section 2.2);



     (ii) (A) the duty to furnish the Master Servicer with powers of
attorney and other documents necessary or appropriate to enable the
Master Servicer to carry out its servicing duties and (B) the duty to
assist the Master Servicer in collecting the Transferred Receivables
(Section 2.4);



     (iii) (A) the notification to the Master Servicer of a breach of the
applicable covenants under Section 2.6 of the Servicing Agreement and (B)
the execution and the delivery of any documents or instruments of
transfer or assignment requested by the Master Servicer to effect the
conveyance of the Transferred Receivables to the Master Servicer (Section
2.6);



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     (iv) the delivery of a Servicer Termination Notice (as defined in
the Servicing Agreement) to the Master Servicer (Section 5.1); and




     (v) the appointment of a Successor Servicer (Section 6.2).



     (c) Duties with Respect to the Indenture. The Administrator, on behalf of
the Trust, shall perform the administrative duties of the Trust under the
Indenture. The Administrator, on behalf of the Trust, shall monitor the
performance of the Trust and shall advise the Trust when action is necessary to
comply with the Trust’s duties under the Indenture. The Administrator, on
behalf of the Trust, shall prepare for execution by the Trust or shall cause
the preparation by other appropriate Persons of all such documents, reports,
filings, instruments, certificates and opinions as it shall be the duty of the
Trust (or Trustee) to prepare, file or deliver pursuant to the Indenture. In
furtherance of the foregoing, the Administrator, on behalf of the Trust (or
Trustee) shall take all appropriate action that is the duty of the Trust to
take pursuant to such documents, including, without limitation, such of the
foregoing as are required with respect to the following matters (references in
this section are to sections of the Indenture):




     (i) (A) the preparation of or the obtaining of the documents and
instruments required for authentication of the Notes and (B) the delivery
of the same to the Indenture Trustee (Sections 2.2, 2.3 and 2.5);




     (ii) (A) the duty to cause the Note Register to be kept, (B) the
appointment of a successor Note Registrar, (C) the notification to the
Indenture Trustee of any appointment of a new Note Registrar or the Note
Registrar’s change in location, (D) the preparation of a new Note upon
the surrender of a Note for transfer and (E) the appointment of a
co-transfer agent if any Series of Notes is listed on the Luxembourg
Stock Exchange (Section 2.4);




     (iii) the notification to the Indenture Trustee of the date on which
the Trust expects that the final installment of principal of and interest
on the Notes will be paid (Section 2.7);




     (iv) (A) the notification to the Indenture Trustee and each Rating
Agency of a New Issuance and (B) the delivery of any Indenture
Supplement, Series Enhancement and Tax Opinion to the Indenture Trustee
(Section 2.8);




     (v) the delivery of any Notes to the Indenture Trustee for
cancellation (Section 2.9);




     (vi) the communication with any Clearing Agency (Section 2.10 and
2.11);




     (vii) (A) the appointment of a successor Clearing Agency and (B) the
notification to the Indenture Trustee that the Clearing Agency is no
longer willing or able to discharge its responsibilities under the Note
Depository Agreement and that the Trust is unable to locate a successor
Clearing Agency (Section 2.12);


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     (viii) the notification to the Indenture Trustee thirty (30) days
prior to of any change in the location of the Trust’s offices or its
jurisdiction of organization (Section 3.2);




     (ix) the duty to cause each Paying Agent to comply with its
obligations under the Indenture (Section 3.3);




     (x) the duty to cause the Trust to (A) keep in full effect its
existence, rights and franchises as a Delaware statutory trust and (B)
observe and comply in all material respects with (I) all laws applicable
to the Trust (II) all requisite and appropriate organizational and other
formalities in the management of the Trust’s business and affairs and
(III) conduct the transactions contemplated thereby (Section 3.4);




     (xi) the duty to cause the preparation and delivery of all
supplements and amendments to the Indenture in accordance with Section
3.5 of the Indenture (Section 3.5);




     (xii) the delivery of an Opinion of Counsel to the Indenture Trustee
under Section 3.6 of the Indenture (Section 3.6);




     (xiii) the duty to cause the Trust (A) to punctually perform and
observe its obligations and agreements under the Related Documents,
including filing or causing to be filed all UCC financing statements and
continuation statements pursuant to the Related Documents, (B) to enforce
the obligations of the Master Servicer under the Servicing Agreement (C)
to perform the reasonable actions necessary to remedy any Servicer
Default, (D) to deliver a notice to the Master Servicer of any Servicer
Default as required under Section 3.7(d) of the Indenture, (E) to
exercise its rights to terminate the Master Servicer, (F) to obtain the
consent of the Noteholders upon a voluntary dismissal of the Master
Servicer, (G) to appoint a Successor Servicer, (H) to notify the
Indenture Trustee upon any termination of the Master Servicer’s rights
and powers under the Servicing Agreement and each appointment of a
Successor Servicer, (I) to provide, or to cause the Master Servicer to
provide, the Trustee access to any documents regarding the Accounts and
the Transferred Receivables and (J) to provide notice to the Rating
Agencies of a merger or consolidation of the Master Servicer or an
Originator (Section 3.7);




     (xiv) to contest or to pay all taxes on behalf of the Trust when due
and payable (Section 3.8);




     (xv) the delivery of an Officer’s Certificate to the Indenture
Trustee under Section 3.9 of the Indenture (Section 3.9);




     (xvi) the delivery of an Officer’s Certificate, Opinion of Counsel
and Officer’s Certificate to the Indenture Trustee under Sections 3.10,
4.1, 9.1(b) and 10.1 of the Indenture (Sections 3.10, 4.1, 9.1(b) and
10.1) or as may otherwise be required pursuant to the Indenture;




     (xvii) the notification to the Indenture Trustee and the Rating
Agencies of each Early Amortization Event, Event of Default and Servicer
Default and (B) the delivery of



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an Officer’s Certificate to the Indenture Trustee required under
Section 3.12 of the Indenture (Section 3.12);




     (xviii) (A) the preparation of and the delivery of any further
instruments and (B) the performance of any further acts as may be
reasonably necessary to carry out the provisions of the Indenture
(Section 3.13);




     (xix) the duty to cause the Trust to take all such lawful actions to
compel or secure the performance and observance by the Master Servicer or
the Transferor of their obligations to the Trust (Section 5.15);




     (xx) the delivery, or the duty to cause the Master Servicer to
deliver, to each Noteholder such information as may be required to enable
such Noteholder to prepare any income tax returns (Section 6.6);




     (xxi) (A) the removal of the Indenture Trustee and (B) the
appointment of a successor Indenture Trustee in accordance with Section
6.8 of the Indenture (Section 6.8);




     (xxii) the notification to the Indenture Trustee in writing if any
of the Notes become listed on any stock exchange or market trading system
(Section 6.14);




     (xxiii) (A) the duty to cause the Paying Agent (other than the
Indenture Trustee) to pay the Indenture Trustee any sums held in trust by
such Paying Agent with respect to the Notes and (B) the appointment of
each Paying Agent (Section 6.16);




     (xxiv) the duty to furnish to the Indenture Trustee a list of
Noteholders as required pursuant to Section 7.1 of the Indenture (Section
7.1);




     (xxv) (A) the filing with the Indenture Trustee of copies of reports
or documents required pursuant to the Securities Exchange Act and the
Commission, (B) the delivery of the summaries of any information required
to be filed with the Commission to the Indenture Trustee and (C) the
notification to the Indenture Trustee of any change in the Trust’s fiscal
year (Section 7.3);




     (xxvi) (A) the delivery of an Officer’s Certificate to the Indenture
Trustee and (B) the preparation and the delivery any Supplemental
Indentures (Sections 9.1 and 9.2);




     (xxvii) (A) the preparation and the delivery of any agreement
entered into with a Noteholder pursuant to Section 10.6 of the Indenture
and (B) the delivery of a copy of such agreement to the Indenture Trustee
(Section 10.6);




     (xxviii) the filing of all appropriate financing statements (Section
2.15); and




     (xxix) the duties of the Trust pursuant to any Indenture Supplement.



     (d) Duties with Respect to Sale of Notes. The Administrator, on behalf of
the Trust, shall perform the administrative duties of the Trust under any note
purchase agreement, loan



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agreement or underwriting agreement entered into in connection with the
issuance of any Notes. The Administrator, on behalf of the Trust, shall
monitor the performance of the Trust and shall advise the Trust when action is
necessary to comply with the Trust’s duties under any note purchase agreement,
loan agreement or underwriting agreement. The Administrator, on behalf of the
Trust, shall prepare for execution by the Trust or shall cause the preparation
by other appropriate Persons of all such documents, reports, filings,
instruments, certificates and opinions as it shall be the duty of the Trust (or
Trustee) to prepare, file or deliver pursuant any note purchase agreement, loan
agreement or underwriting agreement. In furtherance of the foregoing, the
Administrator, on behalf of the Trust (or Trustee) shall take all appropriate
action that is the duty of the Trust to take pursuant to such documents.



     (e) Duties with Respect to the Trust.




     (i) The Administrator shall perform such calculations, and shall
prepare for execution by the Trust (or the Trustee, on behalf of the
Trust) or shall cause the preparation by other appropriate Persons, of
all such documents, reports, filings, instruments, certificates and
opinions, as it shall be the duty of the Trust (or the Trustee, on behalf
of the Trust), to perform, prepare, file or deliver pursuant to the
Related Documents. At the request of the Trust, the Administrator shall
take all appropriate action that it is the duty of the Trust (or the
Trustee, on behalf of the Trust), to take pursuant to the Related
Documents. Subject to Section 5, and in accordance with the directions
of the Trust (or the Trustee, on behalf of the Trust), the Administrator,
on behalf of the Trust, shall administer, perform or supervise the
performance of such other activities permitted by the Related Documents
as are not covered by any of the foregoing and as are expressly requested
by the Trust (or the Trustee, on behalf of the Trust), and are reasonably
within the capability of the Administrator.




     (ii) The Administrator, on behalf of the Trust, shall perform the
duties specified in Section 9.2 of the Trust Agreement required to be
performed in connection with the resignation or removal of the Trustee,
and any other duties expressly required to be performed by the
Administrator under the Trust Agreement.




     (iii) In carrying out the foregoing duties or any of its other
obligations under this Agreement or the other Related Documents, the
Administrator may enter into transactions with or otherwise deal with any
of its Affiliates; provided, however, that the terms of any such
transactions or dealings shall be in accordance with any directions
received from the Trust and shall be, in the Administrator’s opinion, no
less favorable to the Trust than would be available from unaffiliated
parties.




     (iv) The Administrator hereby agrees to execute on behalf of the
Trust all such documents, reports, filings, instruments, certificates and
opinions as it shall be the duty of the Trust to prepare, file or deliver
pursuant to the Related Documents or otherwise by law.




     (v) The Administrator hereby agrees to provide any notice required
pursuant to Section 10.2 of the Trust Agreement.


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     (f) Non-Ministerial Matters.




     (i) With respect to matters that in the reasonable judgment of the
Administrator are non-ministerial, the Administrator shall not take any
action unless within a reasonable time before the taking of such action
the Administrator shall have notified the Trustee or the Trust, as
applicable, of the proposed action and the Trustee or the Trust, as
applicable, shall have consented or provided an alternative direction.
For the purpose of the preceding sentence, “non-ministerial matters”
shall include, without limitation:




     (A) the initiation of any claim or lawsuit by the Trust and
the compromise of any action, claim or lawsuit brought by or
against the Trust (other than in connection with the collection of
the Transferred Receivables);




     (B) the amendment, change, supplement or modification of the
Related Documents other than an Indenture Supplement and other than
an Assignment or Reassignment pursuant to the Second Tier
Agreement; and




     (C) the appointment of successor Note Registrars, successor
Paying Agents and successor Indenture Trustees pursuant to the
Indenture or the appointment of successor Administrators or
successor Servicers, or the consent to the assignment by the Note
Registrar, Paying Agent or Indenture Trustee of its obligations
under the Indenture.




     (ii) Notwithstanding anything to the contrary in this Agreement, the
Administrator shall not be obligated to, and shall not take any other
action that the Trust directs the Administrator not to take on its
behalf.



     (g) Administrator Not Assuming Duties of Master Servicer. For avoidance
of doubt, the Administrator is not responsible for taking any actions that are
the duty of the Master Servicer pursuant to the Servicing Agreement.



     2. Records. The Administrator shall maintain appropriate books of account
and records relating to services performed hereunder, which books of account
and records shall be accessible for inspection by the Trust or its designees,
at any time during normal business hours.



     3. Compensation. As compensation for the performance of the
Administrator’s obligations under this Agreement and as reimbursement for its
expenses related thereto, the Administrator shall be entitled to five hundred
dollars ($500) per month payable in arrears on each Payment Date which payment
shall be solely an obligation of the Trust.



     4. Additional Information to be Furnished to the Trust. The Administrator
shall furnish to the Trust from time to time such additional information
regarding the Collateral as the Trust shall reasonably request.



     5. Independence of the Administrator. For all purposes of this Agreement,
the Administrator shall be an independent contractor and shall not be subject
to the supervision of the Trust or Trustee with respect to the manner in which
it accomplishes the performance of its



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obligations hereunder. Unless expressly authorized by the Trust, the
Administrator shall have no authority to act for or represent the Trust in any
way (other than as permitted hereunder) and shall not otherwise be deemed an
agent of the Trust.



     6. No Joint Venture. Nothing contained in this Agreement: (i) shall
constitute the Administrator and the Trust as members of any partnership, joint
venture, association, syndicate, unincorporated business or other separate
entity, (ii) shall be construed to impose any liability as such on any of them
or (iii) shall be deemed to confer on any of them any express, implied or
apparent authority to incur any obligation or liability on behalf of the
others.



     7. Other Activities of the Administrator. Nothing herein shall prevent
the Administrator or its Affiliates from engaging in other businesses or, in
their sole discretion, from acting in a similar capacity as an administrator
for any other Person even though such Person may engage in business activities
similar to those of the Trust.



     8. Term of Agreement; Resignation and Removal of the Administrator.



     (a) This Agreement shall continue in force until the dissolution of the
Trust, upon which event this Agreement shall automatically terminate.



     (b) Subject to Section 8(g), the Administrator may resign its duties
hereunder by providing the Trust and the Master Servicer with at least sixty
(60) days’ prior written notice.



     (c) Subject to Section 8(e), the Trust may remove the Administrator
without cause by providing the Administrator and the Master Servicer with at
least sixty (60) days’ prior written notice.



     (d) Subject to Section 8(e), at the sole option of the Trust, the
Administrator may be removed immediately upon written notice of termination
from the Trust to the Administrator and the Transferor if any of the following
events shall occur:




     (i) the Administrator shall default in the performance of any of its
duties under this Agreement and, after notice of such default, shall not
cure such default within ten (10) days (or, if such default cannot be
cured in such time, shall not give within ten (10) days such assurance of
cure as shall be reasonably satisfactory to the Trust);




     (ii) a court having jurisdiction in the premises shall enter a
decree or order for relief, and such decree or order shall not have been
vacated within sixty (60) days, in respect of the Administrator in any
involuntary case under any applicable bankruptcy, insolvency or other
similar law now or hereafter in effect or appoint a receiver, liquidator,
assignee, custodian, trustee, sequestrator or similar official for the
Administrator or any substantial part of its property or order the
winding-up or liquidation of its affairs; or




     (iii) the Administrator shall commence a voluntary case under any
applicable bankruptcy, insolvency or other similar law now or hereafter
in effect, shall consent to the entry of an order for relief in an
involuntary case under any such law, or shall consent to the appointment
of a receiver, liquidator, assignee, trustee, custodian, sequestrator or
similar official for the Administrator or any substantial part of its
property, shall consent


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to the taking of possession by any such official of any substantial
part of its property, shall make any general assignment for the benefit
of creditors or shall fail generally to pay its debts as they become due.



     The Administrator agrees that if any of the events specified in clauses
(ii) or (iii) of this subsection shall occur, it shall give written notice
thereof to the Trust, the Master Servicer and the Indenture Trustee within
seven (7) days after the happening of such event.



     (e) Upon the Administrator’s receipt of notice of termination, pursuant to
Section 8(c) or 8(d), or the Administrator’s resignation in accordance with
this Agreement, the predecessor Administrator shall continue to perform its
functions as Administrator under this Agreement, in the case of termination,
only until the date specified in such termination notice or, if no such date is
specified in a notice of termination, until receipt of such notice and, in the
case of resignation, until the later of: (x) the date that is forty-five (45)
days from the delivery to the Trust, the Indenture Trustee and the Master
Servicer of written notice of such resignation (or written confirmation of such
notice) in accordance with this Agreement and (y) the date upon which the
predecessor Administrator shall become unable to act as Administrator, as
specified in the notice of resignation and accompanying Opinion of Counsel. In
the event of the Administrator’s termination hereunder, the Trust shall appoint
a successor Administrator, and the successor Administrator shall accept its
appointment by a written assumption. No resignation or removal of the
Administrator pursuant to this Section shall be effective until: (i) a
successor Administrator shall have been appointed by the Trust and (ii) such
successor Administrator shall have agreed in writing to be bound by the terms
of this Agreement in the same manner as the Administrator is bound hereunder.



     (f) Upon appointment, the successor Administrator shall be the successor
in all respects to the predecessor Administrator and shall be subject to all
the responsibilities, duties and liabilities arising thereafter relating
thereto placed on the predecessor Administrator and shall be entitled to the
compensation specified in Section 3 and all the rights granted to the
predecessor Administrator by the terms and provisions of this Agreement.



     (g) The appointment of any successor Administrator shall be effective only
after satisfaction of the Rating Agency Condition with respect to the proposed
appointment.



     (h) The Administrator or the Trust, as the case may be, shall provide to
the Indenture Trustee a copy of all notices required to be delivered under this
Section 8.



     9. Action upon Termination, Resignation or Removal. Promptly upon the
effective date of termination of this Agreement pursuant to Section 8(a), or
the resignation or removal of the Administrator pursuant to Section 8(b) or
8(c), respectively, the Administrator shall be entitled to be paid all fees and
reimbursable expenses accruing to it to the date of such termination,
resignation or removal. The Administrator shall forthwith upon such
termination pursuant to Section 8(a) deliver to the Trust all property and
documents of or relating to the Collateral then in the custody of the
Administrator. In the event of the resignation or removal of the Administrator
pursuant to Section 8(b) or 8(c), respectively, the Administrator shall
cooperate with the Trust and the Indenture Trustee and take all reasonable
steps requested to


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assist the Trust and the Indenture Trustee in making an orderly transfer
of the duties of the Administrator to the successor Administrator.



     10. Notices. Any notice, report or other communication given hereunder
shall be in writing and addressed as follows:



     (a) if to the Trust, to:



	 	 	 
	

	 	GE Dealer Floorplan Master Note Trust
	

	 	c/o The Bank of New York (Delaware), as Trustee
	

	 	101 Barclay Street, Floor 8 West (ABS Unit)
	

	 	New York, NY 10286
	

	 	Attn: Antonio Vayas
	

	 	Telephone: (212) 815-8322
	

	 	Telecopy: (212) 815-2493 or 3883







     (b) if to the Administrator, 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







     (c) if to the Indenture Trustee, to:



	 	 	 
	

	 	Wilmington Trust Company
	

	 	1100 North Market Street
	

	 	Wilmington, DE 19890
	

	 	Attn: Corporate Trust Administration/Erwin Soriano
	

	 	Telephone: 302-636-6392
	

	 	Telecopy: 302-636-4140
	 
	 	 
	

	 	with a copy to:
	 
	 	 
	

	 	Deutsche Bank Trust Company Americas
	

	 	Structured Finance Services
	

	 	Trust & Security Services,
	

	 	60 Wall Street
	

	 	MS NYC 60-2606
	

	 	New York, NY 10005
	

	 	Telephone: 212-250-4855
	

	 	Telecopy: 212-797-8606







or to such other address as any party shall have provided to the other parties
in writing. Any notice required to be in writing hereunder shall be deemed
given if such notice is mailed by certified mail, postage prepaid, or
hand-delivered to the address of such party as provided above.



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     11. Amendments. This Agreement may be amended from time to time by a
written amendment duly executed and delivered by the Trust and the
Administrator. Promptly after the execution of any such amendment, the
Administrator shall furnish written notification of the substance of such
amendment or consent to the Holder of the Transferor Certificate and each of
the Rating Agencies.



     12. Successors and Assigns. This Agreement may not be assigned by the
Administrator unless such assignment is previously consented to in writing by
the Trust and subject to the satisfaction of the Rating Agency Condition in
respect thereof. An assignment with such consent and satisfaction, if accepted
by the assignee, shall bind the assignee hereunder in the same manner as the
Administrator is bound hereunder. Notwithstanding the foregoing, this Agreement
may be assigned by the Administrator without the consent of the Trust to a
corporation or other organization that is a successor (by merger, consolidation
or purchase of assets) to the Administrator, provided, that such successor
organization executes and delivers to the Trust, an agreement in which such
corporation or other organization agrees to be bound hereunder by the terms of
said assignment in the same manner as the Administrator is bound hereunder.
Subject to the foregoing, this Agreement shall bind any successors or assigns
of the parties hereto.



     13. 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 SECTION 5-1401(1) OF THE GENERAL
OBLIGATIONS LAW, BUT WITHOUT REGARD TO ANY OTHER CONFLICT OF LAWS 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; PROVIDED, FURTHER, THAT NOTHING IN
THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE THE TRUSTEE FROM BRINGING
SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION, OR TO ENFORCE A
JUDGMENT OR OTHER COURT ORDER IN FAVOR OF THE TRUSTEE. 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


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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 10 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.



     14. Other Interpretive Matters. All terms defined directly or by
incorporation in this Agreement shall have the defined meanings when used in
any document delivered pursuant hereto unless otherwise defined therein. For
purposes of this Agreement, unless the context otherwise requires: (a)
accounting terms not otherwise defined herein and accounting terms partly
defined herein to the extent not defined, shall have the respective meanings
given to them under generally accepted accounting principles; (b) unless
otherwise provided, references to any month, quarter or year refer to a
calendar month, quarter or year; (c) references to any amount as on deposit or
outstanding on any particular date means such amount at the close of business
on such day; (d) the words “hereof,” “herein” and “hereunder” and words of
similar import refer to this Agreement as a whole and not to any particular
provision of this Agreement; (e) references to any section, schedule or exhibit
are references to sections, schedules and exhibits in or to this Agreement, 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; (f) the term “including” means
“including without limitation”; (g) 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; (h) references to any agreement refer to that
agreement as from time to time amended, restated or supplemented or as the
terms of such


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agreement are waived or modified in accordance with its terms; and (i)
references to any Person include that Person’s successors and assigns.



     15. Headings. The section headings hereof have been inserted for
convenience of reference only and shall not be construed to affect the meaning,
construction or effect of this Agreement.



     16. Counterparts. This Agreement may be executed in counterparts, all of
which when so executed shall together constitute but one and the same
agreement.



     17. 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.



     18. Not Applicable to General Electric Capital Corporation in Other
Capacities. Nothing in this Agreement shall affect any obligation General
Electric Capital Corporation may have in any other capacity.



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



     20. Indemnification. The Administrator shall indemnify the Trust (and its
officers, directors, employees, trustees, and agents) (the “Indemnified
Parties”) for, and hold them harmless against, any losses, liability or
expense, including attorneys’ fees reasonably incurred by them (all of the
foregoing being collectively referred to as “Indemnified Amounts”), incurred
without negligence or willful misconduct on their part, arising out of or in
connection with: (i) actions taken by either of them pursuant to instructions
given by the Administrator pursuant to this Agreement or (ii) the failure of
the Administrator to perform its obligations hereunder. The indemnities
contained in this Section shall survive the termination of this Agreement and
the resignation or removal of the Administrator or the Trust.



     In the event any proceeding (including any governmental investigation)
shall be instituted involving any Indemnified Party pursuant to the preceding
paragraph, such Person shall promptly notify the Administrator in writing, and
the Administrator shall have the option to assume the defense thereof,
including the retention of counsel reasonably satisfactory to such Indemnified
Party to represent such Indemnified Party in such proceeding and shall pay the
reasonable fees and disbursements of such counsel related to such proceeding
upon delivery to the Administrator of demand therefor. In any such proceeding,
any Indemnified Party shall have


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the right to retain its own counsel, but the fees and expenses of such
counsel shall be at the expense of such Indemnified Party unless (i) the
Administrator has failed to assume the defense thereof, (ii) the Administrator
and the Indemnified Party shall have mutually agreed to the retention of such
counsel or (iii) the named parties to any such proceeding (including any
impleaded parties) include both the Administrator and the Indemnified Party and
representation of both parties by the same counsel would be inappropriate due
to actual or potential differing interests between them. It is understood that
the Administrator shall not, in connection with any proceeding or related
proceedings in the same jurisdiction, be liable for the fees and expenses of
more than one separate firm (in addition to any local counsel) for all such
Indemnified Parties. The Administrator shall not be liable for any settlement
of any proceeding effected without its written consent, but if settled with
such consent or if there be a final judgment for the plaintiff, the
Administrator agrees to indemnify the Indemnified Party from and against any
loss or liability by reason of such settlement or judgment for which the
Administrator is liable pursuant to this Section. The Administrator shall not,
without the prior written consent of the Indemnified Party, effect any
settlement of any pending or threatened proceeding in respect of which such
Indemnified Party is or could have been a party and indemnity could have been
sought hereunder by such Indemnified Party, unless such settlement includes an
unconditional release of such Indemnified Party from all liability on claims
that are the subject matter of such proceeding.



     21. No Proceedings. From and after the Closing Date and until the date
one year plus one day following the date on which the Outstanding Balance of
all Transferred Receivables have been reduced to zero, the Administrator shall
not, directly or indirectly, institute or cause to be instituted against the
Trust any proceeding of the type referred to in the definition of “Insolvency
Event.”



[Signatures Follow]



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     IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed and delivered as of the day and year first above written.



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

	 	 	 	 	 	By:
	 	/s/ Kristine K. Gullo	 	 
	

	 	 	 	 	 	 	 	Name: Kristine K. Gullo	 	 
	

	 	 	 	 	 	 	 	Title: Asst. Vice President	 	 






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	 	GENERAL ELECTRIC CAPITAL

 CORPORATION, as Administrator
	 
	 	 
	

	 	By: /s/ Mark Hutchinson
	

	 	Name: Mark Hutchinson
	

	 	Title: Vice President





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	 	 	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






Administration Agreement




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