exv4w5






Exhibit 4.5




EXECUTION COPY




FIRST AMENDMENT TO AMENDED AND RESTATED SUB-SERVICING AGREEMENT




     This FIRST AMENDMENT TO AMENDED AND RESTATED SUB-SERVICING AGREEMENT dated as December 6, 2010
(this “Amendment”), is entered into by and among (i) GENERAL ELECTRIC CAPITAL CORPORATION,
a Delaware corporation, as master servicer (the “Master Servicer”) and (ii) GE COMMERCIAL
DISTRIBUTION FINANCE CORPORATION, a Delaware Corporation, as sub-servicer (the
“Sub-Servicer”).



BACKGROUND




     1. The Master Servicer and the Sub-Servicer are parties to the Amended and Restated
Sub-Servicing Agreement, dated as of August 10, 2006 (the “Sub-Servicing Agreement”).



     2. The Master Servicer and the Sub-Servicer desire to amend the Sub-Servicing Agreement as
set forth herein.



AMENDMENTS




     The parties hereto agree as follows:



     SECTION 1. Definitions. As used herein, terms that are defined herein shall have the
meanings as so defined, and terms not so defined shall have the meanings as set forth in (or by
reference in) the Sub-Servicing Agreement as amended hereby.



     SECTION 2. Amendment to the Sub-Servicing Agreement.



     (a) Section 2.1 of the Sub-Servicing Agreement is hereby amended by deleting the
words “other than GE Capital” where they appear in such Section.



     (b) Section 2.2 of the Sub-Servicing Agreement is amended by adding the following
proviso at the end of the first sentence of Section 2.2:




     “; provided that with respect to the Sub-Serviced Assets originated by GE Capital, the
Sub-Servicer shall only be obligated to perform such servicing duties as shall be requested
by the Master Servicer from time to time.”



     SECTION 3. Effectiveness. This Amendment shall become effective, as of the date first
set forth above, when counterparts hereof shall have been executed and delivered by the parties
hereto, and thereafter shall be binding on the parties hereto and their respective successors and
assigns.



     SECTION 4. Binding Effect; Ratification. (a) On and after the execution and
delivery hereof, (i) this Amendment shall be a part of the Sub-Servicing Agreement and (ii) each
reference in the Sub-Servicing Agreement to “this Agreement”, “hereof”,



 









 




“hereunder” or words of
like import, and each reference in any other Related Document to the Sub-Servicing Agreement, shall
mean and be a reference to such Sub-Servicing Agreement as amended hereby.




     (b) Except as expressly amended hereby, the Sub-Servicing Agreement shall remain in full
force and effect and is hereby ratified and confirmed by the parties hereto.



     SECTION 5. Governing Law; Miscellaneous. (a) THIS AMENDMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO PRINCIPLES OF
CONFLICTS OF LAW.



     (b) Headings used herein are for convenience of reference only and shall not affect the
meaning of this Amendment.



     (c) This Amendment may be executed in any number of counterparts, and by the parties hereto on
separate counterparts, each of which shall be an original and all of which taken together shall
constitute one and the same agreement. Executed counterparts may be delivered electronically.



     (d) Executed counterparts of this Amendment may be delivered electronically.



2









 





     IN WITNESS WHEREOF, the parties have executed this Amendment by their respective officers
thereunto duly authorized as of the date first above written.



	 	 	 	 	 
	 	


GENERAL ELECTRIC CAPITAL CORPORATION

 	 
	 	By:  	/s/ Thomas A. Davidson
 	 
	 	 	Name:  	Thomas A. Davidson 	 
	 	 	Title:  	Attorney-in-Fact 	 
	 	


GE COMMERCIAL DISTRIBUTION FINANCE CORPORATION

 	 
	 	By:  	/s/ John E. Peak
 	 
	 	 	Name:  	John E. Peak 	 
	 	 	Title:  	Vice President 	 




S-1