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ADMINISTRATION AGREEMENT

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ADMINISTRATION AGREEMENT | Document Parties: GE DEALER FLOORPLAN MASTER NOTE TRUST, | GENERAL ELECTRIC CAPITAL CORPORATION | THE BANK OF NEW YORK You are currently viewing:
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GE DEALER FLOORPLAN MASTER NOTE TRUST, | GENERAL ELECTRIC CAPITAL CORPORATION | THE BANK OF NEW YORK

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Title: ADMINISTRATION AGREEMENT
Governing Law: New York     Date: 8/19/2004

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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);

Administration Agreement

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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);

Administration Agreement

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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

Administration Agreement

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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

Administration Agreement

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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 t


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