ADMINISTRATION AGREEMENT Between GE SALES FINANCE MASTER TRUST, as Trust and GE CAPITAL RETAIL BANK, as Administrator Dated as of February 29, 2012

Exhibit 10.71

EXECUTION VERSION

ADMINISTRATION AGREEMENT

Between

GE SALES FINANCE MASTER TRUST,

as Trust

and

GE CAPITAL RETAIL BANK,

as Administrator

Dated as of February 29, 2012

TABLE OF CONTENTS

				Page
SECTION 1.		DUTIES OF THE ADMINISTRATOR			1
SECTION 2.		RECORDS			7
SECTION 3.		COMPENSATION			7
SECTION 4.		ADDITIONAL INFORMATION TO BE FURNISHED TO THE TRUST			7
SECTION 5.		INDEPENDENCE OF THE ADMINISTRATOR			7
SECTION 6.		NO JOINT VENTURE			7
SECTION 7.		OTHER ACTIVITIES OF THE ADMINISTRATOR			8
SECTION 8.		TERM OF AGREEMENT; RESIGNATION AND REMOVAL OF THE ADMINISTRATOR			8
SECTION 9.		ACTION UPON TERMINATION, RESIGNATION OR REMOVAL			9
SECTION 10.		NOTICES			9
SECTION 11.		AMENDMENTS			10
SECTION 12.		SUCCESSORS AND ASSIGNS			10
SECTION 13.		GOVERNING LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL			11
SECTION 14.		OTHER INTERPRETIVE MATTERS			12
SECTION 15.		COUNTERPARTS			12
SECTION 16.		SEVERABILITY			12
SECTION 17.		NOT APPLICABLE TO GENERAL ELECTRIC CAPITAL CORPORATION IN OTHER CAPACITIES			13
SECTION 18.		LIMITATION OF LIABILITY OF THE TRUSTEE			13
SECTION 19.		INDEMNIFICATION			13
SECTION 20.		NO PROCEEDINGS			14

i

ADMINISTRATION AGREEMENT, dated as of February 29, 2012, between GE SALES FINANCE MASTER TRUST, a Delaware statutory trust (the “Trust”) and GE CAPITAL RETAIL BANK, a federal savings bank organized under the laws of the United States, as administrator (the “Administrator”).

RECITALS

WHEREAS, the Trust has entered into a Master Indenture, dated as of the date hereof (as amended and supplemented by any Indenture Supplement, or otherwise, from time to time in accordance with the provision thereof, the “Indenture”), between the Trust and Deutsche Bank Trust Company Americas, 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 Interest (as defined in the Trust Agreement) and transactions related thereto, including (i) the Transfer Agreement, (ii) the Servicing Agreement, (iii) the Trust Agreement and (iv) the Indenture (collectively, the “Related Documents”);

WHEREAS, pursuant to the Related Documents, the Trust is 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 Interest ;

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

WHEREAS, the Administrator has the capacity to provide the services required hereby and is willing to perform such services for the Trust 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:

SECTION 1. Duties of the Administrator.

(a) Duties with Respect to the Transfer Agreement. The Administrator, on behalf of the Trust, shall perform the administrative duties of the Trust under the Transfer 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 Transfer 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 to prepare, file or deliver pursuant to the Transfer 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 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 Transfer Agreement):

(i) the duty to maintain possession of the Account Schedules delivered pursuant to the Transfer Agreement (Section 2.2);

Administration Agreement

(ii) the duty to cause the payment of the Purchase Price for each Purchase Date (Section 2.4);

(iii) (A) the preparation and the execution of any Reassignment or any other documents and instruments of transfer (Section 2.7) and (B) the duty to take such actions as requested by the Transferor to effect the conveyance of the Transferred Interests and other Transferred Assets (Section 2.6);

(iv) (A) the notification to the Transferor of any breach in representation or warranty of the Transferor under the Transfer Agreement or (B) the acceptance of a reassignment of the Transferred Interests if such breach is not cured as provided in Section 6.1 of the Transfer Agreement (Section 6.1);

(v) the duty to comply with the FDIC Rule and FDIC Rule Interpretations (each as defined in the Transfer Agreement) and the obligations of the Trust in Schedule 6.4 to the Transfer Agreement (Section 6.4); and

(vi) (A) the duty to consult with the Transferor to determine whether the Trust’s consent to any reduction of periodic finance charges or other fees would violate the Trust’s covenants contained in the Indenture or any Supplement thereto and (B) the duty to prepare, execute and deliver any notices of objection to a proposed reduction upon determination that a violation would occur (Section 6.3(b)).

(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 shall prepare and execute 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 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 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) (A) the notification to the Servicer prior to any designation of (I) additional or removed Accounts, (II) any additional Originator and (III) any discount percentage and (B) the duty to provide the Servicer a copy of the related Program Agreements with respect to Additional Accounts (Section 2.2);

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

(iii) (A) the notification to the 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 Servicer to effect the conveyance of the Transferred Interests to the Servicer (Section 2.6);

(iv) the delivery of a Servicer Termination Notice to the 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 and any Indenture Supplement. 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 and any Indenture Supplement. The Administrator shall prepare and execute 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 to prepare, file or deliver pursuant to the Indenture and any Indenture Supplement. In furtherance of the foregoing, the Administrator, on behalf of the Trust 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 Registrar 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 appoint 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 of a New Issuance and (B) the delivery of any Indenture Supplement, Series Enhancement Agreement and Tax Opinion to the Indenture Trustee (Section 2.8);

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

(vi) the communication with any Clearing Agency (Sections 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);

(viii) the notification to the Indenture Trustee 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 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 3.3);

(x) the duty to cause the preparation and delivery of all supplements and amendments to the Indenture in accordance with Section 3.4 of the Indenture (Section 3.4);

(xi) the delivery of an Opinion of Counsel to the Indenture Trustee under Section 3.5 of the Indenture (Section 3.5);

(xii) the duty to cause the Trust (A) to enforce the obligations of the Servicer under the Servicing Agreement, the obligations of the Transferor under the Transfer Agreement and the obligations of the Paying Agent set forth in Section 6.15 of the Indenture, (B) to deliver a notice to the Servicer of any Servicer Default as required under Section 3.6(c) of the Indenture, (C) to exercise its rights to terminate the Servicer, (D) to obtain the consent of the Noteholders upon a voluntary dismissal of the Servicer, (E) to appoint a Successor Servicer, (F) to notify the Indenture Trustee upon any termination of the Servicer’s rights and powers under the Servicing Agreement and each appointment of a Successor Servicer and (G) to provide, or to cause the Servicer to provide, the Indenture Trustee access to any documents regarding the Accounts and the Transferred Interests (Section 3.6);

(xiii) to contest or to pay all taxes on behalf of the Trust when due and payable and to deliver such information to the Noteholders to enable the Noteholders to prepare their income taxes (Section 3.7);

(xiv) the delivery of an Opinion of Counsel and/or Officer’s Certificate to the Indenture Trustee under Sections 3.8, 4.1, 9.1 and 10.1 of the Indenture (Sections 3.8, 4.1, 9.1 and 10.1) or as may otherwise be required pursuant to the Indenture;

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(xv) the notification to the Indenture Trustee of each Early Amortization Event, Event of Default and Servicer Default required under Section 3.10 of the Indenture (Section 3.10);

(xvi) (A) the preparation of and the delivery of any further instruments and (B) to perform any further acts as may be reasonably necessary to carry out the provisions of the Indenture (Section 3.11);

(xvii) (A) the removal of the Indenture Trustee and (B) the appointment of a successor Indenture Trustee in accordance with Section 6.7 of the Indenture (Section 6.7);

(xviii) the notification to the Indenture Trustee in writing if any of the Notes become listed on any stock exchange or market trading system (Section 6.13);

(xix) (A) the duty to cause the Paying Agent (other that 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 6.15);

(xx) 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);

(xxi) (A) the filing with the Indenture Trustee and the Commission 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);

(xxii) the duty to determine the aggregate Principal Shortfalls for any Series and to instruct the Indenture Trustee regarding withdrawals from the Excess Funding Account and the allocation of such withdrawn amounts (Section 8.2);

(xxiii) the preparation and the delivery any Supplemental Indentures (Sections 9.1 and 9.2);

(xxiv) (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);

(xxv) the filing of all appropriate financing statements; and

(xxvi) the duty to make available to investors, information described in clause (c) of Schedule II of the Indenture and to take any actions required of the Trust pursuant to Section 11.3 of the Indenture (Sections 11.2 and 11.3).

5 Administration Agreement

(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 agreement or underwriting 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 any note purchase agreement, loan agreement or underwriting agreement. The Administrator shall prepare and execute 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 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 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 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, 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, to take pursuant to the Related Documents. Subject to Section 5 of this Agreement, and in accordance with the directions 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, and are reasonably within the capability of the Administrator.

(i) 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 (as defined in the Trust Agreement), and any other duties expressly required to be performed by the Administrator under the Trust Agreement.

(ii) In carrying out the foregoing duties or any of its other obligations under this Agreement, 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.

(iii) 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.

(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 Trust of the proposed action and the Trust 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 Interests);

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(B) the amendment, change, supplement or modification of the Related Documents other than an Indenture Supplement; 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.

SECTION 2. Records. The Administrator shall maintain appropriate records relating to services performed hereunder, which records shall be accessible for inspection by the Trust or its designees, at any time during normal business hours upon 10 Business Days’ prior notice.

SECTION 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 $350 per month payable in arrears on each Payment Date, which payment shall be solely an obligation of the Trust.

SECTION 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.

SECTION 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 with respect to the manner in which it accomplishes the performance of its 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.

SECTION 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.

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SECTION 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.

SECTION 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) The Administrator may resign its duties hereunder by providing the Trust and the Servicer with at least 45 days’ prior written notice.

(c) Subject to Section 8(d), 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) failure on the part of Administrator duly to observe or perform in any material respect any covenants or agreements of Administrator set forth in this Agreement which has a material adverse effect on the interests of Trust, which continues unremedied for a period of 90 days after the date on which written notice of such failure requiring the same to be remedied shall have been given to Administrator by the Trust (or, if such default in performance cannot be cured in such time, shall not give within ten days such assurance of cure as shall be reasonably satisfactory to the Trust); provided that if such failure was caused by an act of God or other similar occurrence, then Administrator shall have until 150 days after the date of such failure to cure before a default in performance shall be deemed to have occurred under this Section.

(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 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 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 Servicer and the Indenture Trustee within seven days after the happening of such event.

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(d) Upon the Administrator’s receipt of notice of termination, pursuant to Section 8(c), 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 date 45 days from the delivery to the Trust and the Servicer of written notice of such resignation (or written confirmation of such notice) in accordance with this Agreement. 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.

(e) 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.

(f) 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.

SECTION 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), 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), respectively, the Administrator shall cooperate with the Trust and the Indenture Trustee and take all reasonable steps requested to assist the Trust and the Indenture Trustee in making an orderly transfer of the duties of the Administrator.

SECTION 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 Sales Finance Master Trust
x/x XXX Xxxxxx Trust of Delaware, as Trustee
000 Xxxxxxx Xxxxxx, Xxxxx 4 West (ABS Unit)
Xxx Xxxx, Xxx Xxxx 00000
Attn:		Xxxxxxx Xxxxx
Telephone:		(000) 000-0000
Telecopy:		(000) 000-0000

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with copies to:

x/x XXX Xxxxxx Trust of Delaware
000 Xxxxxxx Xxxxxx, Xxxxx 4 West (ABS Unit)
Xxx Xxxx, Xxx Xxxx, 00000
Attention:		Xxxxxxx Xxxxx
Telecopy:		(000) 000-0000
GE Capital Retail Bank, as Administrator
000 Xxxxxxxx Xxxx, Xxxxx 000
Xxxxxx, Xxxx 00000
Attention:		President
Telephone:		(000) 000-0000
Facsimile:		(000) 000-0000

(b) if to the Administrator, to:

GE Capital Retail Bank, as Administrator
000 Xxxxxxxx Xxxx, Xxxxx 000
Xxxxxx, Xxxx 00000
Attention:		President
Telephone:		(000) 000-0000
Facsimile:		(000) 000-0000

(c) if to the Indenture Trustee, to:

Deutsche Bank Trust Company Americas
00 Xxxx Xxxxxx
27th floor, Mail Stop NYC60-2720
New York, N.Y. 10005
Attn: Xxxxx Xxxx
Telephone:		(000) 000-0000
Telecopy:		(000) 000-0000

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.

SECTION 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 Interest .

SECTION 12. Successors and Assigns. This Agreement may not be assigned by the Administrator to any Person other than an Affiliate of the Administrator unless such assignment is previously consented to in writing by the Trust. An assignment with such consent and satisfaction, if accepted by the assignee, shall bind the assignee hereunder in the same manner as

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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.

SECTION 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 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; PROVIDED, FURTHER, THAT NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE THE LENDER FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO REALIZE ON THE BORROWER COLLATERAL OR ANY OTHER SECURITY FOR THE BORROWER SECURED OBLIGATIONS, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF THE LENDER. 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 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.

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(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, THE PARTIES HERETO WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, ARISING OUT OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

SECTION 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 thereto 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; and unless otherwise provided, references to any month, quarter or year refer to a fiscal month, quarter or year as determined in accordance with the GE Capital fiscal calendar; (b) unless defined in this Agreement or the context otherwise requires, capitalized terms used in this Agreement which are defined in the UCC shall have the meaning given such term in the UCC; (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 agreement are waived or modified in accordance with its terms; (i) references to any Person include that Person’s successors and assigns; (j) headings are for purposes of reference only and shall not otherwise affect the meaning or interpretation of any provision hereof; and (k) words in the singular include the plural and words in the plural include the singular.

SECTION 15. Counterparts. This Agreement may be executed in counterparts, all of which when so executed shall together constitute but one and the same agreement.

SECTION 16. 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

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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.

SECTION 17. 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.

SECTION 18. Limitation of Liability of the Trustee. It is expressly understood and agreed by the parties hereto that (a) this document is executed and delivered by BNY Mellon Trust of Delaware, not individually or personally, but solely as Trustee of the Trust, (b) each of the representations, undertakings and agreements herein made on the part of the Trust is made and intended not as a personal representation, undertaking and agreement by BNY Mellon Trust of Delaware but is made and intended for the purpose of binding only the Trust, (c) nothing herein contained shall be construed as creating any liability on BNY Mellon Trust of Delaware, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto and (d) under no circumstances shall BNY Mellon Trust of Delaware be personally liable for the payment of any indebtedness or expenses of the Trust or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Trust under this document.

SECTION 19. 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. In any such proceeding, any Indemnified Party shall have 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.

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SECTION 20. 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 Interests 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”.

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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 SALES FINANCE MASTER TRUST
By:		BNY MELLON TRUST OF DELAWARE, not in its individual capacity but solely as Trustee on behalf of the Trust
By:		/s/ Xxxxxxxx X. Xxxxx
		Name:		Xxxxxxxx X. Xxxxx
		Title:		Vice President
GENERAL CAPITAL RETAIL BANK, as Administrator
By:		/s/ Xxxxxxx Xxxxxxx
		Name:		Xxxxxxx Xxxxxxx
		Title:		SVP

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