Common use of Performance of Obligations; Servicing of Loans Clause in Contracts

Performance of Obligations; Servicing of Loans. (a) The Issuer will not take any action and will use its best efforts not to permit any action to be taken by others that would release any Person from any material covenants or obligations under any instrument or agreement included in the Collateral or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in this Indenture, the Servicing Agreement or such other instrument or agreement. (b) The Issuer will punctually perform and observe all of its obligations and agreements contained in this Indenture, the other Related Documents and in the instruments and agreements included in the Collateral, including filing or causing to be filed all UCC financing statements and continuation statements required to be filed by this Indenture and the Servicing Agreement in accordance with and within the time periods provided for herein and therein. (c) The Issuer hereby covenants and agrees that it will enforce the obligations of the Servicer under the Servicing Agreement and if a Servicer Default shall arise from the failure of the Servicer to perform any of its duties or obligations under the Servicing Agreement with respect to the Loans, the Issuer shall take all reasonable steps available to it to remedy such failure. (d) The Issuer hereby covenants and agrees that: (i) it shall promptly exercise its rights to terminate the Servicer pursuant to Section 5.1 of the Servicing Agreement upon the occurrence of a Servicer Default set forth in clause (a) of such section and (ii) prior to exercising its rights to terminate the Servicer pursuant to Section 5.1 of the Servicing Agreement upon the occurrence of a Servicer Default set forth in clause (b) of such section, obtain the consent of the Noteholders representing a majority of the Outstanding Principal Balance of the Notes. Within thirty (30) days after the giving of notice of termination to the Servicer of the Servicer’s rights and powers pursuant to Section 6.2 of the Servicing Agreement, the Issuer shall appoint a successor servicer (the “Successor Servicer”), such appointment to be reflected by a written assumption in a form acceptable to the Indenture Trustee. In the event that a Successor Servicer has not been appointed and accepted its appointment at the time when the previous Servicer ceases to act as Servicer, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer. The Indenture Trustee may resign as the Servicer by giving written notice of such resignation to the Issuer and in such event will be released from such duties and obligations, such release not to be effective until the date a Successor Servicer enters into a servicing agreement with the Issuer as provided below. Upon delivery of any such notice to the Issuer, the Issuer shall obtain a new servicer as the Successor Servicer under the Servicing Agreement. Any Successor Servicer other than the Indenture Trustee shall: (i) be an established financial institution having a net worth of not less than $50,000,000 and whose regular business includes the servicing of receivables and (ii) enter into a servicing agreement with the Issuer having substantially the same provisions as the provisions of the Servicing Agreement applicable to the Servicer. If the Indenture Trustee shall succeed to the previous Servicer’s duties as servicer of the Loans as provided herein, it shall do so in its individual capacity and not in its capacity as Indenture Trustee and, accordingly, the provisions of Article VI shall be inapplicable to the Indenture Trustee in its duties as the Successor Servicer and the servicing of the Loans. In case the Indenture Trustee becomes the Successor Servicer under the Servicing Agreement, the Indenture Trustee shall be entitled to the Servicing Fee and all funds relating to the Loans to which the Servicer would have been entitled if it had continued to act as Servicer under the Servicing Agreement (other than amounts which were due or would become due to the Servicer prior to its termination or resignation). In case the Indenture Trustee shall become the Successor Servicer under the Servicing Agreement, the Indenture Trustee shall be entitled to appoint as Servicer any one of its Affiliates; provided, that it shall be fully liable for the actions and omissions of such Affiliate in its capacity as Successor Servicer. If the Indenture Trustee shall become the Successor Servicer under the Servicing Agreement, the Indenture Trustee shall be entitled to appoint as Servicer any one of its Affiliates; provided, that it shall be fully liable for the actions and omissions of such Affiliate in its capacity as Successor Servicer. In case the Indenture Trustee becomes the Successor Servicer, it shall not be responsible for delays attributable to the Servicer's failure to deliver information, defects in the information supplied by the Servicer or other circumstances beyond its control as Successor Servicer. Upon the Indenture Trustee becoming the Successor Servicer, it shall make arrangements with the Servicer for the prompt and safe transfer of, and the Servicer shall provide to such Successor Servicer, all necessary servicing files and records, including (as deemed necessary by such Successor Servicer at such time): (i) microfiche loan documentation, (ii) servicing system tapes, (iii) Loans payment history, (iv) collections history and (v) the trial balances, as of the close of business on the day immediately preceding conversion to such Successor Servicer, reflecting all applicable information relating to the Loans. Upon the Indenture Trustee becoming the Successor Servicer, it shall have no responsibility and shall not be in default hereunder nor incur any liability for any failure, error, malfunction or any delay in carrying out any of its duties under this Indenture if any such failure or delay results from such Successor Servicer acting in accordance with information prepared or supplied by a Person other than such Successor Servicer or the failure of any such Person to prepare or provide such information. Upon the Indenture Trustee becoming the Successor Servicer, it shall have no responsibility, shall not be in default and shall incur no liability (i) for any act or failure to act by any third party, including the Servicer, or for any inaccuracy or omission in a notice or communication received by such Successor Servicer from any third party or (ii) which is due to or results from the invalidity, unenforceability of any Loan with applicable law or the breach or the inaccuracy of any representation or warranty made with respect to any Loan or its related Equipment. (e) Upon any termination of the Servicer’s rights and powers pursuant to the Servicing Agreement, the Issuer shall promptly notify the Indenture Trustee and each Rating Agency then rating the Notes. As soon as a Successor Servicer is appointed, the Issuer shall notify the Indenture Trustee of such appointment, specifying in such notice the name and address of such Successor Servicer. (f) The Issuer agrees that it will not, without the prior written consent of the Indenture Trustee (acting at the direction of the Noteholders of at least a majority of the Outstanding Principal Balance), amend, modify, waive, supplement, terminate or surrender, or agree to any amendment, modification, supplement, termination, waiver or surrender of, the terms of any Collateral (except to the extent otherwise in accordance with the Credit and Collection Policies) or the Related Documents, or waive timely performance or observance by the Purchaser under the Purchase and Sale Agreement, the applicable Seller under the Sale Agreement or the Servicer under the Servicing Agreement; provided, that, no such amendment, modification, waiver, supplement, termination or surrender of terms of the Collateral or such waiver of performance shall: (i) increase or reduce in any manner the amount of, or accelerate or delay the timing of, deposits required to be made to the Trust Accounts and payments that are required to be made from the Trust Accounts for the benefit of the Noteholders, or (ii) reduce the aforesaid percentage of the Notes that are required to consent to any such amendment, in either case without the consent of the Noteholders of all the Outstanding Notes; provided, further, that the Issuer may, without the consent of the Noteholders, amend the Related Documents, to reflect any change in General Electric Company’s fiscal calendar, so long as the Issuer provides an Officer’s Certificate to the Indenture Trustee certifying that such amendment will not adversely affect in any material respect the interests of the Noteholders. If any such amendment, modification, waiver, supplement, termination or surrender of terms of the Collateral or such waiver of performance shall be so consented to by the Indenture Trustee acting at the direction of such Noteholders, the Issuer agrees, promptly following a request by the Indenture Trustee to do so, to execute and deliver, in its own name and at its own expense, such agreements, instruments, consents and other documents to effect such amendment, modification, waiver, supplement, termination or surrender. (g) The Issuer, at its own expense, shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Servicer of its obligations to the Issuer under or in connection with the Servicing Agreement or by the Purchaser of its obligations to the Issuer under or in connection with the Purchase and Sale Agreement in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Servicing Agreement (or under or in connection with the Purchase and Sale Agreement), including the transmission of notices of default on the part of the Servicer or the Purchaser thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Servicer or the Purchaser of each of their obligations under the Servicing Agreement or the Purchase and Sale Agreement.

Performance of Obligations; Servicing of Loans. (a) The Issuer will not take any action and will use its best efforts not to permit any action to be taken by others that would release any Person from any of such Person’s material covenants or obligations under any instrument or agreement included in the Collateral or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in this Indenture, the Servicing Agreement Basic Documents or such other instrument or agreement. (b) The Issuer may contract with or otherwise obtain the assistance of other Persons (including, without limitation, the Administrator under the Administration Agreement) to assist it in performing its duties under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an Officer’s Certificate of the Issuer shall be deemed to be action taken by the Issuer. Initially, the Issuer has contracted with the Servicer and the Administrator to assist the Issuer in performing its duties under this Indenture. (c) The Issuer will punctually perform and observe all of its obligations and agreements contained in this Indenture, in the other Related Basic Documents and in the instruments and agreements included in the Collateral, including but not limited to (i) filing or causing to be filed all UCC financing statements and continuation statements required to be filed by the terms of this Indenture and the Sale and Servicing Agreement and (ii) recording or causing to be recorded all Mortgages, Assignments of Mortgage, all intervening Assignments of Mortgage and all assumption and modification agreements required to be recorded by the terms of the Sale and Servicing Agreement, in accordance with and within the time periods provided for herein in this Indenture and/or the Sale and Servicing Agreement, as applicable. Except as otherwise expressly provided therein, the Issuer shall not waive, amend, modify, supplement or terminate any Basic Document or any provision thereof without the consent of the Indenture Trustee and the Majority Noteholders. (cd) The If the Issuer hereby covenants and agrees that it will enforce the obligations shall have knowledge of the Servicer under occurrence of a Servicing Event of Default, the Issuer shall promptly notify the Indenture Trustee and the Initial Noteholder thereof, and shall specify in such notice the action, if any, the Issuer is taking with respect to such default. If a Servicing Agreement and if a Servicer Event of Default shall arise from the failure of the Servicer to perform any of its duties or obligations under the Sale and Servicing Agreement with respect to the Loans, the Issuer shall take all reasonable steps available to it to remedy such failure. (d) The Issuer hereby covenants and agrees that: (i) it shall promptly exercise its rights to terminate the Servicer pursuant to Section 5.1 of the Servicing Agreement upon the occurrence of a Servicer Default set forth in clause (a) of such section and (ii) prior to exercising its rights to terminate the Servicer pursuant to Section 5.1 of the Servicing Agreement upon the occurrence of a Servicer Default set forth in clause (b) of such section, obtain the consent of the Noteholders representing a majority of the Outstanding Principal Balance of the Notes. Within thirty (30) days after the giving of notice of termination to the Servicer of the Servicer’s rights and powers pursuant to Section 6.2 of the Servicing Agreement, the Issuer shall appoint a successor servicer (the “Successor Servicer”), such appointment to be reflected by a written assumption in a form acceptable to the Indenture Trustee. In the event that a Successor Servicer has not been appointed and accepted its appointment at the time when the previous Servicer ceases to act as Servicer, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer. The Indenture Trustee may resign as the Servicer by giving written notice of such resignation to the Issuer and in such event will be released from such duties and obligations, such release not to be effective until the date a Successor Servicer enters into a servicing agreement with the Issuer as provided below. Upon delivery of any such notice to the Issuer, the Issuer shall obtain a new servicer as the Successor Servicer under the Servicing Agreement. Any Successor Servicer other than the Indenture Trustee shall: (i) be an established financial institution having a net worth of not less than $50,000,000 and whose regular business includes the servicing of receivables and (ii) enter into a servicing agreement with the Issuer having substantially the same provisions as the provisions of the Servicing Agreement applicable to the Servicer. If the Indenture Trustee shall succeed to the previous Servicer’s duties as servicer of the Loans as provided herein, it shall do so in its individual capacity and not in its capacity as Indenture Trustee and, accordingly, the provisions of Article VI shall be inapplicable to the Indenture Trustee in its duties as the Successor Servicer and the servicing of the Loans. In case the Indenture Trustee becomes the Successor Servicer under the Servicing Agreement, the Indenture Trustee shall be entitled to the Servicing Fee and all funds relating to the Loans to which the Servicer would have been entitled if it had continued to act as Servicer under the Servicing Agreement (other than amounts which were due or would become due to the Servicer prior to its termination or resignation). In case the Indenture Trustee shall become the Successor Servicer under the Servicing Agreement, the Indenture Trustee shall be entitled to appoint as Servicer any one of its Affiliates; provided, that it shall be fully liable for the actions and omissions of such Affiliate in its capacity as Successor Servicer. If the Indenture Trustee shall become the Successor Servicer under the Servicing Agreement, the Indenture Trustee shall be entitled to appoint as Servicer any one of its Affiliates; provided, that it shall be fully liable for the actions and omissions of such Affiliate in its capacity as Successor Servicer. In case the Indenture Trustee becomes the Successor Servicer, it shall not be responsible for delays attributable to the Servicer's failure to deliver information, defects in the information supplied by the Servicer or other circumstances beyond its control as Successor Servicer. Upon the Indenture Trustee becoming the Successor Servicer, it shall make arrangements with the Servicer for the prompt and safe transfer of, and the Servicer shall provide to such Successor Servicer, all necessary servicing files and records, including (as deemed necessary by such Successor Servicer at such time): (i) microfiche loan documentation, (ii) servicing system tapes, (iii) Loans payment history, (iv) collections history and (v) the trial balances, as of the close of business on the day immediately preceding conversion to such Successor Servicer, reflecting all applicable information relating to the Loans. Upon the Indenture Trustee becoming the Successor Servicer, it shall have no responsibility and shall not be in default hereunder nor incur any liability for any failure, error, malfunction or any delay in carrying out any of its duties under this Indenture if any such failure or delay results from such Successor Servicer acting in accordance with information prepared or supplied by a Person other than such Successor Servicer or the failure of any such Person to prepare or provide such information. Upon the Indenture Trustee becoming the Successor Servicer, it shall have no responsibility, shall not be in default and shall incur no liability (i) for any act or failure to act by any third party, including the Servicer, or for any inaccuracy or omission in a notice or communication received by such Successor Servicer from any third party or (ii) which is due to or results from the invalidity, unenforceability of any Loan with applicable law or the breach or the inaccuracy of any representation or warranty made with respect to any Loan or its related Equipment. (e) Upon any termination of the Servicer’s rights and powers pursuant to the Servicing Agreement, the Issuer shall promptly notify the Indenture Trustee and each Rating Agency then rating the Notes. As soon as a Successor Servicer is appointed, the Issuer shall notify the Indenture Trustee of such appointment, specifying in such notice the name and address of such Successor Servicer. (f) The Issuer agrees that it will not, without the prior written consent of the Indenture Trustee (acting at the direction of the Noteholders of at least a majority of the Outstanding Principal Balance), amend, modify, waive, supplement, terminate or surrender, or agree to any amendment, modification, supplement, termination, waiver or surrender of, the terms of any Collateral (except to the extent otherwise in accordance with the Credit and Collection Policies) or the Related Documents, or waive timely performance or observance by the Purchaser under the Purchase and Sale Agreement, the applicable Seller under the Sale Agreement or the Servicer under the Servicing Agreement; provided, that, no such amendment, modification, waiver, supplement, termination or surrender of terms of the Collateral or such waiver of performance shall: (i) increase or reduce in any manner the amount of, or accelerate or delay the timing of, deposits required to be made to the Trust Accounts and payments that are required to be made from the Trust Accounts for the benefit of the Noteholders, or (ii) reduce the aforesaid percentage of the Notes that are required to consent to any such amendment, in either case without the consent of the Noteholders of all the Outstanding Notes; provided, further, that the Issuer may, without the consent of the Noteholders, amend the Related Documents, to reflect any change in General Electric Company’s fiscal calendar, so long as the Issuer provides an Officer’s Certificate to the Indenture Trustee certifying that such amendment will not adversely affect in any material respect the interests of the Noteholders. If any such amendment, modification, waiver, supplement, termination or surrender of terms of the Collateral or such waiver of performance shall be so consented to by the Indenture Trustee acting at the direction of such Noteholders, the Issuer agrees, promptly following a request by the Indenture Trustee to do so, to execute and deliver, in its own name and at its own expense, such agreements, instruments, consents and other documents to effect such amendment, modification, waiver, supplement, termination or surrender. (g) The Issuer, at its own expense, shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Servicer of its obligations to the Issuer under or in connection with the Servicing Agreement or by the Purchaser of its obligations to the Issuer under or in connection with the Purchase and Sale Agreement in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Servicing Agreement (or under or in connection with the Purchase and Sale Agreement), including the transmission of notices of default on the part of the Servicer or the Purchaser thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Servicer or the Purchaser of each of their obligations under the Servicing Agreement or the Purchase and Sale Agreement.

Performance of Obligations; Servicing of Loans. (a) The Issuer will not take any action and will use its best efforts not to permit any action to be taken by others that would release any Person from any of such Person's material covenants or obligations under any instrument or agreement included in the Collateral or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in this Indenture, the Servicing Agreement Basic Documents or such other instrument or agreement. (b) The Issuer may contract with or otherwise obtain the assistance of other Persons (including, without limitation, the Administrator under the Administration Agreement) to assist it in performing its duties under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an Officer's Certificate of the Issuer shall be deemed to be action taken by the Issuer. Initially, the Issuer has contracted with the Servicer and the Administrator to assist the Issuer in performing its duties under this Indenture. (c) The Issuer will punctually perform and observe all of its obligations and agreements contained in this Indenture, in the other Related Basic Documents and in the instruments and agreements included in the Collateral, including but not limited to (i) filing or causing to be filed all UCC financing statements and continuation statements required to be filed by the terms of this Indenture and the Sale and Servicing Agreement and (ii) recording or causing to be recorded all Mortgages, Assignments of Mortgage, all intervening Assignments of Mortgage and all assumption and modification agreements required to be recorded by the terms of the Sale and Servicing Agreement, in accordance with and within the time periods provided for herein in this Indenture and/or the Sale and Servicing Agreement, as applicable. Except as otherwise expressly provided therein, the Issuer shall not waive, amend, modify, supplement or terminate any Basic Document or any provision thereof without the consent of the Indenture Trustee and the Majority Noteholders. (cd) The If the Issuer hereby covenants and agrees that it will enforce the obligations shall have knowledge of the Servicer under occurrence of a Servicing Event of Default, the Issuer shall promptly notify the Indenture Trustee and the Initial Noteholder thereof, and shall specify in such notice the action, if any, the Issuer is taking with respect to such default. If a Servicing Agreement and if a Servicer Event of Default shall arise from the failure of the Servicer to perform any of its duties or obligations under the Sale and Servicing Agreement with respect to the Loans, the Issuer shall take all reasonable steps available to it to remedy such failure. (d) The Issuer hereby covenants and agrees that: (i) it shall promptly exercise its rights to terminate the Servicer pursuant to Section 5.1 of the Servicing Agreement upon the occurrence of a Servicer Default set forth in clause (a) of such section and (ii) prior to exercising its rights to terminate the Servicer pursuant to Section 5.1 of the Servicing Agreement upon the occurrence of a Servicer Default set forth in clause (b) of such section, obtain the consent of the Noteholders representing a majority of the Outstanding Principal Balance of the Notes. Within thirty (30) days after the giving of notice of termination to the Servicer of the Servicer’s rights and powers pursuant to Section 6.2 of the Servicing Agreement, the Issuer shall appoint a successor servicer (the “Successor Servicer”), such appointment to be reflected by a written assumption in a form acceptable to the Indenture Trustee. In the event that a Successor Servicer has not been appointed and accepted its appointment at the time when the previous Servicer ceases to act as Servicer, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer. The Indenture Trustee may resign as the Servicer by giving written notice of such resignation to the Issuer and in such event will be released from such duties and obligations, such release not to be effective until the date a Successor Servicer enters into a servicing agreement with the Issuer as provided below. Upon delivery of any such notice to the Issuer, the Issuer shall obtain a new servicer as the Successor Servicer under the Servicing Agreement. Any Successor Servicer other than the Indenture Trustee shall: (i) be an established financial institution having a net worth of not less than $50,000,000 and whose regular business includes the servicing of receivables and (ii) enter into a servicing agreement with the Issuer having substantially the same provisions as the provisions of the Servicing Agreement applicable to the Servicer. If the Indenture Trustee shall succeed to the previous Servicer’s duties as servicer of the Loans as provided herein, it shall do so in its individual capacity and not in its capacity as Indenture Trustee and, accordingly, the provisions of Article VI shall be inapplicable to the Indenture Trustee in its duties as the Successor Servicer and the servicing of the Loans. In case the Indenture Trustee becomes the Successor Servicer under the Servicing Agreement, the Indenture Trustee shall be entitled to the Servicing Fee and all funds relating to the Loans to which the Servicer would have been entitled if it had continued to act as Servicer under the Servicing Agreement (other than amounts which were due or would become due to the Servicer prior to its termination or resignation). In case the Indenture Trustee shall become the Successor Servicer under the Servicing Agreement, the Indenture Trustee shall be entitled to appoint as Servicer any one of its Affiliates; provided, that it shall be fully liable for the actions and omissions of such Affiliate in its capacity as Successor Servicer. If the Indenture Trustee shall become the Successor Servicer under the Servicing Agreement, the Indenture Trustee shall be entitled to appoint as Servicer any one of its Affiliates; provided, that it shall be fully liable for the actions and omissions of such Affiliate in its capacity as Successor Servicer. In case the Indenture Trustee becomes the Successor Servicer, it shall not be responsible for delays attributable to the Servicer's failure to deliver information, defects in the information supplied by the Servicer or other circumstances beyond its control as Successor Servicer. Upon the Indenture Trustee becoming the Successor Servicer, it shall make arrangements with the Servicer for the prompt and safe transfer of, and the Servicer shall provide to such Successor Servicer, all necessary servicing files and records, including (as deemed necessary by such Successor Servicer at such time): (i) microfiche loan documentation, (ii) servicing system tapes, (iii) Loans payment history, (iv) collections history and (v) the trial balances, as of the close of business on the day immediately preceding conversion to such Successor Servicer, reflecting all applicable information relating to the Loans. Upon the Indenture Trustee becoming the Successor Servicer, it shall have no responsibility and shall not be in default hereunder nor incur any liability for any failure, error, malfunction or any delay in carrying out any of its duties under this Indenture if any such failure or delay results from such Successor Servicer acting in accordance with information prepared or supplied by a Person other than such Successor Servicer or the failure of any such Person to prepare or provide such information. Upon the Indenture Trustee becoming the Successor Servicer, it shall have no responsibility, shall not be in default and shall incur no liability (i) for any act or failure to act by any third party, including the Servicer, or for any inaccuracy or omission in a notice or communication received by such Successor Servicer from any third party or (ii) which is due to or results from the invalidity, unenforceability of any Loan with applicable law or the breach or the inaccuracy of any representation or warranty made with respect to any Loan or its related Equipment. (e) Upon any termination of the Servicer’s rights and powers pursuant to the Servicing Agreement, the Issuer shall promptly notify the Indenture Trustee and each Rating Agency then rating the Notes. As soon as a Successor Servicer is appointed, the Issuer shall notify the Indenture Trustee of such appointment, specifying in such notice the name and address of such Successor Servicer. (f) The Issuer agrees that it will not, without the prior written consent of the Indenture Trustee (acting at the direction of the Noteholders of at least a majority of the Outstanding Principal Balance), amend, modify, waive, supplement, terminate or surrender, or agree to any amendment, modification, supplement, termination, waiver or surrender of, the terms of any Collateral (except to the extent otherwise in accordance with the Credit and Collection Policies) or the Related Documents, or waive timely performance or observance by the Purchaser under the Purchase and Sale Agreement, the applicable Seller under the Sale Agreement or the Servicer under the Servicing Agreement; provided, that, no such amendment, modification, waiver, supplement, termination or surrender of terms of the Collateral or such waiver of performance shall: (i) increase or reduce in any manner the amount of, or accelerate or delay the timing of, deposits required to be made to the Trust Accounts and payments that are required to be made from the Trust Accounts for the benefit of the Noteholders, or (ii) reduce the aforesaid percentage of the Notes that are required to consent to any such amendment, in either case without the consent of the Noteholders of all the Outstanding Notes; provided, further, that the Issuer may, without the consent of the Noteholders, amend the Related Documents, to reflect any change in General Electric Company’s fiscal calendar, so long as the Issuer provides an Officer’s Certificate to the Indenture Trustee certifying that such amendment will not adversely affect in any material respect the interests of the Noteholders. If any such amendment, modification, waiver, supplement, termination or surrender of terms of the Collateral or such waiver of performance shall be so consented to by the Indenture Trustee acting at the direction of such Noteholders, the Issuer agrees, promptly following a request by the Indenture Trustee to do so, to execute and deliver, in its own name and at its own expense, such agreements, instruments, consents and other documents to effect such amendment, modification, waiver, supplement, termination or surrender. (g) The Issuer, at its own expense, shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Servicer of its obligations to the Issuer under or in connection with the Servicing Agreement or by the Purchaser of its obligations to the Issuer under or in connection with the Purchase and Sale Agreement in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Servicing Agreement (or under or in connection with the Purchase and Sale Agreement), including the transmission of notices of default on the part of the Servicer or the Purchaser thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Servicer or the Purchaser of each of their obligations under the Servicing Agreement or the Purchase and Sale Agreement.

Performance of Obligations; Servicing of Loans. (a) The Issuer will not take any action and will use its best efforts not to permit any action to be taken by others that would release any Person from any such Person’s material covenants or obligations under any instrument or agreement included in the Indenture Collateral or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except in either case as expressly provided in this Indenture, the Servicing Agreement Transaction Documents or such other instrument or agreement. (b) The Issuer may contract with other Persons to assist it in performing its duties and obligations under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an Officer’s Certificate shall be deemed to be action taken by the Issuer. The Indenture Trustee shall not be responsible for the action or inaction of the Servicer or the Administrator. Initially, the Issuer has contracted with the Servicer and the Administrator to assist the Issuer in performing its duties under this Indenture. (c) The Issuer will punctually perform and observe all of its obligations and agreements contained in this Indenture, the other Related Transaction Documents and in the instruments and agreements included in the Indenture Collateral, including but not limited to filing or causing to be filed all UCC financing statements and continuation statements required to be filed by the terms of this Indenture and the Transfer and Servicing Agreement in accordance with and within the time periods provided for herein and therein. (c) The Issuer hereby covenants and agrees that it will enforce the obligations of the Servicer under the Servicing Agreement and if a Servicer Default shall arise from the failure of the Servicer to perform any of its duties or obligations under the Servicing Agreement with respect to the Loans. Except as otherwise expressly provided therein, the Issuer shall take all reasonable steps available to it to remedy such failurenot waive, amend, modify, supplement or terminate any Transaction Document or any provision thereof without the consent of the Indenture Trustee, the Required Holders and each Swap Counterparty. (d) The If the Issuer hereby covenants and agrees that: (i) it shall promptly exercise its rights to terminate the Servicer pursuant to Section 5.1 have knowledge of the Servicing Agreement upon the occurrence of a Servicer Default set forth in clause (a) of such section and (ii) prior to exercising its rights to terminate the Servicer pursuant to Section 5.1 of the Servicing Agreement upon the occurrence of a Servicer Default set forth in clause (b) of such section, obtain the consent of the Noteholders representing a majority of the Outstanding Principal Balance of the Notes. Within thirty (30) days after the giving of notice of termination to the Servicer of the Servicer’s rights and powers pursuant to Section 6.2 of the Servicing AgreementDefault, the Issuer shall appoint a successor servicer (the “Successor Servicer”), such appointment to be reflected by a written assumption promptly notify in a form acceptable to writing the Indenture Trustee, each Swap Counterparty and each Rating Agency thereof. In the event that a Successor Servicer has not been appointed and accepted its appointment at the time when the previous Servicer ceases to act as Servicer, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer. The Indenture Trustee may resign as the Servicer by giving written notice of such resignation to the Issuer and in such event will be released from such duties and obligations, such release not to be effective until the date a Successor Servicer enters into a servicing agreement with the Issuer as provided below. Upon delivery of any such notice to the Issuer, the Issuer shall obtain a new servicer as the Successor Servicer under the Servicing Agreement. Any Successor Servicer other than the Indenture Trustee shall: (i) be an established financial institution having a net worth of not less than $50,000,000 and whose regular business includes the servicing of receivables and (ii) enter into a servicing agreement with the Issuer having substantially the same provisions as the provisions of the Servicing Agreement applicable to the Servicer. If the Indenture Trustee shall succeed to the previous Servicer’s duties as servicer of the Loans as provided herein, it shall do so in its individual capacity and not in its capacity as Indenture Trustee and, accordingly, the provisions of Article VI shall be inapplicable to the Indenture Trustee in its duties as the Successor Servicer and the servicing of the Loans. In case the Indenture Trustee becomes the Successor Servicer under the Servicing Agreement, the Indenture Trustee shall be entitled to the Servicing Fee and all funds relating to the Loans to which the Servicer would have been entitled if it had continued to act as Servicer under the Servicing Agreement (other than amounts which were due or would become due to the Servicer prior to its termination or resignation). In case the Indenture Trustee shall become the Successor Servicer under the Servicing Agreement, the Indenture Trustee shall be entitled to appoint as Servicer any one of its Affiliates; provided, that it shall be fully liable for the actions and omissions of such Affiliate in its capacity as Successor Servicer. If the Indenture Trustee shall become the Successor Servicer under the Servicing Agreement, the Indenture Trustee shall be entitled to appoint as Servicer any one of its Affiliates; provided, that it shall be fully liable for the actions and omissions of such Affiliate in its capacity as Successor Servicer. In case the Indenture Trustee becomes the Successor Servicer, it shall not be responsible for delays attributable to the Servicer's failure to deliver information, defects in the information supplied by the Servicer or other circumstances beyond its control as Successor Servicer. Upon the Indenture Trustee becoming the Successor Servicer, it shall make arrangements with the Servicer for the prompt and safe transfer of, and the Servicer shall provide to such Successor Servicer, all necessary servicing files and records, including (as deemed necessary by such Successor Servicer at such time): (i) microfiche loan documentation, (ii) servicing system tapes, (iii) Loans payment history, (iv) collections history and (v) the trial balances, as of the close of business on the day immediately preceding conversion to such Successor Servicer, reflecting all applicable information relating to the Loans. Upon the Indenture Trustee becoming the Successor Servicer, it shall have no responsibility and shall not be in default hereunder nor incur any liability for any failure, error, malfunction or any delay in carrying out any of its duties under this Indenture if any such failure or delay results from such Successor Servicer acting in accordance with information prepared or supplied by a Person other than such Successor Servicer or the failure of any such Person to prepare or provide such information. Upon the Indenture Trustee becoming the Successor Servicer, it shall have no responsibility, shall not be in default and shall incur no liability (i) for any act or failure to act by any third party, including the Servicer, or for any inaccuracy or omission in a notice or communication received by such Successor Servicer from any third party or (ii) which is due to or results from the invalidity, unenforceability of any Loan with applicable law or the breach or the inaccuracy of any representation or warranty made with respect to any Loan or its related Equipment. (e) Upon any termination of the Servicer’s rights and powers pursuant to the Transfer and Servicing Agreement, the Issuer shall promptly notify the Indenture Trustee and each Rating Agency then rating the NotesSwap Counterparty in writing. As soon as a Successor Servicer is appointed, the Issuer shall notify in writing the Indenture Trustee Trustee, each Swap Counterparty and the Rating Agencies of such appointmentappointment (to the extent such party has not already been notified pursuant to the Transfer and Servicing Agreement), specifying in such notice the name and address of such Successor Servicer. (fe) The Issuer agrees that it will not, without the prior written consent of the Indenture Trustee (acting at the direction of the Noteholders of at least a majority of the Outstanding Principal Balance), amend, modify, waive, supplement, terminate or surrender, or agree to any amendment, modification, supplement, termination, waiver or surrender of, the terms of any Collateral (except to the extent otherwise in accordance with the Credit and Collection Policies) or the Related Documents, or not waive timely performance or observance by the Purchaser Servicer or the Originator of their respective duties under the Purchase and Sale Agreement, Transaction Documents if the applicable Seller under effect thereof would adversely affect the Sale Agreement or the Servicer under the Servicing Agreement; provided, that, no such amendment, modification, waiver, supplement, termination or surrender of terms of the Collateral or such waiver of performance shall: (i) increase or reduce in any manner the amount of, or accelerate or delay the timing of, deposits required to be made to the Trust Accounts and payments that are required to be made from the Trust Accounts for the benefit of the Noteholders, or (ii) reduce the aforesaid percentage Holders of the Notes that are required to consent to any such amendment, in either case without the consent of the Noteholders of all the Outstanding Notes; provided, further, that the Issuer may, without the consent of the Noteholders, amend the Related Documents, to reflect any change in General Electric Company’s fiscal calendar, so long as the Issuer provides an Officer’s Certificate to the Indenture Trustee certifying that such amendment will not adversely affect in any material respect the interests of the Noteholders. If any such amendment, modification, waiver, supplement, termination or surrender of terms of the Collateral or such waiver of performance shall be so consented to by the Indenture Trustee acting at the direction of such Noteholders, the Issuer agrees, promptly following a request by the Indenture Trustee to do so, to execute and deliver, in its own name and at its own expense, such agreements, instruments, consents and other documents to effect such amendment, modification, waiver, supplement, termination or surrender. (g) The Issuer, at its own expense, shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Servicer of its obligations to the Issuer under or in connection with the Servicing Agreement or by the Purchaser of its obligations to the Issuer under or in connection with the Purchase and Sale Agreement in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Servicing Agreement (or under or in connection with the Purchase and Sale Agreement), including the transmission of notices of default on the part of the Servicer or the Purchaser thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Servicer or the Purchaser of each of their obligations under the Servicing Agreement or the Purchase and Sale AgreementSwap Counterparties.

Performance of Obligations; Servicing of Loans. (a) The Issuer will shall not take any action and will use its best commercially reasonable efforts not to permit any action to be taken by others that would release any Person from any of such Person’s material covenants or obligations under any instrument or agreement included in the Collateral or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in this Indenture, the Servicing Agreement Basic Documents or such other instrument or agreement. (b) The Issuer may contract with or otherwise obtain the assistance of other Persons (including, without limitation, the Administrator under the Administration Agreement) to assist it in performing its duties under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an Officer’s Certificate of the Issuer shall be deemed to be action taken by the Issuer. Initially, the Issuer has contracted with the Servicer to assist the Issuer in performing its duties under this Indenture. (c) The Issuer will punctually perform and observe all of its obligations and agreements contained in this Indenture, in the other Related Basic Documents and in the instruments and agreements included in the Collateral, including but not limited to (i) filing or causing to be filed all UCC financing statements and continuation statements required to be filed by the terms of this Indenture and the Sale and Servicing Agreement and (ii) recording or causing to be recorded all Mortgages, Assignments of Mortgage, all intervening Assignments of Mortgage and all assumption and modification agreements required to be recorded by the terms of the Sale and Servicing Agreement, in accordance with and within the time periods provided for herein in this Indenture and/or the Sale and Servicing Agreement, as applicable. Except as otherwise expressly provided therein, the Issuer shall not waive, amend, modify, supplement or terminate any Basic Document or any provision thereof without the consent of the Indenture Trustee and the Majority Noteholders. (cd) The If the Issuer hereby covenants and agrees that it will enforce the obligations shall have knowledge of the Servicer under the Servicing Agreement occurrence and if continuance of a Servicer Event of Default, the Issuer shall promptly notify the Indenture Trustee and the Majority Noteholder thereof, and shall specify in such notice the action, if any, the Issuer is taking with respect to such default. If a Servicer Event of Default shall arise from be continuing due to the failure of the Servicer to perform any of its duties or obligations under the Sale and Servicing Agreement with respect to the Eligible Loans, the Issuer shall take all reasonable steps available to it to remedy such failure. (d) The Issuer hereby covenants and agrees that: (i) it shall promptly exercise its rights to terminate the Servicer pursuant to Section 5.1 of the Servicing Agreement upon the occurrence of a Servicer Default set forth in clause (a) of such section and (ii) prior to exercising its rights to terminate the Servicer pursuant to Section 5.1 of the Servicing Agreement upon the occurrence of a Servicer Default set forth in clause (b) of such section, obtain the consent of the Noteholders representing a majority of the Outstanding Principal Balance of the Notes. Within thirty (30) days after the giving of notice of termination to the Servicer of the Servicer’s rights and powers pursuant to Section 6.2 of the Servicing Agreement, the Issuer shall appoint a successor servicer (the “Successor Servicer”), such appointment to be reflected by a written assumption in a form acceptable to the Indenture Trustee. In the event that a Successor Servicer has not been appointed and accepted its appointment at the time when the previous Servicer ceases to act as Servicer, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer. The Indenture Trustee may resign as the Servicer by giving written notice of such resignation to the Issuer and in such event will be released from such duties and obligations, such release not to be effective until the date a Successor Servicer enters into a servicing agreement with the Issuer as provided below. Upon delivery of any such notice to the Issuer, the Issuer shall obtain a new servicer as the Successor Servicer under the Servicing Agreement. Any Successor Servicer other than the Indenture Trustee shall: (i) be an established financial institution having a net worth of not less than $50,000,000 and whose regular business includes the servicing of receivables and (ii) enter into a servicing agreement with the Issuer having substantially the same provisions as the provisions of the Servicing Agreement applicable to the Servicer. If the Indenture Trustee shall succeed to the previous Servicer’s duties as servicer of the Loans as provided herein, it shall do so in its individual capacity and not in its capacity as Indenture Trustee and, accordingly, the provisions of Article VI shall be inapplicable to the Indenture Trustee in its duties as the Successor Servicer and the servicing of the Loans. In case the Indenture Trustee becomes the Successor Servicer under the Servicing Agreement, the Indenture Trustee shall be entitled to the Servicing Fee and all funds relating to the Loans to which the Servicer would have been entitled if it had continued to act as Servicer under the Servicing Agreement (other than amounts which were due or would become due to the Servicer prior to its termination or resignation). In case the Indenture Trustee shall become the Successor Servicer under the Servicing Agreement, the Indenture Trustee shall be entitled to appoint as Servicer any one of its Affiliates; provided, that it shall be fully liable for the actions and omissions of such Affiliate in its capacity as Successor Servicer. If the Indenture Trustee shall become the Successor Servicer under the Servicing Agreement, the Indenture Trustee shall be entitled to appoint as Servicer any one of its Affiliates; provided, that it shall be fully liable for the actions and omissions of such Affiliate in its capacity as Successor Servicer. In case the Indenture Trustee becomes the Successor Servicer, it shall not be responsible for delays attributable to the Servicer's failure to deliver information, defects in the information supplied by the Servicer or other circumstances beyond its control as Successor Servicer. Upon the Indenture Trustee becoming the Successor Servicer, it shall make arrangements with the Servicer for the prompt and safe transfer of, and the Servicer shall provide to such Successor Servicer, all necessary servicing files and records, including (as deemed necessary by such Successor Servicer at such time): (i) microfiche loan documentation, (ii) servicing system tapes, (iii) Loans payment history, (iv) collections history and (v) the trial balances, as of the close of business on the day immediately preceding conversion to such Successor Servicer, reflecting all applicable information relating to the Loans. Upon the Indenture Trustee becoming the Successor Servicer, it shall have no responsibility and shall not be in default hereunder nor incur any liability for any failure, error, malfunction or any delay in carrying out any of its duties under this Indenture if any such failure or delay results from such Successor Servicer acting in accordance with information prepared or supplied by a Person other than such Successor Servicer or the failure of any such Person to prepare or provide such information. Upon the Indenture Trustee becoming the Successor Servicer, it shall have no responsibility, shall not be in default and shall incur no liability (i) for any act or failure to act by any third party, including the Servicer, or for any inaccuracy or omission in a notice or communication received by such Successor Servicer from any third party or (ii) which is due to or results from the invalidity, unenforceability of any Loan with applicable law or the breach or the inaccuracy of any representation or warranty made with respect to any Loan or its related Equipment. (e) Upon any termination of the Servicer’s rights and powers pursuant to the Sale and Servicing Agreement, the Issuer shall promptly notify the Indenture Trustee and each Rating Agency then rating the NotesTrustee. As soon as a Successor Servicer successor servicer is appointed, the Issuer shall notify the Indenture Trustee of such appointment, specifying in such notice the name and address of such Successor Servicersuccessor servicer. (f) The Without derogating from the absolute nature of the assignment granted to the Indenture Trustee under this Indenture or the rights of the Indenture Trustee hereunder, the Issuer agrees (i) that it will not, without the prior written consent of the Indenture Trustee (acting at the direction of the Noteholders of at least a majority of the Outstanding Principal Balance)Trustee, amend, modify, waive, supplement, terminate or surrender, or agree to any amendment, modification, supplement, termination, waiver or surrender of, the terms of any Collateral (except to the extent otherwise in accordance with permitted by the Credit Sale and Collection PoliciesServicing Agreement) or the Related Basic Documents, or waive timely performance or observance by the Purchaser under Servicer or the Purchase and Sale Agreement, the applicable Seller Depositor under the Sale Agreement or the Servicer under the and Servicing Agreement; provided, that, no and (ii) that any such amendment, modification, waiver, supplement, termination or surrender of terms of the Collateral or such waiver of performance shall: amendment shall not (iA) increase or reduce in any manner the amount of, or accelerate or delay the timing of, deposits required to be made to the Trust Accounts and payments distributions that are required to be made from the Trust Accounts for the benefit of the Noteholders, Noteholders or (iiB) reduce the aforesaid percentage of the Notes that are is required to consent to any such amendment, in either case without the consent of the Noteholders evidencing 100% Percentage Interests of all the Outstanding Notes; provided, further, that the Issuer may, without the consent of the Noteholders, amend the Related Documents, to reflect any change in General Electric Company’s fiscal calendar, so long as the Issuer provides an Officer’s Certificate to the Indenture Trustee certifying that such amendment will not adversely affect in any material respect the interests of the Noteholders. If any such amendment, modification, waiver, supplement, termination supplement or surrender of terms of the Collateral or such waiver of performance shall so be so consented to by the Indenture Trustee acting at the direction of such NoteholdersTrustee, the Issuer agrees, promptly following a request by the Indenture Trustee to do so, to execute and deliver, in its own name and at its own expense, such agreements, instruments, consents and other documents to effect such amendment, modification, waiver, supplement, termination or surrender. (g) The Issuer, at its own expense, shall take all such lawful action as the Indenture Trustee may request to compel deem necessary or secure appropriate in the performance and observance by the Servicer of its obligations to the Issuer under or in connection with the Servicing Agreement or by the Purchaser of its obligations to the Issuer under or in connection with the Purchase and Sale Agreement in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Servicing Agreement (or under or in connection with the Purchase and Sale Agreement), including the transmission of notices of default on the part of the Servicer or the Purchaser thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Servicer or the Purchaser of each of their obligations under the Servicing Agreement or the Purchase and Sale Agreementcircumstances.

Performance of Obligations; Servicing of Loans. (a) The Issuer will shall not take any action and will shall use its best efforts not to permit any action to be taken by others that would release any Person from any of such Person’s material covenants or obligations under any instrument or agreement included in the Collateral Trust Estate or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in this Indenture, the Sale and Servicing Agreement or such other instrument or agreement. (b) To the extent permitted by the Transaction Documents, the Issuer may contract with other Persons to assist it in performing its duties under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an Officer’s Certificate of the Issuer shall satisfy the obligations of the Issuer with respect thereto and shall be deemed to be an action taken by the Issuer. (c) The Issuer and the Issuer Loan Trustee will punctually perform and observe all of its obligations and agreements contained in this Indenture, the other Related Transaction Documents and in the instruments and agreements included in relating to the CollateralTrust Estate, including but not limited to preparing, authorizing and filing or causing to be filed all UCC financing statements and continuation amendments to financing statements required to be filed by the terms of this Indenture and the Servicing Agreement other Transaction Documents in accordance with and within the time periods provided for herein and therein. (cd) The If the Issuer hereby covenants and agrees that it will enforce the obligations shall have knowledge of the occurrence of a Servicer Default under the Sale and Servicing Agreement Agreement, the Issuer shall promptly notify the Indenture Trustee and each Rating Agency thereof, and shall specify in such notice the action, if any, being taken with respect to such default. If a Servicer Default shall arise from the failure of the Servicer to perform any of its duties or obligations under the Sale and Servicing Agreement with respect to the LoansTrust Estate, the Issuer shall take all reasonable steps available to it to remedy such failure. (d) The Issuer hereby covenants and agrees that: (i) it shall promptly exercise its rights to terminate the Servicer pursuant to Section 5.1 of the Servicing Agreement upon the occurrence of a Servicer Default set forth in clause (a) of such section and (ii) prior to exercising its rights to terminate the Servicer pursuant to Section 5.1 of the Servicing Agreement upon the occurrence of a Servicer Default set forth in clause (b) of such section, obtain the consent of the Noteholders representing a majority of the Outstanding Principal Balance of the Notes. Within thirty (30) days after the giving of notice of termination to the Servicer of the Servicer’s rights and powers pursuant to Section 6.2 of the Servicing Agreement, the Issuer shall appoint a successor servicer (the “Successor Servicer”), such appointment to or as may be reflected directed by a written assumption in a form acceptable to the Indenture Trustee. In the event that a Successor Servicer has not been appointed and accepted its appointment at the time when the previous Servicer ceases to act as Servicer, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer. The Indenture Trustee may resign as the Servicer by giving written notice of such resignation to the Issuer and in such event will be released from such duties and obligations, such release not to be effective until the date a Successor Servicer enters into a servicing agreement with the Issuer as provided below. Upon delivery of any such notice to the Issuer, the Issuer shall obtain a new servicer as the Successor Servicer under the Servicing Agreement. Any Successor Servicer other than the Indenture Trustee shall: (i) be an established financial institution having a net worth of not less than $50,000,000 and whose regular business includes the servicing of receivables and (ii) enter into a servicing agreement with the Issuer having substantially the same provisions as the provisions of the Servicing Agreement applicable to the Servicer. If the Indenture Trustee shall succeed to the previous Servicer’s duties as servicer of the Loans as provided herein, it shall do so in its individual capacity and not in its capacity as Indenture Trustee and, accordingly, the provisions of Article VI shall be inapplicable to the Indenture Trustee in its duties as the Successor Servicer and the servicing of the Loans. In case the Indenture Trustee becomes the Successor Servicer under the Servicing Agreement, the Indenture Trustee shall be entitled to the Servicing Fee and all funds relating to the Loans to which the Servicer would have been entitled if it had continued to act as Servicer under the Servicing Agreement (other than amounts which were due or would become due to the Servicer prior to its termination or resignation). In case the Indenture Trustee shall become the Successor Servicer under the Servicing Agreement, the Indenture Trustee shall be entitled to appoint as Servicer any one of its Affiliates; provided, that it shall be fully liable for the actions and omissions of such Affiliate in its capacity as Successor Servicer. If the Indenture Trustee shall become the Successor Servicer under the Servicing Agreement, the Indenture Trustee shall be entitled to appoint as Servicer any one of its Affiliates; provided, that it shall be fully liable for the actions and omissions of such Affiliate in its capacity as Successor Servicer. In case the Indenture Trustee becomes the Successor Servicer, it shall not be responsible for delays attributable to the Servicer's failure to deliver information, defects in the information supplied by the Servicer or other circumstances beyond its control as Successor Servicer. Upon the Indenture Trustee becoming the Successor Servicer, it shall make arrangements with the Servicer for the prompt and safe transfer of, and the Servicer shall provide to such Successor Servicer, all necessary servicing files and records, including (as deemed necessary by such Successor Servicer at such time): (i) microfiche loan documentation, (ii) servicing system tapes, (iii) Loans payment history, (iv) collections history and (v) the trial balances, as of the close of business on the day immediately preceding conversion to such Successor Servicer, reflecting all applicable information relating to the Loans. Upon the Indenture Trustee becoming the Successor Servicer, it shall have no responsibility and shall not be in default hereunder nor incur any liability for any failure, error, malfunction or any delay in carrying out any of its duties under this Indenture if any such failure or delay results from such Successor Servicer acting in accordance with information prepared or supplied by a Person other than such Successor Servicer or the failure of any such Person to prepare or provide such information. Upon the Indenture Trustee becoming the Successor Servicer, it shall have no responsibility, shall not be in default and shall incur no liability (i) for any act or failure to act by any third party, including the Servicer, or for any inaccuracy or omission in a notice or communication received by such Successor Servicer from any third party or (ii) which is due to or results from the invalidity, unenforceability of any Loan with applicable law or the breach or the inaccuracy of any representation or warranty made with respect to any Loan or its related Equipment. (e) Upon any termination of the Servicer’s rights and powers pursuant to the Servicing Agreement, the Issuer shall promptly notify the Indenture Trustee and each Rating Agency then rating the Notes. As soon as a Successor Servicer is appointed, the Issuer shall notify the Indenture Trustee of such appointment, specifying in such notice the name and address of such Successor Servicer. (f) The Issuer agrees that it will not, without the prior written consent of the Indenture Trustee (acting at the written direction of the Noteholders of at least a majority of Required Noteholders) to remedy such failure or to cause such failure to be remedied. (e) The Issuer shall deliver any Loan Schedule (as defined in the Outstanding Principal Balance), amend, modify, waive, supplement, terminate or surrender, or agree to any amendment, modification, supplement, termination, waiver or surrender of, the terms of any Collateral (except Sale and Servicing Agreement) received by it pursuant to the extent otherwise in accordance with the Credit Sale and Collection Policies) or the Related Documents, or waive timely performance or observance by the Purchaser under the Purchase and Sale Agreement, the applicable Seller under the Sale Servicing Agreement or the Servicer under the Servicing Agreement; provided, that, no such amendment, modification, waiver, supplement, termination or surrender of terms of the Collateral or such waiver of performance shall: (i) increase or reduce in any manner the amount of, or accelerate or delay the timing of, deposits required to be made to the Trust Accounts and payments that are required to be made from the Trust Accounts for the benefit of the Noteholders, or (ii) reduce the aforesaid percentage of the Notes that are required to consent to any such amendment, in either case without the consent of the Noteholders of all the Outstanding Notes; provided, further, that the Issuer may, without the consent of the Noteholders, amend the Related Documents, to reflect any change in General Electric Company’s fiscal calendar, so long as the Issuer provides an Officer’s Certificate to the Indenture Trustee certifying that such amendment will not adversely affect in any material respect the interests of the Noteholders. If any such amendment, modification, waiver, supplement, termination or surrender of terms of the Collateral or such waiver of performance shall be so consented to by the Indenture Trustee acting at the direction of such Noteholders, the Issuer agrees, promptly following a request by the Indenture Trustee to do so, to execute and deliver, in its own name and at its own expense, such agreements, instruments, consents and other documents to effect such amendment, modification, waiver, supplement, termination or surrenderTrustee. (g) The Issuer, at its own expense, shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Servicer of its obligations to the Issuer under or in connection with the Servicing Agreement or by the Purchaser of its obligations to the Issuer under or in connection with the Purchase and Sale Agreement in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Servicing Agreement (or under or in connection with the Purchase and Sale Agreement), including the transmission of notices of default on the part of the Servicer or the Purchaser thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Servicer or the Purchaser of each of their obligations under the Servicing Agreement or the Purchase and Sale Agreement.

Performance of Obligations; Servicing of Loans. (a) The Issuer will not take any action and will use its best efforts not to permit any action to be taken by others that would release any Person from any material covenants or obligations under any instrument or agreement included in the Collateral or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in this Indenture, the Servicing Agreement or such other instrument or agreement. (b) The Issuer will punctually perform and observe all of its obligations and agreements contained in this Indenture, the other Related Documents and in the instruments and agreements included in the Collateral, including filing or causing to be filed all UCC financing statements and continuation statements required to be filed by this Indenture and the Servicing Agreement in accordance with and within the time periods provided for herein and therein. (c) The Issuer hereby covenants and agrees that it will enforce the obligations of the Servicer under the Servicing Agreement and if a Servicer Default shall arise from the failure of the Servicer to perform any of its duties or obligations under the Servicing Agreement with respect to the Loans, the Issuer shall take all reasonable steps available to it to remedy such failure. (d) The Issuer hereby covenants and agrees that: (i) it shall promptly exercise its rights to terminate the Servicer pursuant to Section 5.1 of the Servicing Agreement upon the occurrence of a Servicer Default set forth in clause (a) of such section and (ii) prior to exercising its rights to terminate the Servicer pursuant to Section 5.1 of the Servicing Agreement upon the occurrence of a Servicer Default set forth in clause (b) of such section, obtain the consent of the Noteholders representing a majority of the Outstanding Principal Balance of the Notes. Within thirty (30) days after the giving of notice of termination to the Servicer of the Servicer’s rights and powers pursuant to Section 6.2 of the Servicing Agreement, the Issuer shall appoint a successor servicer (the “Successor Servicer”), such appointment to be reflected by a written assumption in a form acceptable to the Indenture Trustee. In the event that a Successor Servicer has not been appointed and accepted its appointment at the time when the previous Servicer ceases to act as Servicer, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer. The Indenture Trustee may resign as the Servicer by giving written notice of such resignation to the Issuer and in such event will be released from such duties and obligations, such release not to be effective until the date a Successor Servicer enters into a servicing agreement with the Issuer as provided below. Upon delivery of any such notice to the Issuer, the Issuer shall obtain a new servicer as the Successor Servicer under the Servicing Agreement. Any Successor Servicer other than the Indenture Trustee shall: (i) be an established financial institution having a net worth of not less than $50,000,000 and whose regular business includes the servicing of receivables and (ii) enter into a servicing agreement with the Issuer having substantially the same provisions as the provisions of the Servicing Agreement applicable to the Servicer. If the Indenture Trustee shall succeed to the previous Servicer’s duties as servicer of the Loans as provided herein, it shall do so in its individual capacity and not in its capacity as Indenture Trustee and, accordingly, the provisions of Article VI shall be inapplicable 700148678 06142559 to the Indenture Trustee in its duties as the Successor Servicer and the servicing of the Loans. In case the Indenture Trustee becomes the Successor Servicer under the Servicing Agreement, the Indenture Trustee shall be entitled to the Servicing Fee and all funds relating to the Loans to which the Servicer would have been entitled if it had continued to act as Servicer under the Servicing Agreement (other than amounts which were due or would become due to the Servicer prior to its termination or resignation). In case the Indenture Trustee shall become the Successor Servicer under the Servicing Agreement, the Indenture Trustee shall be entitled to appoint as Servicer any one of its Affiliates; provided, that it shall be fully liable for the actions and omissions of such Affiliate in its capacity as Successor Servicer. If the Indenture Trustee shall become the Successor Servicer under the Servicing Agreement, the Indenture Trustee shall be entitled to appoint as Servicer any one of its Affiliates; provided, that it shall be fully liable for the actions and omissions of such Affiliate in its capacity as Successor Servicer. In case the Indenture Trustee becomes the Successor Servicer, it shall not be responsible for delays attributable to the Servicer's ’s failure to deliver information, defects in the information supplied by the Servicer or other circumstances beyond its control as Successor Servicer. Upon the Indenture Trustee becoming the Successor Servicer, it shall make arrangements with the Servicer for the prompt and safe transfer of, and the Servicer shall provide to such Successor Servicer, all necessary servicing files and records, including (as deemed necessary by such Successor Servicer at such time): (i) microfiche loan documentation, (ii) servicing system tapes, (iii) Loans payment history, (iv) collections history and (v) the trial balances, as of the close of business on the day immediately preceding conversion to such Successor Servicer, reflecting all applicable information relating to the Loans. Upon the Indenture Trustee becoming the Successor Servicer, it shall have no responsibility and shall not be in default hereunder nor incur any liability for any failure, error, malfunction or any delay in carrying out any of its duties under this Indenture if any such failure or delay results from such Successor Servicer acting in accordance with information prepared or supplied by a Person other than such Successor Servicer or the failure of any such Person to prepare or provide such information. Upon the Indenture Trustee becoming the Successor Servicer, it shall have no responsibility, shall not be in default and shall incur no liability (i) for any act or failure to act by any third party, including the Servicer, or for any inaccuracy or omission in a notice or communication received by such Successor Servicer from any third party or (ii) which is due to or results from the invalidity, unenforceability of any Loan with applicable law or the breach or the inaccuracy of any representation or warranty made with respect to any Loan or its related Equipment. (e) Upon any termination of the Servicer’s rights and powers pursuant to the Servicing Agreement, the Issuer shall promptly notify the Indenture Trustee and each Rating Agency then rating the Notes. As soon as a Successor Servicer is appointed, the Issuer shall notify the Indenture Trustee of such appointment, specifying in such notice the name and address of such Successor Servicer. (f) The Issuer agrees that it will not, without the prior written consent of the Indenture Trustee (acting at the direction of the Noteholders of at least a majority of the Outstanding Principal Balance), amend, modify, waive, supplement, terminate or surrender, or agree to any amendment, modification, supplement, termination, waiver or surrender of, the terms of any Collateral (except to the extent otherwise in accordance with the Credit and Collection Policies) or the Related Documents, or waive timely performance or observance by the Purchaser under the Purchase and Sale Agreement, the applicable Seller under the Sale 700148678 06142559 Agreement or the Servicer under the Servicing Agreement; provided, that, no such amendment, modification, waiver, supplement, termination or surrender of terms of the Collateral or such waiver of performance shall: (i) increase or reduce in any manner the amount of, or accelerate or delay the timing of, deposits required to be made to the Trust Accounts and payments that are required to be made from the Trust Accounts for the benefit of the Noteholders, or (ii) reduce the aforesaid percentage of the Notes that are required to consent to any such amendment, in either case without the consent of the Noteholders of all the Outstanding Notes; provided, further, that the Issuer may, without the consent of the Noteholders, amend the Related Documents, to reflect any change in General Electric Company’s fiscal calendar, so long as the Issuer provides an Officer’s Certificate to the Indenture Trustee certifying that such amendment will not adversely affect in any material respect the interests of the Noteholders. If any such amendment, modification, waiver, supplement, termination or surrender of terms of the Collateral or such waiver of performance shall be so consented to by the Indenture Trustee acting at the direction of such Noteholders, the Issuer agrees, promptly following a request by the Indenture Trustee to do so, to execute and deliver, in its own name and at its own expense, such agreements, instruments, consents and other documents to effect such amendment, modification, waiver, supplement, termination or surrender. (g) The Issuer, at its own expense, shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Servicer of its obligations to the Issuer under or in connection with the Servicing Agreement or by the Purchaser of its obligations to the Issuer under or in connection with the Purchase and Sale Agreement in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Servicing Agreement (or under or in connection with the Purchase and Sale Agreement), including the transmission of notices of default on the part of the Servicer or the Purchaser thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Servicer or the Purchaser of each of their obligations under the Servicing Agreement or the Purchase and Sale Agreement.

Performance of Obligations; Servicing of Loans. (a) The Issuer will not take any action and will use its best efforts not to permit any action to be taken by others that would release any Person from any such Person’s material covenants or obligations under any instrument or agreement included in the Indenture Collateral or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except in either case as expressly provided in this Indenture, the Servicing Agreement Transaction Documents or such other instrument or agreement. (b) The Issuer may contract with other Persons to assist it in performing its duties and obligations under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an Officer’s Certificate shall be deemed to be action taken by the Issuer. The Indenture Trustee shall not be responsible for the action or inaction of the Servicer or the Administrator. Initially, the Issuer has contracted with the Servicer and the Administrator to assist the Issuer in performing its duties under this Indenture. (c) The Issuer will punctually perform and observe all of its obligations and agreements contained in this Indenture, the other Related Transaction Documents and in the instruments and agreements included in the Indenture Collateral, including but not limited to filing or causing to be filed all UCC financing statements and continuation statements required to be filed by the terms of this Indenture and the Transfer and Servicing Agreement in accordance with and within the time periods provided for herein and therein. (c) The Issuer hereby covenants and agrees that it will enforce the obligations of the Servicer under the Servicing Agreement and if a Servicer Default shall arise from the failure of the Servicer to perform any of its duties or obligations under the Servicing Agreement with respect to the Loans. Except as otherwise expressly provided therein, the Issuer shall take all reasonable steps available to it to remedy such failurenot waive, amend, modify, supplement or terminate any Transaction Document or any provision thereof without the consent of the Indenture Trustee, the Required Holders and each Swap Counterparty. (d) The If the Issuer hereby covenants and agrees that: (i) it shall promptly exercise its rights to terminate the Servicer pursuant to Section 5.1 have knowledge of the Servicing Agreement upon the occurrence of a Servicer Default set forth in clause (a) of such section and (ii) prior to exercising its rights to terminate the Servicer pursuant to Section 5.1 of the Servicing Agreement upon the occurrence of a Servicer Default set forth in clause (b) of such section, obtain the consent of the Noteholders representing a majority of the Outstanding Principal Balance of the Notes. Within thirty (30) days after the giving of notice of termination to the Servicer of the Servicer’s rights and powers pursuant to Section 6.2 of the Servicing AgreementDefault, the Issuer shall appoint a successor servicer (the “Successor Servicer”), such appointment to be reflected by a written assumption promptly notify in a form acceptable to writing the Indenture Trustee, each Swap Counterparty and each Rating Agency thereof. In the event that a Successor Servicer has not been appointed and accepted its appointment at the time when the previous Servicer ceases to act as Servicer, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer. The Indenture Trustee may resign as the Servicer by giving written notice of such resignation to the Issuer and in such event will be released from such duties and obligations, such release not to be effective until the date a Successor Servicer enters into a servicing agreement with the Issuer as provided below. Upon delivery of any such notice to the Issuer, the Issuer shall obtain a new servicer as the Successor Servicer under the Servicing Agreement. Any Successor Servicer other than the Indenture Trustee shall: (i) be an established financial institution having a net worth of not less than $50,000,000 and whose regular business includes the servicing of receivables and (ii) enter into a servicing agreement with the Issuer having substantially the same provisions as the provisions of the Servicing Agreement applicable to the Servicer. If the Indenture Trustee shall succeed to the previous Servicer’s duties as servicer of the Loans as provided herein, it shall do so in its individual capacity and not in its capacity as Indenture Trustee and, accordingly, the provisions of Article VI shall be inapplicable to the Indenture Trustee in its duties as the Successor Servicer and the servicing of the Loans. In case the Indenture Trustee becomes the Successor Servicer under the Servicing Agreement, the Indenture Trustee shall be entitled to the Servicing Fee and all funds relating to the Loans to which the Servicer would have been entitled if it had continued to act as Servicer under the Servicing Agreement (other than amounts which were due or would become due to the Servicer prior to its termination or resignation). In case the Indenture Trustee shall become the Successor Servicer under the Servicing Agreement, the Indenture Trustee shall be entitled to appoint as Servicer any one of its Affiliates; provided, that it shall be fully liable for the actions and omissions of such Affiliate in its capacity as Successor Servicer. If the Indenture Trustee shall become the Successor Servicer under the Servicing Agreement, the Indenture Trustee shall be entitled to appoint as Servicer any one of its Affiliates; provided, that it shall be fully liable for the actions and omissions of such Affiliate in its capacity as Successor Servicer. In case the Indenture Trustee becomes the Successor Servicer, it shall not be responsible for delays attributable to the Servicer's failure to deliver information, defects in the information supplied by the Servicer or other circumstances beyond its control as Successor Servicer. Upon the Indenture Trustee becoming the Successor Servicer, it shall make arrangements with the Servicer for the prompt and safe transfer of, and the Servicer shall provide to such Successor Servicer, all necessary servicing files and records, including (as deemed necessary by such Successor Servicer at such time): (i) microfiche loan documentation, (ii) servicing system tapes, (iii) Loans payment history, (iv) collections history and (v) the trial balances, as of the close of business on the day immediately preceding conversion to such Successor Servicer, reflecting all applicable information relating to the Loans. Upon the Indenture Trustee becoming the Successor Servicer, it shall have no responsibility and shall not be in default hereunder nor incur any liability for any failure, error, malfunction or any delay in carrying out any of its duties under this Indenture if any such failure or delay results from such Successor Servicer acting in accordance with information prepared or supplied by a Person other than such Successor Servicer or the failure of any such Person to prepare or provide such information. Upon the Indenture Trustee becoming the Successor Servicer, it shall have no responsibility, shall not be in default and shall incur no liability (i) for any act or failure to act by any third party, including the Servicer, or for any inaccuracy or omission in a notice or communication received by such Successor Servicer from any third party or (ii) which is due to or results from the invalidity, unenforceability of any Loan with applicable law or the breach or the inaccuracy of any representation or warranty made with respect to any Loan or its related Equipment. (e) Upon any termination of the Servicer’s rights and powers pursuant to the Transfer and Servicing Agreement, the Issuer shall promptly notify the Indenture Trustee and each Rating Agency then rating the NotesSwap Counterparty in writing. As soon as a Successor Servicer is appointed, the Issuer shall notify in writing the Indenture Trustee Trustee, each Swap Counterparty and the Rating Agencies of such appointmentappointment (to the extent such party has not already been notified pursuant to the Transfer and Servicing Agreement), specifying in such notice the name and address of such Successor Servicer. (fe) The Issuer agrees that it will not, without the prior written consent of the Indenture Trustee (acting at the direction of the Noteholders of at least a majority of the Outstanding Principal Balance), amend, modify, waive, supplement, terminate or surrender, or agree to any amendment, modification, supplement, termination, waiver or surrender of, the terms of any Collateral (except to the extent otherwise in accordance with the Credit and Collection Policies) or the Related Documents, or not waive timely performance or observance by the Purchaser under the Purchase and Sale Agreement, the applicable Seller under the Sale Agreement or the Servicer under the Servicing Agreement; provided, that, no such amendment, modification, waiver, supplement, termination or surrender of terms of the Collateral or such waiver of performance shall: (i) increase or reduce in any manner the amount of, or accelerate or delay the timing of, deposits required to be made to the Trust Accounts and payments that are required to be made from the Trust Accounts for the benefit of the Noteholders, or (ii) reduce the aforesaid percentage of the Notes that are required to consent to any such amendment, in either case without the consent of the Noteholders of all the Outstanding Notes; provided, further, that the Issuer may, without the consent of the Noteholders, amend the Related Documents, to reflect any change in General Electric Company’s fiscal calendar, so long as the Issuer provides an Officer’s Certificate to the Indenture Trustee certifying that such amendment will not adversely affect in any material respect the interests of the Noteholders. If any such amendment, modification, waiver, supplement, termination or surrender of terms of the Collateral or such waiver of performance shall be so consented to by the Indenture Trustee acting at the direction of such Noteholders, the Issuer agrees, promptly following a request by the Indenture Trustee to do so, to execute and deliver, in its own name and at its own expense, such agreements, instruments, consents and other documents to effect such amendment, modification, waiver, supplement, termination or surrender. (g) The Issuer, at its own expense, shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Servicer of its obligations to the Issuer under or in connection with the Servicing Agreement or by the Purchaser of its obligations to the Issuer under or in connection with the Purchase and Sale Agreement in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Servicing Agreement (or under or in connection with the Purchase and Sale Agreement), including the transmission of notices of default on the part of the Servicer or the Purchaser thereunder and Originator of their respective duties under the institution of legal or administrative actions or proceedings to compel or secure performance by Transaction Documents if the Servicer effect thereof would adversely affect the Noteholders or the Purchaser of each of their obligations under the Servicing Agreement or the Purchase and Sale AgreementSwap Counterparties.

Performance of Obligations; Servicing of Loans. (a) The Issuer will not take any action and will use its best efforts not to permit any action to be taken by others that would release any Person from any such Person’s material covenants or obligations under any instrument or agreement included in the Indenture Collateral or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except in either case as expressly provided in this Indenture, the Servicing Agreement Transaction Documents or such other instrument or agreement. (b) The Issuer may contract with other Persons to assist it in performing its duties and obligations under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an Officer’s Certificate shall be deemed to be action taken by the Issuer. The Indenture Trustee shall not be responsible for the action or inaction of the Servicer or the Administrator. Initially, the Issuer has contracted with the Servicer and the Administrator to assist the Issuer in performing its duties under this Indenture. (c) The Issuer will punctually perform and observe all of its obligations and agreements contained in this Indenture, the other Related Transaction Documents and in the instruments and agreements included in the Indenture Collateral, including but not limited to filing or causing to be filed all UCC financing statements and continuation statements required to be filed by the terms of this Indenture and the Transfer and Servicing Agreement in accordance with and within the time periods provided for herein and therein. (c) The Issuer hereby covenants and agrees that it will enforce the obligations of the Servicer under the Servicing Agreement and if a Servicer Default shall arise from the failure of the Servicer to perform any of its duties or obligations under the Servicing Agreement with respect to the Loans. Except as otherwise expressly provided therein, the Issuer shall take all reasonable steps available to it to remedy such failurenot waive, amend, modify, supplement or terminate any Transaction Document or any provision thereof without the consent of the Indenture Trustee, the Required Holders and each Swap Counterparty. (d) The If the Issuer hereby covenants and agrees that: (i) it shall promptly exercise its rights to terminate the Servicer pursuant to Section 5.1 have knowledge of the Servicing Agreement upon the occurrence of a Servicer Default set forth in clause (a) of such section and (ii) prior to exercising its rights to terminate the Servicer pursuant to Section 5.1 of the Servicing Agreement upon the occurrence of a Servicer Default set forth in clause (b) of such section, obtain the consent of the Noteholders representing a majority of the Outstanding Principal Balance of the Notes. Within thirty (30) days after the giving of notice of termination to the Servicer of the Servicer’s rights and powers pursuant to Section 6.2 of the Servicing AgreementDefault, the Issuer shall appoint a successor servicer (the “Successor Servicer”), such appointment to be reflected by a written assumption promptly notify in a form acceptable to writing the Indenture Trustee. In the event that a Successor Servicer has not been appointed and accepted its appointment at the time when the previous Servicer ceases to act as Servicer, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer. The Indenture Trustee may resign as the Servicer by giving written notice of such resignation to the Issuer and in such event will be released from such duties and obligations, such release not to be effective until the date a Successor Servicer enters into a servicing agreement with the Issuer as provided below. Upon delivery of any such notice to the Issuer, the Issuer shall obtain a new servicer as the Successor Servicer under the Servicing Agreement. Any Successor Servicer other than the Indenture Trustee shall: (i) be an established financial institution having a net worth of not less than $50,000,000 and whose regular business includes the servicing of receivables each Swap Counterparty and (ii) enter into a servicing agreement with the Issuer having substantially the same provisions for so long as the provisions any Class of the Servicing Agreement applicable to the Servicer. If the Indenture Trustee shall succeed to the previous Servicer’s duties as servicer of the Loans as provided herein, it shall do so in its individual capacity and not in its capacity as Indenture Trustee and, accordingly, the provisions of Article VI shall be inapplicable to the Indenture Trustee in its duties as the Successor Servicer and the servicing of the Loans. In case the Indenture Trustee becomes the Successor Servicer under the Servicing Agreement, the Indenture Trustee shall be entitled to the Servicing Fee and all funds relating to the Loans to which the Servicer would have been entitled if it had continued to act as Servicer under the Servicing Agreement (other than amounts which were due or would become due to the Servicer prior to its termination or resignation). In case the Indenture Trustee shall become the Successor Servicer under the Servicing Agreement, the Indenture Trustee shall be entitled to appoint as Servicer any one of its Affiliates; provided, that it shall be fully liable for the actions and omissions of such Affiliate in its capacity as Successor Servicer. If the Indenture Trustee shall become the Successor Servicer under the Servicing Agreement, the Indenture Trustee shall be entitled to appoint as Servicer any one of its Affiliates; provided, that it shall be fully liable for the actions and omissions of such Affiliate in its capacity as Successor Servicer. In case the Indenture Trustee becomes the Successor Servicer, it shall not be responsible for delays attributable to the Servicer's failure to deliver information, defects in the information supplied by the Servicer or other circumstances beyond its control as Successor Servicer. Upon the Indenture Trustee becoming the Successor Servicer, it shall make arrangements with the Servicer for the prompt and safe transfer of, and the Servicer shall provide to such Successor Servicer, all necessary servicing files and records, including (as deemed necessary by such Successor Servicer at such time): (i) microfiche loan documentation, (ii) servicing system tapes, (iii) Loans payment history, (iv) collections history and (v) the trial balances, as of the close of business on the day immediately preceding conversion to such Successor Servicer, reflecting all applicable information relating to the Loans. Upon the Indenture Trustee becoming the Successor Servicer, it shall have no responsibility and shall not be in default hereunder nor incur any liability for any failure, error, malfunction or any delay in carrying out any of its duties under this Indenture if any such failure or delay results from such Successor Servicer acting in accordance with information prepared or supplied by a Person other than such Successor Servicer or the failure of any such Person to prepare or provide such information. Upon the Indenture Trustee becoming the Successor Servicer, it shall have no responsibility, shall not be in default and shall incur no liability (i) for any act or failure to act Offered Notes is rated by any third party, including the Servicer, or for any inaccuracy or omission in a notice or communication received by such Successor Servicer from any third party or (iiRating Agency) which is due to or results from the invalidity, unenforceability of any Loan with applicable law or the breach or the inaccuracy of any representation or warranty made with respect to any Loan or its related Equipment. (e) each Rating Agency thereof. Upon any termination of the Servicer’s rights and powers pursuant to the Transfer and Servicing Agreement, the Issuer shall promptly notify the Indenture Trustee and each Rating Agency then rating the NotesSwap Counterparty in writing. As soon as a Successor Servicer is appointed, the Issuer shall notify in writing the Indenture Trustee Trustee, each Swap Counterparty and the Rating Agencies of such appointmentappointment (to the extent such party has not already been notified pursuant to the Transfer and Servicing Agreement), specifying in such notice the name and address of such Successor Servicer. (fe) The Issuer agrees that it will not, without the prior written consent of the Indenture Trustee (acting at the direction of the Noteholders of at least a majority of the Outstanding Principal Balance), amend, modify, waive, supplement, terminate or surrender, or agree to any amendment, modification, supplement, termination, waiver or surrender of, the terms of any Collateral (except to the extent otherwise in accordance with the Credit and Collection Policies) or the Related Documents, or not waive timely performance or observance by the Purchaser under the Purchase and Sale Agreement, the applicable Seller under the Sale Agreement or the Servicer under the Servicing Agreement; provided, that, no such amendment, modification, waiver, supplement, termination or surrender of terms of the Collateral or such waiver of performance shall: (i) increase or reduce in any manner the amount of, or accelerate or delay the timing of, deposits required to be made to the Trust Accounts and payments that are required to be made from the Trust Accounts for the benefit of the Noteholders, or (ii) reduce the aforesaid percentage of the Notes that are required to consent to any such amendment, in either case without the consent of the Noteholders of all the Outstanding Notes; provided, further, that the Issuer may, without the consent of the Noteholders, amend the Related Documents, to reflect any change in General Electric Company’s fiscal calendar, so long as the Issuer provides an Officer’s Certificate to the Indenture Trustee certifying that such amendment will not adversely affect in any material respect the interests of the Noteholders. If any such amendment, modification, waiver, supplement, termination or surrender of terms of the Collateral or such waiver of performance shall be so consented to by the Indenture Trustee acting at the direction of such Noteholders, the Issuer agrees, promptly following a request by the Indenture Trustee to do so, to execute and deliver, in its own name and at its own expense, such agreements, instruments, consents and other documents to effect such amendment, modification, waiver, supplement, termination or surrender. (g) The Issuer, at its own expense, shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Servicer of its obligations to the Issuer under or in connection with the Servicing Agreement or by the Purchaser of its obligations to the Issuer under or in connection with the Purchase and Sale Agreement in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Servicing Agreement (or under or in connection with the Purchase and Sale Agreement), including the transmission of notices of default on the part of the Servicer or the Purchaser thereunder and Originator of their respective duties under the institution of legal or administrative actions or proceedings to compel or secure performance by Transaction Documents if the Servicer effect thereof would adversely affect the Noteholders or the Purchaser of each of their obligations under the Servicing Agreement or the Purchase and Sale AgreementSwap Counterparties.

Performance of Obligations; Servicing of Loans. (a) The Issuer will not take any action and will use its best efforts not to permit any action to be taken by others that would release any Person from any of such Person's material covenants or obligations under any instrument or agreement included in the Collateral or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in this Indenture, the Servicing Agreement Basic Documents or such other instrument or agreement. (b) The Issuer may contract with or otherwise obtain the assistance of other Persons (including, without limitation, the Administrator under the Administration Agreement) to assist it in performing its duties under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an Officer's Certificate of the Issuer shall be deemed to be action taken by the Issuer. Initially, the Issuer has contracted with the Servicer and the Administrator to assist the Issuer in performing its duties under this Indenture. (c) The Issuer will punctually perform and observe all of its obligations and agreements contained in this Indenture, in the other Related Basic Documents and in the instruments and agreements included in the Collateral, including but not limited to (i) filing or causing to be filed all UCC financing statements and continuation statements required to be filed by the terms of this Indenture and the Sale and Servicing Agreement and (ii) recording or causing to be recorded all Mortgages, Assignments of Mortgage, all intervening Assignments of Mortgage and all assumption and modification agreements required to be recorded by the terms of the Sale and Servicing Agreement, in accordance with and within the time periods provided for herein in this Indenture and/or the Sale and Servicing Agreement, as applicable. Except as otherwise expressly provided therein, the Issuer shall not waive, amend, modify, supplement or terminate any Basic Document or any provision thereof without the consent of the Indenture Trustee and the Majority Noteholders. (cd) The If the Issuer hereby covenants and agrees that it will enforce the obligations shall have knowledge of the Servicer under occurrence of a Servicing Event of Default, the Issuer shall promptly notify the Indenture Trustee and the Noteholder Agent thereof, and shall specify in such notice the action, if any, the Issuer is taking with respect to such default. If a Servicing Agreement and if a Servicer Event of Default shall arise from the failure of the Servicer to perform any of its duties or obligations under the Sale and Servicing Agreement with respect to the Loans, the Issuer shall take all reasonable steps available to it to remedy such failure. (d) The Issuer hereby covenants and agrees that: (i) it shall promptly exercise its rights to terminate the Servicer pursuant to Section 5.1 of the Servicing Agreement upon the occurrence of a Servicer Default set forth in clause (a) of such section and (ii) prior to exercising its rights to terminate the Servicer pursuant to Section 5.1 of the Servicing Agreement upon the occurrence of a Servicer Default set forth in clause (b) of such section, obtain the consent of the Noteholders representing a majority of the Outstanding Principal Balance of the Notes. Within thirty (30) days after the giving of notice of termination to the Servicer of the Servicer’s rights and powers pursuant to Section 6.2 of the Servicing Agreement, the Issuer shall appoint a successor servicer (the “Successor Servicer”), such appointment to be reflected by a written assumption in a form acceptable to the Indenture Trustee. In the event that a Successor Servicer has not been appointed and accepted its appointment at the time when the previous Servicer ceases to act as Servicer, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer. The Indenture Trustee may resign as the Servicer by giving written notice of such resignation to the Issuer and in such event will be released from such duties and obligations, such release not to be effective until the date a Successor Servicer enters into a servicing agreement with the Issuer as provided below. Upon delivery of any such notice to the Issuer, the Issuer shall obtain a new servicer as the Successor Servicer under the Servicing Agreement. Any Successor Servicer other than the Indenture Trustee shall: (i) be an established financial institution having a net worth of not less than $50,000,000 and whose regular business includes the servicing of receivables and (ii) enter into a servicing agreement with the Issuer having substantially the same provisions as the provisions of the Servicing Agreement applicable to the Servicer. If the Indenture Trustee shall succeed to the previous Servicer’s duties as servicer of the Loans as provided herein, it shall do so in its individual capacity and not in its capacity as Indenture Trustee and, accordingly, the provisions of Article VI shall be inapplicable to the Indenture Trustee in its duties as the Successor Servicer and the servicing of the Loans. In case the Indenture Trustee becomes the Successor Servicer under the Servicing Agreement, the Indenture Trustee shall be entitled to the Servicing Fee and all funds relating to the Loans to which the Servicer would have been entitled if it had continued to act as Servicer under the Servicing Agreement (other than amounts which were due or would become due to the Servicer prior to its termination or resignation). In case the Indenture Trustee shall become the Successor Servicer under the Servicing Agreement, the Indenture Trustee shall be entitled to appoint as Servicer any one of its Affiliates; provided, that it shall be fully liable for the actions and omissions of such Affiliate in its capacity as Successor Servicer. If the Indenture Trustee shall become the Successor Servicer under the Servicing Agreement, the Indenture Trustee shall be entitled to appoint as Servicer any one of its Affiliates; provided, that it shall be fully liable for the actions and omissions of such Affiliate in its capacity as Successor Servicer. In case the Indenture Trustee becomes the Successor Servicer, it shall not be responsible for delays attributable to the Servicer's failure to deliver information, defects in the information supplied by the Servicer or other circumstances beyond its control as Successor Servicer. Upon the Indenture Trustee becoming the Successor Servicer, it shall make arrangements with the Servicer for the prompt and safe transfer of, and the Servicer shall provide to such Successor Servicer, all necessary servicing files and records, including (as deemed necessary by such Successor Servicer at such time): (i) microfiche loan documentation, (ii) servicing system tapes, (iii) Loans payment history, (iv) collections history and (v) the trial balances, as of the close of business on the day immediately preceding conversion to such Successor Servicer, reflecting all applicable information relating to the Loans. Upon the Indenture Trustee becoming the Successor Servicer, it shall have no responsibility and shall not be in default hereunder nor incur any liability for any failure, error, malfunction or any delay in carrying out any of its duties under this Indenture if any such failure or delay results from such Successor Servicer acting in accordance with information prepared or supplied by a Person other than such Successor Servicer or the failure of any such Person to prepare or provide such information. Upon the Indenture Trustee becoming the Successor Servicer, it shall have no responsibility, shall not be in default and shall incur no liability (i) for any act or failure to act by any third party, including the Servicer, or for any inaccuracy or omission in a notice or communication received by such Successor Servicer from any third party or (ii) which is due to or results from the invalidity, unenforceability of any Loan with applicable law or the breach or the inaccuracy of any representation or warranty made with respect to any Loan or its related Equipment. (e) Upon any termination of the Servicer’s rights and powers pursuant to the Servicing Agreement, the Issuer shall promptly notify the Indenture Trustee and each Rating Agency then rating the Notes. As soon as a Successor Servicer is appointed, the Issuer shall notify the Indenture Trustee of such appointment, specifying in such notice the name and address of such Successor Servicer. (f) The Issuer agrees that it will not, without the prior written consent of the Indenture Trustee (acting at the direction of the Noteholders of at least a majority of the Outstanding Principal Balance), amend, modify, waive, supplement, terminate or surrender, or agree to any amendment, modification, supplement, termination, waiver or surrender of, the terms of any Collateral (except to the extent otherwise in accordance with the Credit and Collection Policies) or the Related Documents, or waive timely performance or observance by the Purchaser under the Purchase and Sale Agreement, the applicable Seller under the Sale Agreement or the Servicer under the Servicing Agreement; provided, that, no such amendment, modification, waiver, supplement, termination or surrender of terms of the Collateral or such waiver of performance shall: (i) increase or reduce in any manner the amount of, or accelerate or delay the timing of, deposits required to be made to the Trust Accounts and payments that are required to be made from the Trust Accounts for the benefit of the Noteholders, or (ii) reduce the aforesaid percentage of the Notes that are required to consent to any such amendment, in either case without the consent of the Noteholders of all the Outstanding Notes; provided, further, that the Issuer may, without the consent of the Noteholders, amend the Related Documents, to reflect any change in General Electric Company’s fiscal calendar, so long as the Issuer provides an Officer’s Certificate to the Indenture Trustee certifying that such amendment will not adversely affect in any material respect the interests of the Noteholders. If any such amendment, modification, waiver, supplement, termination or surrender of terms of the Collateral or such waiver of performance shall be so consented to by the Indenture Trustee acting at the direction of such Noteholders, the Issuer agrees, promptly following a request by the Indenture Trustee to do so, to execute and deliver, in its own name and at its own expense, such agreements, instruments, consents and other documents to effect such amendment, modification, waiver, supplement, termination or surrender. (g) The Issuer, at its own expense, shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Servicer of its obligations to the Issuer under or in connection with the Servicing Agreement or by the Purchaser of its obligations to the Issuer under or in connection with the Purchase and Sale Agreement in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Servicing Agreement (or under or in connection with the Purchase and Sale Agreement), including the transmission of notices of default on the part of the Servicer or the Purchaser thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Servicer or the Purchaser of each of their obligations under the Servicing Agreement or the Purchase and Sale Agreement.

Performance of Obligations; Servicing of Loans. (a) The Issuer will not take any action and will use its best efforts not to permit any action to be taken by others that would release any Person from any of such Person's material covenants or obligations under any instrument or agreement included in the Collateral or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in this Indenture, the Sale and Servicing Agreement or such other instrument or agreement. (b) The Issuer may contract with or otherwise obtain the assistance of other Persons (including, without limitation, the Administrator under the Administration Agreement) to assist it in performing its duties under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an Officer's Certificate of the Issuer shall be deemed to be action taken by the Issuer. Initially, the Issuer has contracted with the Servicer and the Administrator to assist the Issuer in performing its duties under this Indenture. The Administrator must at all times be the same Person as the Indenture Trustee. (c) The Issuer will punctually perform and observe all of its obligations and agreements contained in this Indenture, the other Related Basic Documents and in the instruments and agreements included in the Collateral, including but not limited to (i) filing or causing to be filed all UCC financing statements and continuation statements required to be filed by the terms of this Indenture and the Sale and Servicing Agreement and (ii) recording or causing to be recorded all Mortgages, Assignments of Mortgage, all intervening Assignments of Mortgage and all assumption and modification agreements required to be recorded by the terms of the Sale and Servicing Agreement, in accordance with and within the time periods provided for herein in this Indenture and/or the Sale and Servicing Agreement, as applicable. Except as otherwise expressly provided therein, the Issuer shall not waive, amend, modify, supplement or terminate any Basic Document or any provision thereof without the consent of the Indenture Trustee and the Holders of at least a majority of the Outstanding Amount of the Notes. (cd) The If the Issuer hereby covenants and agrees that it will enforce the obligations shall have knowledge of the Servicer occurrence of an Event of Default under the Sale and Servicing Agreement Agreement, the Issuer shall promptly notify the Indenture Trustee and the Rating Agencies thereof, and shall specify in such notice the action, if a Servicer any, the Issuer is taking with respect to such default. If such an Event of Default shall arise from the failure of the Servicer to perform any of its duties or obligations under the Sale and Servicing Agreement with respect to the Loans, the Issuer shall take all reasonable steps available to it to remedy such failure. (de) The Issuer hereby covenants and agrees that: (i) it shall As promptly exercise its rights to terminate the Servicer pursuant to Section 5.1 of the Servicing Agreement upon the occurrence of a Servicer Default set forth in clause (a) of such section and (ii) prior to exercising its rights to terminate the Servicer pursuant to Section 5.1 of the Servicing Agreement upon the occurrence of a Servicer Default set forth in clause (b) of such section, obtain the consent of the Noteholders representing a majority of the Outstanding Principal Balance of the Notes. Within thirty (30) days as possible after the giving of notice of termination to the Servicer of the Servicer’s 's rights and powers pursuant to Section 6.2 10.1 of the Sale and Servicing Agreement, the Issuer Indenture Trustee shall appoint a successor servicer Servicer (the “"Successor Servicer”"), and such Successor Servicer shall accept its appointment to be reflected by a written assumption in a form acceptable to the Indenture Trustee. In the event that a Successor Servicer has not been appointed and accepted its appointment at the time when the previous Servicer ceases to act as Servicer, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer. The Indenture Trustee may resign as the Servicer by giving written notice of such resignation to the Issuer and in such event will be released from such duties and obligations, such release not to be effective until the date a Successor Servicer new servicer enters into a servicing agreement with the Issuer as provided below. Upon delivery of any such notice to the Issuer, the Issuer shall obtain a new servicer as the Successor Servicer under the Sale and Servicing Agreement. Any Successor Servicer other than the Indenture Trustee shall: shall (i) be an established financial institution having a net worth satisfy the criteria specified in Section 9.4(b) of not less than $50,000,000 the Sale and whose regular business includes the servicing of receivables Servicing Agreement and (ii) enter into a servicing agreement with the Issuer having substantially the same provisions as the provisions of the Sale and Servicing Agreement applicable to the Servicer. If within 30 days after the delivery of the notice referred to above, the Issuer shall not have obtained such a new servicer, the Indenture Trustee may appoint, or may petition a court of competent jurisdiction to appoint, a Successor Servicer. In connection with any such appointment, the Indenture Trustee may make such arrangements for the compensation of such successor as it and such successor shall agree, subject to the limitations set forth below and in the Sale and Servicing Agreement, and in accordance with Section 10.2 of the Sale and Servicing Agreement, the Issuer shall enter into an agreement with such successor for the servicing of the Loans (such agreement to be in form and substance satisfactory to the Indenture Trustee). The servicing fee paid to any Successor Servicer shall not be in excess of the Servicing Fee being paid to the initial Servicer. If the Indenture Trustee shall succeed to the previous Servicer’s 's duties as servicer of the Loans as provided herein, it shall do so in its individual capacity and not in its capacity as Indenture Trustee and, accordingly, the provisions of Article VI shall be inapplicable to the Indenture Trustee in its duties as the Successor Servicer and the servicing of the Loans. In case the Indenture Trustee becomes the shall become Successor Servicer under the Servicing Agreement, the Indenture Trustee shall be entitled to the Servicing Fee Sale and all funds relating to the Loans to which the Servicer would have been entitled if it had continued to act as Servicer under the Servicing Agreement (other than amounts which were due or would become due to the Servicer prior to its termination or resignation). In case the Indenture Trustee shall become the Successor Servicer under the Servicing Agreement, the Indenture Trustee shall be entitled to appoint as Servicer any one of its Affiliates; provided, provided that it shall be fully liable for the actions and omissions of such Affiliate in its such capacity as Successor Servicer. If the Indenture Trustee shall become the Successor Servicer under the Servicing Agreement, the Indenture Trustee shall be entitled to appoint as Servicer any one of its Affiliates; provided, that it shall be fully liable for the actions and omissions of such Affiliate in its capacity as Successor Servicer. In case the Indenture Trustee becomes the Successor Servicer, it shall not be responsible for delays attributable to the Servicer's failure to deliver information, defects in the information supplied by the Servicer or other circumstances beyond its control as Successor Servicer. Upon the Indenture Trustee becoming the Successor Servicer, it shall make arrangements with the Servicer for the prompt and safe transfer of, and the Servicer shall provide to such Successor Servicer, all necessary servicing files and records, including (as deemed necessary by such Successor Servicer at such time): (i) microfiche loan documentation, (ii) servicing system tapes, (iii) Loans payment history, (iv) collections history and (v) the trial balances, as of the close of business on the day immediately preceding conversion to such Successor Servicer, reflecting all applicable information relating to the Loans. Upon the Indenture Trustee becoming the Successor Servicer, it shall have no responsibility and shall not be in default hereunder nor incur any liability for any failure, error, malfunction or any delay in carrying out any of its duties under this Indenture if any such failure or delay results from such Successor Servicer acting in accordance with information prepared or supplied by a Person other than such Successor Servicer or the failure of any such Person to prepare or provide such information. Upon the Indenture Trustee becoming the Successor Servicer, it shall have no responsibility, shall not be in default and shall incur no liability (i) for any act or failure to act by any third party, including the Servicer, or for any inaccuracy or omission in a notice or communication received by such Successor Servicer from any third party or (ii) which is due to or results from the invalidity, unenforceability of any Loan with applicable law or the breach or the inaccuracy of any representation or warranty made with respect to any Loan or its related Equipment. (ef) Upon any termination of the Servicer’s 's rights and powers pursuant to the Sale and Servicing Agreement, the Issuer shall promptly notify the Indenture Trustee and each Rating Agency then rating the NotesTrustee. As soon as a Successor Servicer is appointed, the Issuer shall notify the Indenture Trustee of such appointment, specifying in such notice the name and address of such Successor Servicer. (fg) The Without derogating from the absolute nature of the assignment granted to the Indenture Trustee under this Indenture or the rights of the Indenture Trustee hereunder, the Issuer agrees (i) that it will not, without the prior written consent of the Indenture Trustee (acting at the direction of the Noteholders of at least a majority of the Outstanding Principal Balance)Trustee, amend, modify, waive, supplement, terminate or surrender, or agree to any amendment, modification, supplement, termination, waiver or surrender of, the terms of any Collateral (except to the extent otherwise provided in accordance with the Credit Sale and Collection PoliciesServicing Agreement) or the Related Basic Documents, or waive timely performance or observance by the Purchaser under Servicer or the Purchase and Sale Agreement, the applicable Seller Depositor under the Sale Agreement or the Servicer under the and Servicing Agreement; provided, that, no and (ii) that any such amendment, modification, waiver, supplement, termination or surrender of terms of the Collateral or such waiver of performance shall: amendment shall not (iA) increase or reduce in any manner the amount of, or accelerate or delay the timing of, deposits required to be made to the Trust Accounts and payments distributions that are required to be made from the Trust Accounts for the benefit of the Noteholders, Noteholders without the consent of 100% of the affected Noteholders or (iiB) reduce the aforesaid percentage of the Notes that are is required to consent to any such amendment, in either case without the consent of the Noteholders of all the Outstanding Notes; provided, further, that the Issuer may, without the consent 100% of the Noteholders, amend the Related Documents, to reflect any change in General Electric Company’s fiscal calendar, so long as the Issuer provides an Officer’s Certificate to the Indenture Trustee certifying that such amendment will not adversely affect in any material respect the interests of the affected Noteholders. If any such amendment, modification, waiver, supplement, termination supplement or surrender of terms of the Collateral or such waiver of performance shall be so consented to by the Indenture Trustee acting at the direction of such NoteholdersTrustee, the Issuer agrees, promptly following a request by the Indenture Trustee to do so, to execute and deliver, in its own name and at its own expense, such agreements, instruments, consents and other documents to effect such amendment, modification, waiver, supplement, termination or surrender. (g) The Issuer, at its own expense, shall take all such lawful action as the Indenture Trustee may request to compel deem necessary or secure appropriate in the performance and observance by the Servicer of its obligations to the Issuer under or in connection with the Servicing Agreement or by the Purchaser of its obligations to the Issuer under or in connection with the Purchase and Sale Agreement in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Servicing Agreement (or under or in connection with the Purchase and Sale Agreement), including the transmission of notices of default on the part of the Servicer or the Purchaser thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Servicer or the Purchaser of each of their obligations under the Servicing Agreement or the Purchase and Sale Agreementcircumstances.

Performance of Obligations; Servicing of Loans. (a) The Issuer will not take any action and will use its best efforts not to permit any action to be taken by others that would release any Person from any material covenants or obligations under any instrument or agreement included in the Collateral or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in this Indenture, the Servicing Agreement or such other instrument or agreement. (b) The Issuer will punctually perform and observe all of its obligations and agreements contained in this Indenture, the other Related Documents and in the instruments and agreements included in the Collateral, including filing or causing to be filed all UCC financing statements and continuation statements required to be filed by this Indenture and the Servicing Agreement in accordance with and within the time periods provided for herein and therein. (c) The Issuer hereby covenants and agrees that it will enforce the obligations of the Servicer under the Servicing Agreement and if a Servicer Default shall arise from the failure of the Servicer to perform any of its duties or obligations under the Servicing Agreement with respect to the Loans, the Issuer shall take all reasonable steps available to it to remedy such failure. (d) The Issuer hereby covenants and agrees that: (i) it shall promptly exercise its rights to terminate the Servicer pursuant to Section 5.1 of the Servicing Agreement upon the occurrence of a Servicer Default set forth in clause (a) of such section and (ii) prior to exercising its rights to terminate the Servicer pursuant to Section 5.1 of the Servicing Agreement upon the occurrence of a Servicer Default set forth in clause (b) of such section, obtain the consent of the Noteholders representing a majority of the Outstanding Principal Balance of the Notes. Within thirty (30) days after the giving of notice of termination to the Servicer of the Servicer’s rights and powers pursuant to Section 6.2 of the Servicing Agreement, the Issuer shall appoint a successor servicer (the “Successor Servicer”), such appointment to be reflected by a written assumption in a form acceptable to the Indenture Trustee. In the event that a Successor Servicer has not been appointed and accepted its appointment at the time when the previous Servicer ceases to act as Servicer, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer. The Indenture Trustee may resign as the Servicer by giving written notice of such resignation to the Issuer and in such event will be released from such duties and obligations, such release not to be effective until the date a Successor Servicer enters into a servicing agreement with the Issuer as provided below. Upon delivery of any such notice to the Issuer, the Issuer shall obtain a new servicer as the Successor Servicer under the Servicing Agreement. Any Successor Servicer other than the Indenture Trustee shall: (i) be an established financial institution having a net worth of not less than $50,000,000 and whose regular business includes the servicing of receivables and (ii) enter into a servicing agreement with the Issuer having substantially the same provisions as the provisions of the Servicing Agreement applicable to the Servicer. If the Indenture Trustee shall succeed to the previous Servicer’s duties as servicer of the Loans as provided herein, it shall do so in its individual capacity and not in its capacity as Indenture Trustee and, accordingly, the provisions of Article VI shall be inapplicable to the Indenture Trustee in its duties as the Successor Servicer and the servicing of the Loans. In case the Indenture Trustee becomes the Successor Servicer under the Servicing Agreement, the Indenture Trustee shall be entitled to the Servicing Fee and all funds relating to the Loans to which the Servicer would have been entitled if it had continued to act as Servicer under the Servicing Agreement (other than amounts which were due or would become due to the Servicer prior to its termination or resignation). In case the Indenture Trustee shall become the Successor Servicer under the Servicing Agreement, the Indenture Trustee shall be entitled to appoint as Servicer any one of its Affiliates; provided, that it shall be fully liable for the actions and omissions of such Affiliate in its capacity as Successor Servicer. If the Indenture Trustee shall become the Successor Servicer under the Servicing Agreement, the Indenture Trustee shall be entitled to appoint as Servicer any one of its Affiliates; provided, that it shall be fully liable for the actions and omissions of such Affiliate in its capacity as Successor Servicer. In case the Indenture Trustee becomes the Successor Servicer, it shall not be responsible for delays attributable to the Servicer's failure to deliver information, defects in the information supplied by the Servicer or other circumstances beyond its control as Successor Servicer. Upon the Indenture Trustee becoming the Successor Servicer, it shall make arrangements with the Servicer for the prompt and safe transfer of, and the Servicer shall provide to such Successor Servicer, all necessary servicing files and records, including (as deemed necessary by such Successor Servicer at such time): (i) microfiche loan documentation, (ii) servicing system tapes, (iii) Loans payment history, (iv) collections history and (v) the trial balances, as of the close of business on the day immediately preceding conversion to such Successor Servicer, reflecting all applicable information relating to the Loans. Upon the Indenture Trustee becoming the Successor Servicer, it shall have no responsibility and shall not be in default hereunder nor incur any liability for any failure, error, malfunction or any delay in carrying out any of its duties under this Indenture if any such failure or delay results from such Successor Servicer acting in accordance with information prepared or supplied by a Person other than such Successor Servicer or the failure of any such Person to prepare or provide such information. Upon the Indenture Trustee becoming the Successor Servicer, it shall have no responsibility, shall not be in default and shall incur no liability (i) for any act or failure to act by any third party, including the Servicer, or for any inaccuracy or omission in a notice or communication received by such Successor Servicer from any third party or (ii) which is due to or results from the invalidity, unenforceability of any Loan with applicable law or the breach or the inaccuracy of any representation or warranty made with respect to any Loan or its related Equipment. (e) Upon any termination of the Servicer’s rights and powers pursuant to the Servicing Agreement, the Issuer shall promptly notify the Indenture Trustee and each Rating Agency then rating the NotesMoody’s. As soon as a Successor Servicer is appointed, the Issuer shall notify the Indenture Trustee of such appointment, specifying in such notice the name and address of such Successor Servicer. (f) The Issuer agrees that it will not, without the prior written consent of the Indenture Trustee (acting at the direction of or the Noteholders of at least a majority of the Outstanding Principal Balance), amend, modify, waive, supplement, terminate or surrender, or agree to any amendment, modification, supplement, termination, waiver or surrender of, the terms of any Collateral (except to the extent otherwise in accordance with the Credit and Collection Policies) or the Related Documents, or waive timely performance or observance by the Purchaser under the Purchase and Sale Agreement, the applicable Seller under the Sale Agreement or the Servicer under the Servicing Agreement; provided, that, no such amendment, modification, waiver, supplement, termination amendment or surrender of terms of the Collateral or such waiver of performance shall: (i) increase or reduce in any manner the amount of, or accelerate or delay the timing of, deposits required to be made to the Trust Accounts and payments that are required to be made from the Trust Accounts for the benefit of the Noteholders, or (ii) reduce the aforesaid percentage of the Notes that are required to consent to any such amendment, in either case without the consent of the Noteholders of all the Outstanding Notes; provided, further, that the Issuer may, without the consent of the Noteholders, amend the Related Documents, to reflect any change in General Electric Company’s fiscal calendar, so long as the Issuer provides an Officer’s Certificate to the Indenture Trustee certifying that such amendment will not adversely affect in any material respect the interests of the Noteholders. If any such amendment, modification, waiver, supplement, termination supplement or surrender of terms of the Collateral or such waiver of performance shall be so consented to by the Indenture Trustee acting at the direction of or such Noteholders, the Issuer agrees, promptly following a request by the Indenture Trustee to do so, to execute and deliver, in its own name and at its own expense, such agreements, instruments, consents and other documents to effect such amendment, modification, waiver, supplement, termination as the Indenture Trustee may deem necessary or surrenderappropriate in the circumstances. (g) The Promptly following a request from the Indenture Trustee to do so and at the Issuer, at its own ’s expense, the Issuer shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Servicer of its obligations to the Issuer under or in connection with the Servicing Agreement or by the Purchaser of its obligations to the Issuer under or in connection with the Purchase and Sale Agreement in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Servicing Agreement (or under or in connection with the Purchase and Sale Agreement)) to the extent and in the manner directed by the Indenture Trustee, including the transmission of notices of default on the part of the Servicer or the Purchaser thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Servicer or the Purchaser of each of their obligations under the Servicing Agreement or the Purchase and Sale Agreement.

Performance of Obligations; Servicing of Loans. (a) The Issuer will shall not take any action and will shall use its best efforts not to permit any action to be taken by others that would release any Person from any of such Person’s material covenants or obligations under any instrument or agreement included in the Collateral Trust Estate or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in this Indenture, the Sale and Servicing Agreement or such other instrument or agreement. (b) The Issuer may contract with other Persons to assist it in performing its duties under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an Officer’s Certificate of the Issuer shall satisfy the obligations of the Issuer with respect thereto and shall be deemed to be an action taken by the Issuer. (c) The Issuer will punctually perform and observe all of its obligations and agreements contained in this Indenture, the other Related Transaction Documents and in the instruments and agreements included in relating to the CollateralTrust Estate, including but not limited to preparing, authorizing and filing or causing to be filed all UCC financing statements and continuation amendments to financing statements required to be filed by the terms of this Indenture and the Servicing Agreement other Transaction Documents in accordance with and within the time periods provided for herein and therein. (cd) The If the Issuer hereby covenants and agrees that it will enforce the obligations shall have knowledge of the occurrence of a Servicer Default under the Sale and Servicing Agreement Agreement, the Issuer shall promptly notify the Indenture Trustee and each Rating Agency thereof, and shall specify in such notice the action, if any, being taken with respect to such default. If a Servicer Default shall arise from the failure of the Servicer to perform any of its duties or obligations under the Sale and Servicing Agreement with respect to the LoansTrust Estate, the Issuer shall take all reasonable steps available to it to remedy such failure. (d) The Issuer hereby covenants and agrees that: (i) it shall promptly exercise its rights to terminate the Servicer pursuant to Section 5.1 of the Servicing Agreement upon the occurrence of a Servicer Default set forth in clause (a) of such section and (ii) prior to exercising its rights to terminate the Servicer pursuant to Section 5.1 of the Servicing Agreement upon the occurrence of a Servicer Default set forth in clause (b) of such section, obtain the consent of the Noteholders representing a majority of the Outstanding Principal Balance of the Notes. Within thirty (30) days after the giving of notice of termination to the Servicer of the Servicer’s rights and powers pursuant to Section 6.2 of the Servicing Agreement, the Issuer shall appoint a successor servicer (the “Successor Servicer”), such appointment to or as may be reflected directed by a written assumption in a form acceptable to the Indenture Trustee. In the event that a Successor Servicer has not been appointed and accepted its appointment at the time when the previous Servicer ceases to act as Servicer, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer. The Indenture Trustee may resign as the Servicer by giving written notice of such resignation to the Issuer and in such event will be released from such duties and obligations, such release not to be effective until the date a Successor Servicer enters into a servicing agreement with the Issuer as provided below. Upon delivery of any such notice to the Issuer, the Issuer shall obtain a new servicer as the Successor Servicer under the Servicing Agreement. Any Successor Servicer other than the Indenture Trustee shall: (i) be an established financial institution having a net worth of not less than $50,000,000 and whose regular business includes the servicing of receivables and (ii) enter into a servicing agreement with the Issuer having substantially the same provisions as the provisions of the Servicing Agreement applicable to the Servicer. If the Indenture Trustee shall succeed to the previous Servicer’s duties as servicer of the Loans as provided herein, it shall do so in its individual capacity and not in its capacity as Indenture Trustee and, accordingly, the provisions of Article VI shall be inapplicable to the Indenture Trustee in its duties as the Successor Servicer and the servicing of the Loans. In case the Indenture Trustee becomes the Successor Servicer under the Servicing Agreement, the Indenture Trustee shall be entitled to the Servicing Fee and all funds relating to the Loans to which the Servicer would have been entitled if it had continued to act as Servicer under the Servicing Agreement (other than amounts which were due or would become due to the Servicer prior to its termination or resignation). In case the Indenture Trustee shall become the Successor Servicer under the Servicing Agreement, the Indenture Trustee shall be entitled to appoint as Servicer any one of its Affiliates; provided, that it shall be fully liable for the actions and omissions of such Affiliate in its capacity as Successor Servicer. If the Indenture Trustee shall become the Successor Servicer under the Servicing Agreement, the Indenture Trustee shall be entitled to appoint as Servicer any one of its Affiliates; provided, that it shall be fully liable for the actions and omissions of such Affiliate in its capacity as Successor Servicer. In case the Indenture Trustee becomes the Successor Servicer, it shall not be responsible for delays attributable to the Servicer's failure to deliver information, defects in the information supplied by the Servicer or other circumstances beyond its control as Successor Servicer. Upon the Indenture Trustee becoming the Successor Servicer, it shall make arrangements with the Servicer for the prompt and safe transfer of, and the Servicer shall provide to such Successor Servicer, all necessary servicing files and records, including (as deemed necessary by such Successor Servicer at such time): (i) microfiche loan documentation, (ii) servicing system tapes, (iii) Loans payment history, (iv) collections history and (v) the trial balances, as of the close of business on the day immediately preceding conversion to such Successor Servicer, reflecting all applicable information relating to the Loans. Upon the Indenture Trustee becoming the Successor Servicer, it shall have no responsibility and shall not be in default hereunder nor incur any liability for any failure, error, malfunction or any delay in carrying out any of its duties under this Indenture if any such failure or delay results from such Successor Servicer acting in accordance with information prepared or supplied by a Person other than such Successor Servicer or the failure of any such Person to prepare or provide such information. Upon the Indenture Trustee becoming the Successor Servicer, it shall have no responsibility, shall not be in default and shall incur no liability (i) for any act or failure to act by any third party, including the Servicer, or for any inaccuracy or omission in a notice or communication received by such Successor Servicer from any third party or (ii) which is due to or results from the invalidity, unenforceability of any Loan with applicable law or the breach or the inaccuracy of any representation or warranty made with respect to any Loan or its related Equipment. (e) Upon any termination of the Servicer’s rights and powers pursuant to the Servicing Agreement, the Issuer shall promptly notify the Indenture Trustee and each Rating Agency then rating the Notes. As soon as a Successor Servicer is appointed, the Issuer shall notify the Indenture Trustee of such appointment, specifying in such notice the name and address of such Successor Servicer. (f) The Issuer agrees that it will not, without the prior written consent of the Indenture Trustee (acting at the written direction of the Noteholders of at least a majority of Required Noteholders) to remedy such failure or to cause such failure to be remedied. (e) The Issuer shall deliver any Loan Schedule (as defined in the Outstanding Principal Balance), amend, modify, waive, supplement, terminate or surrender, or agree to any amendment, modification, supplement, termination, waiver or surrender of, the terms of any Collateral (except Sale and Servicing Agreement) received by it pursuant to the extent otherwise in accordance with the Credit Sale and Collection Policies) or the Related Documents, or waive timely performance or observance by the Purchaser under the Purchase and Sale Agreement, the applicable Seller under the Sale Servicing Agreement or the Servicer under the Servicing Agreement; provided, that, no such amendment, modification, waiver, supplement, termination or surrender of terms of the Collateral or such waiver of performance shall: (i) increase or reduce in any manner the amount of, or accelerate or delay the timing of, deposits required to be made to the Trust Accounts and payments that are required to be made from the Trust Accounts for the benefit of the Noteholders, or (ii) reduce the aforesaid percentage of the Notes that are required to consent to any such amendment, in either case without the consent of the Noteholders of all the Outstanding Notes; provided, further, that the Issuer may, without the consent of the Noteholders, amend the Related Documents, to reflect any change in General Electric Company’s fiscal calendar, so long as the Issuer provides an Officer’s Certificate to the Indenture Trustee certifying that such amendment will not adversely affect in any material respect the interests of the Noteholders. If any such amendment, modification, waiver, supplement, termination or surrender of terms of the Collateral or such waiver of performance shall be so consented to by the Indenture Trustee acting at the direction of such Noteholders, the Issuer agrees, promptly following a request by the Indenture Trustee to do so, to execute and deliver, in its own name and at its own expense, such agreements, instruments, consents and other documents to effect such amendment, modification, waiver, supplement, termination or surrenderTrustee. (g) The Issuer, at its own expense, shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Servicer of its obligations to the Issuer under or in connection with the Servicing Agreement or by the Purchaser of its obligations to the Issuer under or in connection with the Purchase and Sale Agreement in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Servicing Agreement (or under or in connection with the Purchase and Sale Agreement), including the transmission of notices of default on the part of the Servicer or the Purchaser thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Servicer or the Purchaser of each of their obligations under the Servicing Agreement or the Purchase and Sale Agreement.

Performance of Obligations; Servicing of Loans. (a) The Issuer will shall not take any action and will shall use its best efforts not to permit any action to be taken by others that would release any Person from any of such Person’s material covenants or obligations under any instrument or agreement included in the Collateral Trust Estate or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in this Indenture, the Sale and Servicing Agreement or such other instrument or agreement. (b) To the extent permitted by the Transaction Documents, the Issuer may contract with other Persons to assist it in performing its duties under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an Officer’s Certificate of the Issuer shall satisfy the obligations of the Issuer with respect thereto and shall be deemed to be an action taken by the Issuer. (c) The Issuer and the Issuer Loan Trustee will punctually perform and observe all of its obligations and agreements contained in this Indenture, the other Related Transaction Documents and in the instruments and agreements included in relating to the CollateralTrust Estate, including but not limited to preparing, authorizing and filing or causing to be filed all UCC financing statements and continuation amendments to financing statements required to be filed by the terms of this Indenture and the Servicing Agreement other Transaction Documents in accordance with and within the time periods provided for herein and therein. (cd) The If the Issuer hereby covenants and agrees that it will enforce the obligations shall have knowledge of the occurrence of a Servicer Default under the Sale and Servicing Agreement Agreement, the Issuer shall promptly notify the Indenture Trustee, the Administrative Agent, and the Rating Agency thereof, and shall specify in such notice the action, if any, being taken with respect to such default. If a Servicer Default shall arise from the failure of the Servicer to perform any of its duties or obligations under the Sale and Servicing Agreement with respect to the LoansTrust Estate, the Issuer shall take all reasonable steps available to it to remedy such failure. (d) The Issuer hereby covenants and agrees that: (i) it shall promptly exercise its rights to terminate the Servicer pursuant to Section 5.1 of the Servicing Agreement upon the occurrence of a Servicer Default set forth in clause (a) of such section and (ii) prior to exercising its rights to terminate the Servicer pursuant to Section 5.1 of the Servicing Agreement upon the occurrence of a Servicer Default set forth in clause (b) of such section, obtain the consent of the Noteholders representing a majority of the Outstanding Principal Balance of the Notes. Within thirty (30) days after the giving of notice of termination to the Servicer of the Servicer’s rights and powers pursuant to Section 6.2 of the Servicing Agreement, the Issuer shall appoint a successor servicer (the “Successor Servicer”), such appointment to or as may be reflected directed by a written assumption in a form acceptable to the Indenture Trustee. In the event that a Successor Servicer has not been appointed and accepted its appointment at the time when the previous Servicer ceases to act as Servicer, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer. The Indenture Trustee may resign as the Servicer by giving written notice of such resignation to the Issuer and in such event will be released from such duties and obligations, such release not to be effective until the date a Successor Servicer enters into a servicing agreement with the Issuer as provided below. Upon delivery of any such notice to the Issuer, the Issuer shall obtain a new servicer as the Successor Servicer under the Servicing Agreement. Any Successor Servicer other than the Indenture Trustee shall: (i) be an established financial institution having a net worth of not less than $50,000,000 and whose regular business includes the servicing of receivables and (ii) enter into a servicing agreement with the Issuer having substantially the same provisions as the provisions of the Servicing Agreement applicable to the Servicer. If the Indenture Trustee shall succeed to the previous Servicer’s duties as servicer of the Loans as provided herein, it shall do so in its individual capacity and not in its capacity as Indenture Trustee and, accordingly, the provisions of Article VI shall be inapplicable to the Indenture Trustee in its duties as the Successor Servicer and the servicing of the Loans. In case the Indenture Trustee becomes the Successor Servicer under the Servicing Agreement, the Indenture Trustee shall be entitled to the Servicing Fee and all funds relating to the Loans to which the Servicer would have been entitled if it had continued to act as Servicer under the Servicing Agreement (other than amounts which were due or would become due to the Servicer prior to its termination or resignation). In case the Indenture Trustee shall become the Successor Servicer under the Servicing Agreement, the Indenture Trustee shall be entitled to appoint as Servicer any one of its Affiliates; provided, that it shall be fully liable for the actions and omissions of such Affiliate in its capacity as Successor Servicer. If the Indenture Trustee shall become the Successor Servicer under the Servicing Agreement, the Indenture Trustee shall be entitled to appoint as Servicer any one of its Affiliates; provided, that it shall be fully liable for the actions and omissions of such Affiliate in its capacity as Successor Servicer. In case the Indenture Trustee becomes the Successor Servicer, it shall not be responsible for delays attributable to the Servicer's failure to deliver information, defects in the information supplied by the Servicer or other circumstances beyond its control as Successor Servicer. Upon the Indenture Trustee becoming the Successor Servicer, it shall make arrangements with the Servicer for the prompt and safe transfer of, and the Servicer shall provide to such Successor Servicer, all necessary servicing files and records, including (as deemed necessary by such Successor Servicer at such time): (i) microfiche loan documentation, (ii) servicing system tapes, (iii) Loans payment history, (iv) collections history and (v) the trial balances, as of the close of business on the day immediately preceding conversion to such Successor Servicer, reflecting all applicable information relating to the Loans. Upon the Indenture Trustee becoming the Successor Servicer, it shall have no responsibility and shall not be in default hereunder nor incur any liability for any failure, error, malfunction or any delay in carrying out any of its duties under this Indenture if any such failure or delay results from such Successor Servicer acting in accordance with information prepared or supplied by a Person other than such Successor Servicer or the failure of any such Person to prepare or provide such information. Upon the Indenture Trustee becoming the Successor Servicer, it shall have no responsibility, shall not be in default and shall incur no liability (i) for any act or failure to act by any third party, including the Servicer, or for any inaccuracy or omission in a notice or communication received by such Successor Servicer from any third party or (ii) which is due to or results from the invalidity, unenforceability of any Loan with applicable law or the breach or the inaccuracy of any representation or warranty made with respect to any Loan or its related Equipment. (e) Upon any termination of the Servicer’s rights and powers pursuant to the Servicing Agreement, the Issuer shall promptly notify the Indenture Trustee and each Rating Agency then rating the Notes. As soon as a Successor Servicer is appointed, the Issuer shall notify the Indenture Trustee of such appointment, specifying in such notice the name and address of such Successor Servicer. (f) The Issuer agrees that it will not, without the prior written consent of the Indenture Trustee (acting at the written direction of the Noteholders of at least a majority of Required Noteholders) to remedy such failure or to cause such failure to be remedied. (e) The Issuer shall deliver any Loan Schedule (as defined in the Outstanding Principal Balance), amend, modify, waive, supplement, terminate or surrender, or agree to any amendment, modification, supplement, termination, waiver or surrender of, the terms of any Collateral (except Sale and Servicing Agreement) received by it pursuant to the extent otherwise in accordance with the Credit Sale and Collection Policies) or the Related Documents, or waive timely performance or observance by the Purchaser under the Purchase and Sale Agreement, the applicable Seller under the Sale Servicing Agreement or the Servicer under the Servicing Agreement; provided, that, no such amendment, modification, waiver, supplement, termination or surrender of terms of the Collateral or such waiver of performance shall: (i) increase or reduce in any manner the amount of, or accelerate or delay the timing of, deposits required to be made to the Trust Accounts and payments that are required to be made from the Trust Accounts for the benefit of the Noteholders, or (ii) reduce the aforesaid percentage of the Notes that are required to consent to any such amendment, in either case without the consent of the Noteholders of all the Outstanding Notes; provided, further, that the Issuer may, without the consent of the Noteholders, amend the Related Documents, to reflect any change in General Electric Company’s fiscal calendar, so long as the Issuer provides an Officer’s Certificate to the Indenture Trustee certifying that such amendment will not adversely affect in any material respect the interests of the Noteholders. If any such amendment, modification, waiver, supplement, termination or surrender of terms of the Collateral or such waiver of performance shall be so consented to by the Indenture Trustee acting at the direction of such Noteholders, the Issuer agrees, promptly following a request by the Indenture Trustee to do so, to execute and deliver, in its own name and at its own expense, such agreements, instruments, consents and other documents to effect such amendment, modification, waiver, supplement, termination or surrenderTrustee. (g) The Issuer, at its own expense, shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Servicer of its obligations to the Issuer under or in connection with the Servicing Agreement or by the Purchaser of its obligations to the Issuer under or in connection with the Purchase and Sale Agreement in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Servicing Agreement (or under or in connection with the Purchase and Sale Agreement), including the transmission of notices of default on the part of the Servicer or the Purchaser thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Servicer or the Purchaser of each of their obligations under the Servicing Agreement or the Purchase and Sale Agreement.

Performance of Obligations; Servicing of Loans. (a) The Issuer will not take any action and will use its best efforts not to permit any action to be taken by others that would release any Person from any of such Person s material covenants or obligations under any an instrument or agreement included in the Collateral Pledged Assets or that would result in the amendment, hypothecation, subordination, amendment hypothecation subordination termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, agreement except as expressly provided in this IndentureTrust Agreement or the related Supplemental Trust Agreement The Issuer may contract with other Persons to assist it in performing its duties under this Trust Agreement, and any performance of such duties by a Person identified to the Trustee in an Officer's Certificate of the Issuer shall be deemed to be action taken by the Issuer Initially, the Servicing Issuer has contracted with the Servicer and the Eligible Lender Trustee to assist the Issuer in performing its duties under this Trust Agreement or such other instrument or agreement. (b) The Issuer will punctually perform and observe all of its obligations and agreements contained in this IndentureTrust Agreement, the other Related Basic Documents and in the instruments and agreements included in the Collateral, Pledged Assets including filing or causing to be filed all UCC financing statements Statements and continuation statements required to be filed by the terms of this Indenture Trust Agreement and the Servicing related Supplemental Trust Agreement in accordance with and within the time periods provided for herein and therein. (c) The . Except as otherwise expressly provided therein the Issuer hereby covenants and agrees that it will enforce shall not waive amend modify supplement or terminate any Basic Document or any provision thereof without the obligations consent of either the Trustee or the Note Owners of at least a majority of the Servicer under Outstanding Amount of the Servicing Agreement and if Notes Outstanding (including at least a majority in outstanding principal amount of the Senior Notes). If the Issuer shall have knowledge of the occurrence of a Servicer Default default or an Administrator default, the Issuer shall promptly notify in writing the Trustee and the Rating Agencies thereof, and shall specify in such notice the action, if any, the Issuer is taking with respect to such default If a Servicer default shall arise from the failure of the Servicer to perform any of its duties or obligations under the Servicing Agreement or an Administrator Default shall arise from the failure of the Administrator to perform any of its duties or obligations under the Administration Agreement with respect to the Loans, Loans the Issuer shall take all reasonable steps available to it to remedy such failure. (d) The Issuer hereby covenants and agrees that: (i) it shall promptly exercise enforce its rights to terminate under the Servicer pursuant to Section 5.1 of the Servicing respective Agreement upon the occurrence of a Servicer Default set forth in clause (a) respect of such section and (ii) prior to exercising its rights to terminate the Servicer pursuant to Section 5.1 of the Servicing Agreement upon the occurrence of a Servicer Default set forth in clause (b) of such section, obtain the consent of the Noteholders representing a majority of the Outstanding Principal Balance of the Notes. Within thirty (30) days failure As promptly as possible after the giving of notice of termination to the Servicer of or to the Servicer’s rights and powers pursuant to Section 6.2 of the Servicing Agreement, Administrator the Issuer shall appoint a successor servicer (the “"Successor Servicer”") or a successor administrator (the "Successor Administrator"), and such Successor Servicer or Successor Administrator, as the case may be, shall accept its appointment to be reflected by a written assumption in a form acceptable to the Indenture Trustee. Trustee In the event that a Successor Servicer or Successor Administrator has not been appointed and accepted its appointment at the time when the previous Servicer or Administrator, as the case may be ceases to act as Servicer, Servicer or Administrator as the Indenture Trustee without further action shall automatically case may be appointed the Successor Servicer. The Indenture Trustee may resign as the Servicer by giving written notice appoint or may petition a court of such resignation competent jurisdiction to the Issuer and in such event will be released from such duties and obligations, such release not to be effective until the date appoint a Successor Servicer enters into a servicing agreement with or Successor Administrator provided that the Issuer Trustee shall have no duty to act as Servicer under any circumstances and, provided below. Upon delivery further that the Trustee shall not be held accountable for the actions or the failure to act of any successor Servicer appointed by the Trustee in the exercise of reasonable judgment. In connection with any such notice to the Issuerappointment, the Issuer Trustee may make such arrangements for the compensation of such successor as it and such successor shall obtain a new servicer as the Successor Servicer under the Servicing Agreement. agree Any Successor Servicer other than the Indenture Trustee shall: shall (i) be an established financial institution having a net worth of not less than $50,000,000 and whose regular business includes the servicing of receivables student loans and (ii) enter into a servicing agreement with the Issuer having substantially the same provisions as the provisions of the Servicing Agreement applicable to the Servicer. If the Indenture Trustee Servicer The Issuer shall succeed to the previous Servicer’s duties as servicer of the Loans as provided herein, it shall do so in its individual capacity and not in its capacity as Indenture Trustee and, accordingly, the provisions of Article VI shall be inapplicable to the Indenture Trustee in its duties as the Successor Servicer and enter into an agreement with such successor for the servicing of the Loans. In case the Indenture Trustee becomes the Successor Servicer under the Servicing Agreement, the Indenture Trustee shall Loans (such Agreement to be entitled in form and substance satisfactory to the Servicing Fee and all funds relating to the Loans to which the Servicer would have been entitled if it had continued to act as Servicer under the Servicing Agreement (other than amounts which were due or would become due to the Servicer prior to its termination or resignation). In case the Indenture Trustee shall become the Successor Servicer under the Servicing Agreement, the Indenture Trustee shall be entitled to appoint as Servicer any one of its Affiliates; provided, that it shall be fully liable for the actions and omissions of such Affiliate in its capacity as Successor Servicer. If the Indenture Trustee shall become the Successor Servicer under the Servicing Agreement, the Indenture Trustee shall be entitled to appoint as Servicer any one of its Affiliates; provided, that it shall be fully liable for the actions and omissions of such Affiliate in its capacity as Successor Servicer. In case the Indenture Trustee becomes the Successor Servicer, it shall not be responsible for delays attributable to the Servicer's failure to deliver information, defects in the information supplied by the Servicer or other circumstances beyond its control as Successor Servicer. Upon the Indenture Trustee becoming the Successor Servicer, it shall make arrangements with the Servicer for the prompt and safe transfer of, and the Servicer shall provide to such Successor Servicer, all necessary servicing files and records, including (as deemed necessary by such Successor Servicer at such time): (i) microfiche loan documentation, (ii) servicing system tapes, (iii) Loans payment history, (iv) collections history and (v) the trial balances, as of the close of business on the day immediately preceding conversion to such Successor Servicer, reflecting all applicable information relating to the Loans. Upon the Indenture Trustee becoming the Successor Servicer, it shall have no responsibility and shall not be in default hereunder nor incur any liability for any failure, error, malfunction or any delay in carrying out any of its duties under this Indenture if any such failure or delay results from such Successor Servicer acting in accordance with information prepared or supplied by a Person other than such Successor Servicer or the failure of any such Person to prepare or provide such information. Upon the Indenture Trustee becoming the Successor Servicer, it shall have no responsibility, shall not be in default and shall incur no liability (i) for any act or failure to act by any third party, including the Servicer, or for any inaccuracy or omission in a notice or communication received by such Successor Servicer from any third party or (ii) which is due to or results from the invalidity, unenforceability of any Loan with applicable law or the breach or the inaccuracy of any representation or warranty made with respect to any Loan or its related Equipment. (eTrustee) Upon any termination of the Servicer’s Servicer s rights and powers pursuant to the related Servicing Agreement or any termination of the Administrators rights and powers pursuant to the related Administration Agreement, as the case may be, the Issuer shall promptly notify the Indenture Trustee and each Rating Agency then rating the Notes. As soon as a Successor Servicer or a Successor Administrator is appointed, the Issuer shall notify the Indenture Trustee of such appointment, specifying in such notice the name and address of such Successor Servicer. (f) The Servicer or such Successor Administrator Without derogating from the absolute nature of the assignment granted to the Trustee under any Supplemental Trust Agreement or the rights of the Trustee hereunder the Issuer agrees that it will not, not without the prior written consent of either the Indenture Trustee (acting at or the direction of the Noteholders Note Owners of at least a majority in Outstanding Amount of the Notes then outstanding (including at least a majority in Outstanding Principal Balanceprincipal amount of the Senior Notes), amend, amend modify, waive, supplement, terminate terminate, or surrender, or agree to any amendment, amendment modification, supplement, termination, supplement termination waiver or surrender of, the terms of (i) any Collateral portion of the Pledged Assets or, as applicable, (except to ii) the extent otherwise in accordance with the Credit and Collection Policies) or the Related Basic Documents, or waive timely performance or observance by the Purchaser Servicer the Administrator the Issuer or the Eligible Lender Trustee under the Purchase and Sale Agreement, the applicable Seller under the Sale Agreement or the Servicer under the Servicing Agreement; related Agreements provided, thathowever, that no such amendment, modification, waiver, supplement, termination or surrender of terms of the Collateral or such waiver of performance shall: amendment shall (i) increase i)increase or reduce in any manner the amount of, or accelerate or delay the timing of, deposits required to be made to the Trust Accounts and payments distributions that are required to be made from the Trust Accounts for the benefit of the NoteholdersNote Owners, or (ii) reduce the aforesaid percentage of the Notes that which are required to consent to any such amendment, in either case without the consent of the Noteholders Note owners of all the Outstanding outstanding Notes; provided, further, that the Issuer may, without the consent of the Noteholders, amend the Related Documents, to reflect any change in General Electric Company’s fiscal calendar, so long as the Issuer provides an Officer’s Certificate to the Indenture Trustee certifying that such amendment will not adversely affect in any material respect the interests of the Noteholders. If any such amendment, modification, waiver, supplement, termination amendment modification supplement or surrender of terms of the Collateral or such waiver of performance shall should be so consented to by the Indenture Trustee acting at the direction of or such Noteholders, Note Owners the Issuer agrees, promptly agrees or following a request by the Indenture Trustee to do so, so to execute and deliver, deliver in its own name and at its own expense, expense such agreements, instruments, instruments consents and other documents to effect such amendment, modification, waiver, supplement, termination or surrender. (g) The Issuer, at its own expense, shall take all such lawful action as the Indenture Trustee may request to compel deem necessary or secure appropriate in the performance and observance by the Servicer of its obligations to the Issuer under or in connection with the Servicing Agreement or by the Purchaser of its obligations to the Issuer under or in connection with the Purchase and Sale Agreement in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Servicing Agreement (or under or in connection with the Purchase and Sale Agreement), including the transmission of notices of default on the part of the Servicer or the Purchaser thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Servicer or the Purchaser of each of their obligations under the Servicing Agreement or the Purchase and Sale Agreementcircumstances.

Performance of Obligations; Servicing of Loans. (ai) The Issuer Trust will not take any action and will use its best efforts not to permit any action to be taken by others that would release any Person from any of such Person's material covenants or obligations under any instrument or agreement included in the Collateral Owner Trust Estate or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in this Indenture, the Servicing Agreement Basic Documents or such other instrument or agreement. (bii) The Issuer Trust may contract with or otherwise obtain the assistance of other Persons (including, without limitation, the Administrator under the Administration Agreement) to assist it in performing its duties under this Agreement, and any performance of such duties by a Person identified to the Owner Trustee in an Officer's Certificate of the Trust shall be deemed to be action taken by the Trust. Initially, the Trust has contracted with the Servicer and the Administrator to assist the Trust in performing its duties under this Agreement. (iii) The Trust will punctually perform and observe all of its obligations and agreements contained in this IndentureAgreement, in the other Related Basic Documents and in the instruments and agreements included in the CollateralOwner Trust Estate, including but not limited to (A) filing or causing to be filed all UCC financing statements Financing Statements and continuation statements required to be filed by the terms of this Indenture Agreement and (B) recording or causing to be recorded all Mortgages, Assignments of Mortgage, all intervening assignments of mortgage and all assumption and modification agreements required to be recorded by the Servicing Agreement terms of this Agreement, in accordance with and within the time periods provided for herein and in this Agreement. Except as otherwise expressly provided therein. (c) The Issuer hereby covenants and agrees that it will enforce the obligations of the Servicer under the Servicing Agreement and if a Servicer Default shall arise from the failure of the Servicer to perform any of its duties or obligations under the Servicing Agreement with respect to the Loans, the Issuer Trust shall take all reasonable steps available to it to remedy such failure. (d) The Issuer hereby covenants and agrees that: (i) it shall promptly exercise its rights to not waive, amend, modify, supplement or terminate the Servicer pursuant to Section 5.1 of the Servicing Agreement upon the occurrence of a Servicer Default set forth in clause (a) of such section and (ii) prior to exercising its rights to terminate the Servicer pursuant to Section 5.1 of the Servicing Agreement upon the occurrence of a Servicer Default set forth in clause (b) of such section, obtain any Basic Document or any provision thereof without the consent of the Noteholders representing a majority of the Outstanding Principal Balance of the Notes. Within thirty (30) days after the giving of notice of termination to the Servicer of the Servicer’s rights and powers pursuant to Section 6.2 of the Servicing Agreement, the Issuer shall appoint a successor servicer (the “Successor Servicer”), such appointment to be reflected by a written assumption in a form acceptable to the Indenture Trustee. In the event that a Successor Servicer has not been appointed and accepted its appointment at the time when the previous Servicer ceases to act as Servicer, the Indenture Owner Trustee without further action shall automatically be appointed the Successor Servicer. The Indenture Trustee may resign as the Servicer by giving written notice of such resignation to the Issuer and in such event will be released from such duties and obligations, such release not to be effective until the date a Successor Servicer enters into a servicing agreement with the Issuer as provided below. Upon delivery of any such notice to the Issuer, the Issuer shall obtain a new servicer as the Successor Servicer under the Servicing Agreement. Any Successor Servicer other than the Indenture Trustee shall: (i) be an established financial institution having a net worth of not less than $50,000,000 and whose regular business includes the servicing of receivables and (ii) enter into a servicing agreement with the Issuer having substantially the same provisions as the provisions of the Servicing Agreement applicable to the Servicer. If the Indenture Trustee shall succeed to the previous Servicer’s duties as servicer of the Loans as provided herein, it shall do so in its individual capacity and not in its capacity as Indenture Trustee and, accordingly, the provisions of Article VI shall be inapplicable to the Indenture Trustee in its duties as the Successor Servicer and the servicing of the Loans. In case the Indenture Trustee becomes the Successor Servicer under the Servicing Agreement, the Indenture Trustee shall be entitled to the Servicing Fee and all funds relating to the Loans to which the Servicer would have been entitled if it had continued to act as Servicer under the Servicing Agreement (other than amounts which were due or would become due to the Servicer prior to its termination or resignation). In case the Indenture Trustee shall become the Successor Servicer under the Servicing Agreement, the Indenture Trustee shall be entitled to appoint as Servicer any one of its Affiliates; provided, that it shall be fully liable for the actions and omissions of such Affiliate in its capacity as Successor Servicer. If the Indenture Trustee shall become the Successor Servicer under the Servicing Agreement, the Indenture Trustee shall be entitled to appoint as Servicer any one of its Affiliates; provided, that it shall be fully liable for the actions and omissions of such Affiliate in its capacity as Successor Servicer. In case the Indenture Trustee becomes the Successor Servicer, it shall not be responsible for delays attributable to the Servicer's failure to deliver information, defects in the information supplied by the Servicer or other circumstances beyond its control as Successor Servicer. Upon the Indenture Trustee becoming the Successor Servicer, it shall make arrangements with the Servicer for the prompt and safe transfer of, and the Servicer shall provide to such Successor Servicer, all necessary servicing files and records, including (as deemed necessary by such Successor Servicer at such time): (i) microfiche loan documentation, (ii) servicing system tapes, (iii) Loans payment history, Majority Certificateholders. (iv) collections history and (v) If the trial balances, as Trust shall have knowledge of the close occurrence of business on the day immediately preceding conversion to such Successor Servicer, reflecting all applicable information relating to the Loans. Upon the Indenture Trustee becoming the Successor Servicer, it shall have no responsibility and shall not be in default hereunder nor incur any liability for any failure, error, malfunction or any delay in carrying out any an Event of its duties under this Indenture if any such failure or delay results from such Successor Servicer acting in accordance with information prepared or supplied by a Person other than such Successor Servicer or the failure of any such Person to prepare or provide such information. Upon the Indenture Trustee becoming the Successor Servicer, it shall have no responsibility, shall not be in default and shall incur no liability (i) for any act or failure to act by any third party, including the Servicer, or for any inaccuracy or omission in a notice or communication received by such Successor Servicer from any third party or (ii) which is due to or results from the invalidity, unenforceability of any Loan with applicable law or the breach or the inaccuracy of any representation or warranty made with respect to any Loan or its related Equipment. (e) Upon any termination of the Servicer’s rights and powers pursuant to the Servicing AgreementDefault, the Issuer Trust shall promptly notify the Indenture Owner Trustee and each Rating Agency then rating the Notes. As soon as a Successor Servicer is appointedMajority Certificateholders thereof, the Issuer and shall notify the Indenture Trustee of such appointment, specifying specify in such notice the name and address of action, if any, the Trust is taking with respect to such Successor Servicerdefault. (fv) The Issuer Trust agrees (A) that it will not, without the prior written consent of the Indenture Trustee (acting at the direction of the Noteholders of at least a majority of the Outstanding Principal Balance)Owner Trustee, amend, modify, waive, supplement, terminate or surrender, or agree to any amendment, modification, supplement, termination, waiver or surrender of, the terms of any Collateral part of the Owner Trust Estate (except to the extent otherwise in accordance with permitted by the Credit and Collection Policies) or the Related Basic -71- 79 Documents), or waive timely performance or observance by the Purchaser under the Purchase and Sale AgreementLoan Originator, the applicable Seller under the Sale Agreement Servicer or the Servicer Depositor under the Servicing this Agreement; provided, that, no and (B) that any such amendment, modification, waiver, supplement, termination or surrender of terms of the Collateral or such waiver of performance shall: amendment shall not (i1) increase or reduce in any manner the amount of, or accelerate or delay the timing of, deposits required to be made to the Trust Accounts and payments distributions that are required to be made from the Trust Accounts for the benefit of the Noteholders, Certificateholders or (ii2) reduce the aforesaid percentage of the Notes Certificates that are is required to consent to any such amendment, in either case without the consent of the Noteholders Certificateholders evidencing 100% Percentage Interests of all the Outstanding Notes; provided, further, that the Issuer may, without the consent of the Noteholders, amend the Related Documents, to reflect any change in General Electric Company’s fiscal calendar, so long as the Issuer provides an Officer’s Certificate to the Indenture Trustee certifying that such amendment will not adversely affect in any material respect the interests of the NoteholdersCertificates. If any such amendment, modification, waiver, supplement, termination supplement or surrender of terms of the Collateral or such waiver of performance shall so be so consented to by the Indenture Trustee acting at the direction of such NoteholdersMajority Certificateholders, the Issuer Trust agrees, promptly following a request by the Indenture Owner Trustee to do so, to execute and deliver, in its own name and at its own expense, such agreements, instruments, consents and other documents to effect such amendment, modification, waiver, supplement, termination or surrender. (g) The Issuer, at its own expense, shall take all such lawful action as the Indenture Owner Trustee may request to compel deem necessary or secure appropriate in the performance and observance by the Servicer of its obligations to the Issuer under or in connection with the Servicing Agreement or by the Purchaser of its obligations to the Issuer under or in connection with the Purchase and Sale Agreement in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Servicing Agreement (or under or in connection with the Purchase and Sale Agreement), including the transmission of notices of default on the part of the Servicer or the Purchaser thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Servicer or the Purchaser of each of their obligations under the Servicing Agreement or the Purchase and Sale Agreementcircumstances.

Performance of Obligations; Servicing of Loans. At all times from the date hereof to the Indenture Termination Date, unless the Required Noteholders shall otherwise consent in writing: (a) The Issuer will not take any action and will use its best efforts not to permit any action to be taken by others that would release any Person from any of such Person’s material covenants or obligations under any instrument or agreement included in the Collateral Trust Estate or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as ordered by any bankruptcy or other court or as expressly permitted or provided in this Indenture, the Servicing Agreement Agreement, the other Transaction Documents or such other instrument or agreement. (b) The Issuer may contract with other Persons to assist it in performing its duties under the Indenture, and any performance of such duties by a Person identified to the Trustee in a Brooke Officer’s Certificate of the Issuer shall be deemed to be action taken by the Issuer. Initially, the Issuer has contracted with the Servicer to assist the Issuer in performing its duties under this Indenture. (c) The Issuer will punctually perform and observe all of its obligations and agreements contained in this the Indenture, the other Related Transaction Documents and in the instruments and agreements included in the CollateralTrust Estate, including filing but not limited to preparing (or causing to be filed prepared) and filing (or causing to be filed) all UCC financing statements and continuation statements required to be filed by this the terms of the Indenture and the Servicing Agreement in accordance with and within the time periods provided for herein and therein. Except as otherwise expressly provided herein or therein, the Issuer shall not waive, amend, modify, supplement or terminate any Transaction Document or any provision thereof without the consent of the Required Persons of each Series. (cd) The Issuer hereby covenants and agrees that it will enforce the obligations If a Responsible Officer of the Servicer under Issuer shall have actual knowledge of the Servicing Agreement and if occurrence of a Servicer Termination Event or a Subservicer Default, the Issuer shall promptly notify the Trustee, and the Rating Agencies thereof in accordance with Section 16.4, and shall specify in such notice the action, if any, the Issuer is taking in respect of such default. If a Servicer Termination Event or Subservicer Default shall arise from the failure of the Servicer or Subservicer to perform any of its respective duties or obligations under the Servicing Agreement with respect to or the LoansSubservicing Agreement, as applicable, the Issuer shall take all reasonable steps available to it to remedy such failure, including any action reasonably requested by the Trustee. (de) The Issuer hereby covenants and agrees that: (i) it shall promptly exercise its rights to terminate If the Servicer pursuant to Section 5.1 of the Servicing Agreement upon the occurrence of a Servicer Default set forth in clause (a) of such section and (ii) prior to exercising its rights to terminate the Servicer pursuant to Section 5.1 of the Servicing Agreement upon the occurrence of a Servicer Default set forth in clause (b) of such section, obtain the consent of the Noteholders representing a majority of the Outstanding Principal Balance of the Notes. Within thirty (30) days after the giving of Trustee has given notice of termination to the Servicer of the Servicer’s rights and powers pursuant to Section 6.2 of the Servicing Agreement, as promptly as possible thereafter, the Issuer Trustee shall appoint a successor servicer (the “Successor Servicer”), such appointment to be reflected by a written assumption in a form acceptable to the Indenture Trustee. In the event that a Successor Servicer has not been appointed and accepted its appointment at the time when the previous Servicer ceases to act as Servicer, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer. The Indenture Trustee may resign as the Servicer by giving written notice accordance with Section 6.3 of such resignation to the Issuer and in such event will be released from such duties and obligations, such release not to be effective until the date a Successor Servicer enters into a servicing agreement with the Issuer as provided below. Upon delivery of any such notice to the Issuer, the Issuer shall obtain a new servicer as the Successor Servicer under the Servicing Agreement. Any Successor Servicer other than the Indenture Trustee shall: (i) be an established financial institution having a net worth of not less than $50,000,000 and whose regular business includes the servicing of receivables and (ii) enter into a servicing agreement with the Issuer having substantially the same provisions as the provisions of the Servicing Agreement applicable to the Servicer. If the Indenture Trustee shall succeed to the previous Servicer’s duties as servicer of the Loans as provided herein, it shall do so in its individual capacity and not in its capacity as Indenture Trustee and, accordingly, the provisions of Article VI shall be inapplicable to the Indenture Trustee in its duties as the Successor Servicer and the servicing of the Loans. In case the Indenture Trustee becomes the Successor Servicer under the Servicing Agreement, the Indenture Trustee shall be entitled to the Servicing Fee and all funds relating to the Loans to which the Servicer would have been entitled if it had continued to act as Servicer under the Servicing Agreement (other than amounts which were due or would become due to the Servicer prior to its termination or resignation). In case the Indenture Trustee shall become the Successor Servicer under the Servicing Agreement, the Indenture Trustee shall be entitled to appoint as Servicer any one of its Affiliates; provided, that it shall be fully liable for the actions and omissions of such Affiliate in its capacity as Successor Servicer. If the Indenture Trustee shall become the Successor Servicer under the Servicing Agreement, the Indenture Trustee shall be entitled to appoint as Servicer any one of its Affiliates; provided, that it shall be fully liable for the actions and omissions of such Affiliate in its capacity as Successor Servicer. In case the Indenture Trustee becomes the Successor Servicer, it shall not be responsible for delays attributable to the Servicer's failure to deliver information, defects in the information supplied by the Servicer or other circumstances beyond its control as Successor Servicer. Upon the Indenture Trustee becoming the Successor Servicer, it shall make arrangements with the Servicer for the prompt and safe transfer of, and the Servicer shall provide to such Successor Servicer, all necessary servicing files and records, including (as deemed necessary by such Successor Servicer at such time): (i) microfiche loan documentation, (ii) servicing system tapes, (iii) Loans payment history, (iv) collections history and (v) the trial balances, as of the close of business on the day immediately preceding conversion to such Successor Servicer, reflecting all applicable information relating to the Loans. Upon the Indenture Trustee becoming the Successor Servicer, it shall have no responsibility and shall not be in default hereunder nor incur any liability for any failure, error, malfunction or any delay in carrying out any of its duties under this Indenture if any such failure or delay results from such Successor Servicer acting in accordance with information prepared or supplied by a Person other than such Successor Servicer or the failure of any such Person to prepare or provide such information. Upon the Indenture Trustee becoming the Successor Servicer, it shall have no responsibility, shall not be in default and shall incur no liability (i) for any act or failure to act by any third party, including the Servicer, or for any inaccuracy or omission in a notice or communication received by such Successor Servicer from any third party or (ii) which is due to or results from the invalidity, unenforceability of any Loan with applicable law or the breach or the inaccuracy of any representation or warranty made with respect to any Loan or its related Equipment. (e) Upon any termination of the Servicer’s rights and powers pursuant to the Servicing Agreement, the Issuer shall promptly notify the Indenture Trustee and each Rating Agency then rating the Notes. As soon as a Successor Servicer is appointed, the Issuer shall notify the Indenture Trustee of such appointment, specifying in such notice the name and address of such Successor Servicer. (f) The Issuer agrees that it will not, without the prior written consent of the Indenture Trustee (acting at the direction of the Noteholders of at least a majority of the Outstanding Principal Balance), amend, modify, waive, supplement, terminate or surrender, or agree to any amendment, modification, supplement, termination, waiver or surrender of, the terms of any Collateral (except to the extent otherwise in accordance with the Credit and Collection Policies) or the Related Documents, or not waive timely performance or observance by the Purchaser Servicer, BCC, or BWF of its respective duties under the Purchase and Sale Agreement, Transaction Documents if the applicable Seller under the Sale Agreement or the Servicer under the Servicing Agreement; provided, that, no such amendment, modification, waiver, supplement, termination or surrender of terms effect thereof would adversely affect any of the Collateral or such waiver of performance shall: (i) increase or reduce in any manner the amount of, or accelerate or delay the timing of, deposits required to be made to the Trust Accounts and payments that are required to be made from the Trust Accounts for the benefit of the Noteholders, or (ii) reduce the aforesaid percentage of the Notes that are required to consent to any such amendment, in either case without the consent of the Noteholders of all the Outstanding Notes; provided, further, that the Issuer may, without the consent of the Noteholders, amend the Related Documents, to reflect any change in General Electric Company’s fiscal calendar, so long as the Issuer provides an Officer’s Certificate to the Indenture Trustee certifying that such amendment will not adversely affect in any material respect the interests of the Noteholders. If any such amendment, modification, waiver, supplement, termination or surrender of terms of the Collateral or such waiver of performance shall be so consented to by the Indenture Trustee acting at the direction of such Noteholders, the Issuer agrees, promptly following a request by the Indenture Trustee to do so, to execute and deliver, in its own name and at its own expense, such agreements, instruments, consents and other documents to effect such amendment, modification, waiver, supplement, termination or surrenderSecured Parties. (g) The Issuer, at its own expense, Issuer shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance actions reasonably requested by the Servicer of its obligations Trustee to enforce the Issuer under or in connection with the Servicing Agreement or by the Purchaser of its obligations to the Issuer under or in connection with the Purchase Issuer’s rights and Sale Agreement in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Servicing Agreement (or under or in connection with the Purchase and Sale Agreement), including the transmission of notices of default on the part of the Servicer or the Purchaser thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Servicer or the Purchaser of each of their obligations remedies under the Servicing Agreement or the Purchase and Sale AgreementTransaction Documents.

Performance of Obligations; Servicing of Loans. (a) The Issuer will not take any action and will use its best efforts not to permit any action to be taken by others that would release any Person from any of such Person's material covenants or obligations under any instrument or agreement included in the Collateral or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in this Indenture, the Servicing Agreement Basic Documents or such other instrument or agreement. (b) The Issuer may contract with or otherwise obtain the assistance of other Persons (including, without limitation, the Administrator under the Administration Agreement) to assist it in performing its duties under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an Officer's Certificate of the Issuer shall be deemed to be action taken by the Issuer. Initially, the Issuer has contracted with the Servicer and the Administrator to assist the Issuer in performing its duties under this Indenture. (c) The Issuer will punctually perform and observe all of its obligations and agreements contained in this Indenture, in the other Related Basic Documents and in the instruments and agreements included in the Collateral, including but not limited to (i) filing or causing to be filed all UCC financing statements and continuation statements required to be filed by the terms of this Indenture and the Sale and Servicing Agreement and (ii) recording or causing to be recorded all Mortgages, Assignments of Mortgage, all intervening Assignments of Mortgage and all assumption and modification agreements required to be recorded by the terms of the Sale and Servicing Agreement, in accordance with and within the time periods provided for herein in this Indenture and/or the Sale and Servicing Agreement, as applicable. Except as otherwise expressly provided therein, the Issuer shall not waive, amend, modify, supplement or terminate any Basic Document or any provision thereof without the consent of the Indenture Trustee and the Majority Noteholders. (cd) The If the Issuer hereby covenants and agrees that it will enforce the obligations shall have knowledge of the Servicer under occurrence of a Servicing Default, the Issuer shall promptly notify the Indenture Trustee and the Majority Noteholders thereof, and shall specify in such notice the action, if any, the Issuer is taking with respect to such default. If a Servicing Agreement and if a Servicer Default shall arise from the failure of the Servicer to perform any of its duties or obligations under the Sale and Servicing Agreement with respect to the Loans, the Issuer shall take all reasonable steps available to it to remedy such failure. (d) The Issuer hereby covenants and agrees that: (i) it shall promptly exercise its rights to terminate the Servicer pursuant to Section 5.1 of the Servicing Agreement upon the occurrence of a Servicer Default set forth in clause (a) of such section and (ii) prior to exercising its rights to terminate the Servicer pursuant to Section 5.1 of the Servicing Agreement upon the occurrence of a Servicer Default set forth in clause (b) of such section, obtain the consent of the Noteholders representing a majority of the Outstanding Principal Balance of the Notes. Within thirty (30) days after the giving of notice of termination to the Servicer of the Servicer’s rights and powers pursuant to Section 6.2 of the Servicing Agreement, the Issuer shall appoint a successor servicer (the “Successor Servicer”), such appointment to be reflected by a written assumption in a form acceptable to the Indenture Trustee. In the event that a Successor Servicer has not been appointed and accepted its appointment at the time when the previous Servicer ceases to act as Servicer, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer. The Indenture Trustee may resign as the Servicer by giving written notice of such resignation to the Issuer and in such event will be released from such duties and obligations, such release not to be effective until the date a Successor Servicer enters into a servicing agreement with the Issuer as provided below. Upon delivery of any such notice to the Issuer, the Issuer shall obtain a new servicer as the Successor Servicer under the Servicing Agreement. Any Successor Servicer other than the Indenture Trustee shall: (i) be an established financial institution having a net worth of not less than $50,000,000 and whose regular business includes the servicing of receivables and (ii) enter into a servicing agreement with the Issuer having substantially the same provisions as the provisions of the Servicing Agreement applicable to the Servicer. If the Indenture Trustee shall succeed to the previous Servicer’s duties as servicer of the Loans as provided herein, it shall do so in its individual capacity and not in its capacity as Indenture Trustee and, accordingly, the provisions of Article VI shall be inapplicable to the Indenture Trustee in its duties as the Successor Servicer and the servicing of the Loans. In case the Indenture Trustee becomes the Successor Servicer under the Servicing Agreement, the Indenture Trustee shall be entitled to the Servicing Fee and all funds relating to the Loans to which the Servicer would have been entitled if it had continued to act as Servicer under the Servicing Agreement (other than amounts which were due or would become due to the Servicer prior to its termination or resignation). In case the Indenture Trustee shall become the Successor Servicer under the Servicing Agreement, the Indenture Trustee shall be entitled to appoint as Servicer any one of its Affiliates; provided, that it shall be fully liable for the actions and omissions of such Affiliate in its capacity as Successor Servicer. If the Indenture Trustee shall become the Successor Servicer under the Servicing Agreement, the Indenture Trustee shall be entitled to appoint as Servicer any one of its Affiliates; provided, that it shall be fully liable for the actions and omissions of such Affiliate in its capacity as Successor Servicer. In case the Indenture Trustee becomes the Successor Servicer, it shall not be responsible for delays attributable to the Servicer's failure to deliver information, defects in the information supplied by the Servicer or other circumstances beyond its control as Successor Servicer. Upon the Indenture Trustee becoming the Successor Servicer, it shall make arrangements with the Servicer for the prompt and safe transfer of, and the Servicer shall provide to such Successor Servicer, all necessary servicing files and records, including (as deemed necessary by such Successor Servicer at such time): (i) microfiche loan documentation, (ii) servicing system tapes, (iii) Loans payment history, (iv) collections history and (v) the trial balances, as of the close of business on the day immediately preceding conversion to such Successor Servicer, reflecting all applicable information relating to the Loans. Upon the Indenture Trustee becoming the Successor Servicer, it shall have no responsibility and shall not be in default hereunder nor incur any liability for any failure, error, malfunction or any delay in carrying out any of its duties under this Indenture if any such failure or delay results from such Successor Servicer acting in accordance with information prepared or supplied by a Person other than such Successor Servicer or the failure of any such Person to prepare or provide such information. Upon the Indenture Trustee becoming the Successor Servicer, it shall have no responsibility, shall not be in default and shall incur no liability (i) for any act or failure to act by any third party, including the Servicer, or for any inaccuracy or omission in a notice or communication received by such Successor Servicer from any third party or (ii) which is due to or results from the invalidity, unenforceability of any Loan with applicable law or the breach or the inaccuracy of any representation or warranty made with respect to any Loan or its related Equipment. (e) Upon any termination of the Servicer’s rights and powers pursuant to the Servicing Agreement, the Issuer shall promptly notify the Indenture Trustee and each Rating Agency then rating the Notes. As soon as a Successor Servicer is appointed, the Issuer shall notify the Indenture Trustee of such appointment, specifying in such notice the name and address of such Successor Servicer. (f) The Issuer agrees that it will not, without the prior written consent of the Indenture Trustee (acting at the direction of the Noteholders of at least a majority of the Outstanding Principal Balance), amend, modify, waive, supplement, terminate or surrender, or agree to any amendment, modification, supplement, termination, waiver or surrender of, the terms of any Collateral (except to the extent otherwise in accordance with the Credit and Collection Policies) or the Related Documents, or waive timely performance or observance by the Purchaser under the Purchase and Sale Agreement, the applicable Seller under the Sale Agreement or the Servicer under the Servicing Agreement; provided, that, no such amendment, modification, waiver, supplement, termination or surrender of terms of the Collateral or such waiver of performance shall: (i) increase or reduce in any manner the amount of, or accelerate or delay the timing of, deposits required to be made to the Trust Accounts and payments that are required to be made from the Trust Accounts for the benefit of the Noteholders, or (ii) reduce the aforesaid percentage of the Notes that are required to consent to any such amendment, in either case without the consent of the Noteholders of all the Outstanding Notes; provided, further, that the Issuer may, without the consent of the Noteholders, amend the Related Documents, to reflect any change in General Electric Company’s fiscal calendar, so long as the Issuer provides an Officer’s Certificate to the Indenture Trustee certifying that such amendment will not adversely affect in any material respect the interests of the Noteholders. If any such amendment, modification, waiver, supplement, termination or surrender of terms of the Collateral or such waiver of performance shall be so consented to by the Indenture Trustee acting at the direction of such Noteholders, the Issuer agrees, promptly following a request by the Indenture Trustee to do so, to execute and deliver, in its own name and at its own expense, such agreements, instruments, consents and other documents to effect such amendment, modification, waiver, supplement, termination or surrender. (g) The Issuer, at its own expense, shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Servicer of its obligations to the Issuer under or in connection with the Servicing Agreement or by the Purchaser of its obligations to the Issuer under or in connection with the Purchase and Sale Agreement in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Servicing Agreement (or under or in connection with the Purchase and Sale Agreement), including the transmission of notices of default on the part of the Servicer or the Purchaser thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Servicer or the Purchaser of each of their obligations under the Servicing Agreement or the Purchase and Sale Agreement.

Performance of Obligations; Servicing of Loans. (a) The Issuer will not take any action and will use its best efforts not to permit any action to be taken by others that would release any Person from any of such Person’s material covenants or obligations under any instrument or agreement included in the Collateral or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in this Indenture, the Servicing Agreement Basic Documents or such other instrument or agreement. (b) The Issuer may contract with or otherwise obtain the assistance of other Persons (including, without limitation, the Administrator under the Administration Agreement) to assist it in performing its duties under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an Officer’s Certificate of the Issuer shall be deemed to be action taken by the Issuer. Initially, the Issuer has contracted with the Servicer and the Administrator to assist the Issuer in performing its duties under this Indenture. (c) The Issuer will punctually perform and observe all of its obligations and agreements contained in this Indenture, in the other Related Basic Documents and in the instruments and agreements included in the Collateral, including but not limited to (i) filing or causing to be filed all UCC financing statements and continuation statements required to be filed by the terms of this Indenture and the Sale and Servicing Agreement and (ii) recording or causing to be recorded all Mortgages, Assignments of Mortgage, all intervening Assignments of Mortgage and all assumption and modification agreements required to be recorded by the terms of the Sale and Servicing Agreement, in accordance with and within the time periods provided for herein in this Indenture and/or the Sale and Servicing Agreement, as applicable. Except as otherwise expressly provided therein, the Issuer shall not waive, amend, modify, supplement or terminate any Basic Document or any provision thereof without the consent of the Indenture Trustee and the Majority Noteholders. (cd) The If the Issuer hereby covenants and agrees that it will enforce the obligations shall have knowledge of the Servicer under occurrence of a Servicing Event of Default, the Issuer shall promptly notify the Indenture Trustee and the Noteholder Agent thereof, and shall specify in such notice the action, if any, the Issuer is taking with respect to such default. If a Servicing Agreement and if a Servicer Event of Default shall arise from the failure of the Servicer to perform any of its duties or obligations under the Sale and Servicing Agreement with respect to the Loans, the Issuer shall take all reasonable steps available to it to remedy such failure. (d) The Issuer hereby covenants and agrees that: (i) it shall promptly exercise its rights to terminate the Servicer pursuant to Section 5.1 of the Servicing Agreement upon the occurrence of a Servicer Default set forth in clause (a) of such section and (ii) prior to exercising its rights to terminate the Servicer pursuant to Section 5.1 of the Servicing Agreement upon the occurrence of a Servicer Default set forth in clause (b) of such section, obtain the consent of the Noteholders representing a majority of the Outstanding Principal Balance of the Notes. Within thirty (30) days after the giving of notice of termination to the Servicer of the Servicer’s rights and powers pursuant to Section 6.2 of the Servicing Agreement, the Issuer shall appoint a successor servicer (the “Successor Servicer”), such appointment to be reflected by a written assumption in a form acceptable to the Indenture Trustee. In the event that a Successor Servicer has not been appointed and accepted its appointment at the time when the previous Servicer ceases to act as Servicer, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer. The Indenture Trustee may resign as the Servicer by giving written notice of such resignation to the Issuer and in such event will be released from such duties and obligations, such release not to be effective until the date a Successor Servicer enters into a servicing agreement with the Issuer as provided below. Upon delivery of any such notice to the Issuer, the Issuer shall obtain a new servicer as the Successor Servicer under the Servicing Agreement. Any Successor Servicer other than the Indenture Trustee shall: (i) be an established financial institution having a net worth of not less than $50,000,000 and whose regular business includes the servicing of receivables and (ii) enter into a servicing agreement with the Issuer having substantially the same provisions as the provisions of the Servicing Agreement applicable to the Servicer. If the Indenture Trustee shall succeed to the previous Servicer’s duties as servicer of the Loans as provided herein, it shall do so in its individual capacity and not in its capacity as Indenture Trustee and, accordingly, the provisions of Article VI shall be inapplicable to the Indenture Trustee in its duties as the Successor Servicer and the servicing of the Loans. In case the Indenture Trustee becomes the Successor Servicer under the Servicing Agreement, the Indenture Trustee shall be entitled to the Servicing Fee and all funds relating to the Loans to which the Servicer would have been entitled if it had continued to act as Servicer under the Servicing Agreement (other than amounts which were due or would become due to the Servicer prior to its termination or resignation). In case the Indenture Trustee shall become the Successor Servicer under the Servicing Agreement, the Indenture Trustee shall be entitled to appoint as Servicer any one of its Affiliates; provided, that it shall be fully liable for the actions and omissions of such Affiliate in its capacity as Successor Servicer. If the Indenture Trustee shall become the Successor Servicer under the Servicing Agreement, the Indenture Trustee shall be entitled to appoint as Servicer any one of its Affiliates; provided, that it shall be fully liable for the actions and omissions of such Affiliate in its capacity as Successor Servicer. In case the Indenture Trustee becomes the Successor Servicer, it shall not be responsible for delays attributable to the Servicer's failure to deliver information, defects in the information supplied by the Servicer or other circumstances beyond its control as Successor Servicer. Upon the Indenture Trustee becoming the Successor Servicer, it shall make arrangements with the Servicer for the prompt and safe transfer of, and the Servicer shall provide to such Successor Servicer, all necessary servicing files and records, including (as deemed necessary by such Successor Servicer at such time): (i) microfiche loan documentation, (ii) servicing system tapes, (iii) Loans payment history, (iv) collections history and (v) the trial balances, as of the close of business on the day immediately preceding conversion to such Successor Servicer, reflecting all applicable information relating to the Loans. Upon the Indenture Trustee becoming the Successor Servicer, it shall have no responsibility and shall not be in default hereunder nor incur any liability for any failure, error, malfunction or any delay in carrying out any of its duties under this Indenture if any such failure or delay results from such Successor Servicer acting in accordance with information prepared or supplied by a Person other than such Successor Servicer or the failure of any such Person to prepare or provide such information. Upon the Indenture Trustee becoming the Successor Servicer, it shall have no responsibility, shall not be in default and shall incur no liability (i) for any act or failure to act by any third party, including the Servicer, or for any inaccuracy or omission in a notice or communication received by such Successor Servicer from any third party or (ii) which is due to or results from the invalidity, unenforceability of any Loan with applicable law or the breach or the inaccuracy of any representation or warranty made with respect to any Loan or its related Equipment. (e) Upon any termination of the Servicer’s rights and powers pursuant to the Sale and Servicing Agreement, the Issuer shall promptly notify the Indenture Trustee and each Rating Agency then rating the NotesTrustee. As soon as a Successor Servicer successor servicer is appointed, the Issuer shall notify the Indenture Trustee of such appointment, specifying in such notice the name and address of such Successor Servicersuccessor servicer. (f) The Without derogating from the absolute nature of the assignment granted to the Indenture Trustee under this Indenture or the rights of the Indenture Trustee hereunder, the Issuer agrees (i) that it will not, without the prior written consent of the Indenture Trustee (acting at the direction of the Noteholders of at least a majority of the Outstanding Principal Balance)Trustee, amend, modify, waive, supplement, terminate or surrender, or agree to any amendment, modification, supplement, termination, waiver or surrender of, the terms of any Collateral (except to the extent otherwise in accordance with permitted by the Credit Sale and Collection PoliciesServicing Agreement) or the Related Basic Documents, or waive timely performance or observance by the Purchaser under Servicer or the Purchase and Sale Agreement, the applicable Seller Depositor under the Sale Agreement or the Servicer under the and Servicing Agreement; provided, that, no and (ii) that any such amendment, modification, waiver, supplement, termination or surrender of terms of the Collateral or such waiver of performance shall: amendment shall not (iA) increase or reduce in any manner the amount of, or accelerate or delay the timing of, deposits required to be made to the Trust Accounts and payments distributions that are required to be made from the Trust Accounts for the benefit of the Noteholders, Noteholders or (iiB) reduce the aforesaid percentage of the Notes that are is required to consent to any such amendment, in either case without the consent of the Noteholders evidencing 100% Percentage Interests of all the Outstanding Notes; provided, further, that the Issuer may, without the consent of the Noteholders, amend the Related Documents, to reflect any change in General Electric Company’s fiscal calendar, so long as the Issuer provides an Officer’s Certificate to the Indenture Trustee certifying that such amendment will not adversely affect in any material respect the interests of the Noteholders. If any such amendment, modification, waiver, supplement, termination supplement or surrender of terms of the Collateral or such waiver of performance shall so be so consented to by the Indenture Trustee acting at the direction of such NoteholdersTrustee, the Issuer agrees, promptly following a request by the Indenture Trustee to do so, to execute and deliver, in its own name and at its own expense, such agreements, instruments, consents and other documents to effect such amendment, modification, waiver, supplement, termination or surrender. (g) The Issuer, at its own expense, shall take all such lawful action as the Indenture Trustee may request to compel deem necessary or secure appropriate in the performance and observance by the Servicer of its obligations to the Issuer under or in connection with the Servicing Agreement or by the Purchaser of its obligations to the Issuer under or in connection with the Purchase and Sale Agreement in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Servicing Agreement (or under or in connection with the Purchase and Sale Agreement), including the transmission of notices of default on the part of the Servicer or the Purchaser thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Servicer or the Purchaser of each of their obligations under the Servicing Agreement or the Purchase and Sale Agreementcircumstances.

Performance of Obligations; Servicing of Loans. (a) The Issuer will not take any action and will use its best efforts not to permit any action to be taken by others that would release any Person from any of such Person’s material covenants or obligations under any instrument or agreement included in the Collateral or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in this Indenture, the Servicing Agreement Basic Documents or such other instrument or agreement. (b) The Issuer may contract with or otherwise obtain the assistance of other Persons (including, without limitation, the Administrator under the Administration Agreement) to assist it in performing its duties under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an Officer’s Certificate of the Issuer shall be deemed to be action taken by the Issuer. Initially, the Issuer has contracted with the Servicer and the Administrator to assist the Issuer in performing its duties under this Indenture. (c) The Issuer will punctually perform and observe all of its obligations and agreements contained in this Indenture, in the other Related Basic Documents and in the instruments and agreements included in the Collateral, including but not limited to (i) filing or causing to be filed all UCC financing statements and continuation statements required to be filed by the terms of this Indenture and the Sale and Servicing Agreement and (ii) recording or causing to be recorded all Mortgages, Assignments of Mortgage, all intervening Assignments of Mortgage and all assumption and modification agreements required to be recorded by the terms of the Sale and Servicing Agreement, in accordance with and within the time periods provided for herein in this Indenture and/or the Sale and Servicing Agreement, as applicable. Except as otherwise expressly provided therein, the Issuer shall not waive, amend, modify, supplement or terminate any Basic Document or any provision thereof without the consent of the Indenture Trustee and the Majority Noteholders. (cd) The If the Issuer hereby covenants and agrees that it will enforce the obligations shall have knowledge of the Servicer under occurrence of a Servicing Event of Default, the Issuer shall promptly notify the Indenture Trustee and the Noteholder Agent thereof, and shall specify in such notice the action, if any, the Issuer is taking with respect to such default. If a Servicing Agreement and if a Servicer Event of Default shall arise from the failure of the Servicer to perform any of its duties or obligations under the Sale and Servicing Agreement with respect to the Loans, the Issuer shall take all reasonable steps available to it to remedy such failure. (d) The Issuer hereby covenants and agrees that: (i) it shall promptly exercise its rights to terminate the Servicer pursuant to Section 5.1 of the Servicing Agreement upon the occurrence of a Servicer Default set forth in clause (a) of such section and (ii) prior to exercising its rights to terminate the Servicer pursuant to Section 5.1 of the Servicing Agreement upon the occurrence of a Servicer Default set forth in clause (b) of such section, obtain the consent of the Noteholders representing a majority of the Outstanding Principal Balance of the Notes. Within thirty (30) days after the giving of notice of termination to the Servicer of the Servicer’s rights and powers pursuant to Section 6.2 of the Servicing Agreement, the Issuer shall appoint a successor servicer (the “Successor Servicer”), such appointment to be reflected by a written assumption in a form acceptable to the Indenture Trustee. In the event that a Successor Servicer has not been appointed and accepted its appointment at the time when the previous Servicer ceases to act as Servicer, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer. The Indenture Trustee may resign as the Servicer by giving written notice of such resignation to the Issuer and in such event will be released from such duties and obligations, such release not to be effective until the date a Successor Servicer enters into a servicing agreement with the Issuer as provided below. Upon delivery of any such notice to the Issuer, the Issuer shall obtain a new servicer as the Successor Servicer under the Servicing Agreement. Any Successor Servicer other than the Indenture Trustee shall: (i) be an established financial institution having a net worth of not less than $50,000,000 and whose regular business includes the servicing of receivables and (ii) enter into a servicing agreement with the Issuer having substantially the same provisions as the provisions of the Servicing Agreement applicable to the Servicer. If the Indenture Trustee shall succeed to the previous Servicer’s duties as servicer of the Loans as provided herein, it shall do so in its individual capacity and not in its capacity as Indenture Trustee and, accordingly, the provisions of Article VI shall be inapplicable to the Indenture Trustee in its duties as the Successor Servicer and the servicing of the Loans. In case the Indenture Trustee becomes the Successor Servicer under the Servicing Agreement, the Indenture Trustee shall be entitled to the Servicing Fee and all funds relating to the Loans to which the Servicer would have been entitled if it had continued to act as Servicer under the Servicing Agreement (other than amounts which were due or would become due to the Servicer prior to its termination or resignation). In case the Indenture Trustee shall become the Successor Servicer under the Servicing Agreement, the Indenture Trustee shall be entitled to appoint as Servicer any one of its Affiliates; provided, that it shall be fully liable for the actions and omissions of such Affiliate in its capacity as Successor Servicer. If the Indenture Trustee shall become the Successor Servicer under the Servicing Agreement, the Indenture Trustee shall be entitled to appoint as Servicer any one of its Affiliates; provided, that it shall be fully liable for the actions and omissions of such Affiliate in its capacity as Successor Servicer. In case the Indenture Trustee becomes the Successor Servicer, it shall not be responsible for delays attributable to the Servicer's failure to deliver information, defects in the information supplied by the Servicer or other circumstances beyond its control as Successor Servicer. Upon the Indenture Trustee becoming the Successor Servicer, it shall make arrangements with the Servicer for the prompt and safe transfer of, and the Servicer shall provide to such Successor Servicer, all necessary servicing files and records, including (as deemed necessary by such Successor Servicer at such time): (i) microfiche loan documentation, (ii) servicing system tapes, (iii) Loans payment history, (iv) collections history and (v) the trial balances, as of the close of business on the day immediately preceding conversion to such Successor Servicer, reflecting all applicable information relating to the Loans. Upon the Indenture Trustee becoming the Successor Servicer, it shall have no responsibility and shall not be in default hereunder nor incur any liability for any failure, error, malfunction or any delay in carrying out any of its duties under this Indenture if any such failure or delay results from such Successor Servicer acting in accordance with information prepared or supplied by a Person other than such Successor Servicer or the failure of any such Person to prepare or provide such information. Upon the Indenture Trustee becoming the Successor Servicer, it shall have no responsibility, shall not be in default and shall incur no liability (i) for any act or failure to act by any third party, including the Servicer, or for any inaccuracy or omission in a notice or communication received by such Successor Servicer from any third party or (ii) which is due to or results from the invalidity, unenforceability of any Loan with applicable law or the breach or the inaccuracy of any representation or warranty made with respect to any Loan or its related Equipment. (e) Upon any termination of the Servicer’s rights and powers pursuant to the Servicing Agreement, the Issuer shall promptly notify the Indenture Trustee and each Rating Agency then rating the Notes. As soon as a Successor Servicer is appointed, the Issuer shall notify the Indenture Trustee of such appointment, specifying in such notice the name and address of such Successor Servicer. (f) The Issuer agrees that it will not, without the prior written consent of the Indenture Trustee (acting at the direction of the Noteholders of at least a majority of the Outstanding Principal Balance), amend, modify, waive, supplement, terminate or surrender, or agree to any amendment, modification, supplement, termination, waiver or surrender of, the terms of any Collateral (except to the extent otherwise in accordance with the Credit and Collection Policies) or the Related Documents, or waive timely performance or observance by the Purchaser under the Purchase and Sale Agreement, the applicable Seller under the Sale Agreement or the Servicer under the Servicing Agreement; provided, that, no such amendment, modification, waiver, supplement, termination or surrender of terms of the Collateral or such waiver of performance shall: (i) increase or reduce in any manner the amount of, or accelerate or delay the timing of, deposits required to be made to the Trust Accounts and payments that are required to be made from the Trust Accounts for the benefit of the Noteholders, or (ii) reduce the aforesaid percentage of the Notes that are required to consent to any such amendment, in either case without the consent of the Noteholders of all the Outstanding Notes; provided, further, that the Issuer may, without the consent of the Noteholders, amend the Related Documents, to reflect any change in General Electric Company’s fiscal calendar, so long as the Issuer provides an Officer’s Certificate to the Indenture Trustee certifying that such amendment will not adversely affect in any material respect the interests of the Noteholders. If any such amendment, modification, waiver, supplement, termination or surrender of terms of the Collateral or such waiver of performance shall be so consented to by the Indenture Trustee acting at the direction of such Noteholders, the Issuer agrees, promptly following a request by the Indenture Trustee to do so, to execute and deliver, in its own name and at its own expense, such agreements, instruments, consents and other documents to effect such amendment, modification, waiver, supplement, termination or surrender. (g) The Issuer, at its own expense, shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Servicer of its obligations to the Issuer under or in connection with the Servicing Agreement or by the Purchaser of its obligations to the Issuer under or in connection with the Purchase and Sale Agreement in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Servicing Agreement (or under or in connection with the Purchase and Sale Agreement), including the transmission of notices of default on the part of the Servicer or the Purchaser thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Servicer or the Purchaser of each of their obligations under the Servicing Agreement or the Purchase and Sale Agreement.

Performance of Obligations; Servicing of Loans. (a) The Issuer will not take any action and will use its best efforts not to permit any action to be taken by others that would release any Person from any material covenants or obligations under any instrument or agreement included in the Collateral or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in this Indenture, the Servicing Agreement, Swap Agreement or such other instrument or agreement. (b) The Issuer will punctually perform and observe all of its obligations and agreements contained in this Indenture, the other Related Documents and in the instruments and agreements included in the Collateral, including filing or causing to be filed all UCC financing statements and continuation statements required to be filed by this Indenture and the Servicing Agreement in accordance with and within the time periods provided for herein and therein. (c) The Issuer hereby covenants and agrees that it will enforce the obligations of the Servicer under the Servicing Agreement and if a Servicer Default shall arise from the failure of the Servicer to perform any of its duties or obligations under the Servicing Agreement with respect to the Loans, the Issuer shall take all reasonable steps available to it to remedy such failure. (d) The Issuer hereby covenants and agrees that: (i) it shall promptly exercise its rights to terminate the Servicer pursuant to Section 5.1 of the Servicing Agreement upon the occurrence of a Servicer Default set forth in clause (a) of such section and (ii) prior to exercising its rights to terminate the Servicer pursuant to Section 5.1 of the Servicing Agreement upon the occurrence of a Servicer Default set forth in clause (b) of such section, obtain the consent of the Noteholders representing a majority of the Outstanding Principal Balance of the Notes. Within thirty (30) days after the giving of notice of termination to the Servicer of the Servicer’s rights and powers pursuant to Section 6.2 of the Servicing Agreement, the Issuer shall appoint a successor servicer (the “Successor Servicer”), such appointment to be reflected by a written assumption in a form acceptable to the Indenture Trustee. In the event that a Successor Servicer has not been appointed and accepted its appointment at the time when the previous Servicer ceases to act as Servicer, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer. The Indenture Trustee may resign as the Servicer by giving written notice of such resignation to the Issuer and in such event will be released from such duties and obligations, such release not to be effective until the date a Successor Servicer enters into a servicing agreement with the Issuer as provided below. Upon delivery of any such notice to the Issuer, the Issuer shall obtain a new servicer as the Successor Servicer under the Servicing Agreement. Any Successor Servicer other than the Indenture Trustee shall: (i) be an established financial institution having a net worth of not less than $50,000,000 and whose regular business includes the servicing of receivables and (ii) enter into a servicing agreement with the Issuer having substantially the same provisions as the provisions of the Servicing Agreement applicable to the Servicer. If the Indenture Trustee shall succeed to the previous Servicer’s duties as servicer of the Loans as provided herein, it shall do so in its individual capacity and not in its capacity as Indenture Trustee and, accordingly, the provisions of Article VI shall be inapplicable to the Indenture Trustee in its duties as the Successor Servicer and the servicing of the Loans. In case the Indenture Trustee becomes the Successor Servicer under the Servicing Agreement, the Indenture Trustee shall be entitled to the Servicing Fee and all funds relating to the Loans to which the Servicer would have been entitled if it had continued to act as Servicer under the Servicing Agreement (other than amounts which were due or would become due to the Servicer prior to its termination or resignation). In case the Indenture Trustee shall become the Successor Servicer under the Servicing Agreement, the Indenture Trustee shall be entitled to appoint as Servicer any one of its Affiliates; provided, that it shall be fully liable for the actions and omissions of such Affiliate in its capacity as Successor Servicer. If the Indenture Trustee shall become the Successor Servicer under the Servicing Agreement, the Indenture Trustee shall be entitled to appoint as Servicer any one of its Affiliates; provided, that it shall be fully liable for the actions and omissions of such Affiliate in its capacity as Successor Servicer. In case the Indenture Trustee becomes the Successor Servicer, it shall not be responsible for delays attributable to the Servicer's failure to deliver information, defects in the information supplied by the Servicer or other circumstances beyond its control as Successor Servicer. Upon the Indenture Trustee becoming the Successor Servicer, it shall make arrangements with the Servicer for the prompt and safe transfer of, and the Servicer shall provide to such Successor Servicer, all necessary servicing files and records, including (as deemed necessary by such Successor Servicer at such time): (i) microfiche loan documentation, (ii) servicing system tapes, (iii) Loans payment history, (iv) collections history and (v) the trial balances, as of the close of business on the day immediately preceding conversion to such Successor Servicer, reflecting all applicable information relating to the Loans. Upon the Indenture Trustee becoming the Successor Servicer, it shall have no responsibility and shall not be in default hereunder nor incur any liability for any failure, error, malfunction or any delay in carrying out any of its duties under this Indenture if any such failure or delay results from such Successor Servicer acting in accordance with information prepared or supplied by a Person other than such Successor Servicer or the failure of any such Person to prepare or provide such information. Upon the Indenture Trustee becoming the Successor Servicer, it shall have no responsibility, shall not be in default and shall incur no liability (i) for any act or failure to act by any third party, including the Servicer, or for any inaccuracy or omission in a notice or communication received by such Successor Servicer from any third party or (ii) which is due to or results from the invalidity, unenforceability of any Loan with applicable law or the breach or the inaccuracy of any representation or warranty made with respect to any Loan or its related Equipment. (e) Upon any termination of the Servicer’s rights and powers pursuant to the Servicing Agreement, the Issuer shall promptly notify the Indenture Trustee and each Rating Agency then rating the NotesMoody’s. As soon as a Successor Servicer is appointed, the Issuer shall notify the Indenture Trustee of such appointment, specifying in such notice the name and address of such Successor Servicer. (f) The Issuer agrees that it will not, without the prior written consent of the Indenture Trustee (acting at the direction of or the Noteholders of at least a majority of the Outstanding Principal Balance), amend, modify, waive, supplement, terminate or surrender, or agree to any amendment, modification, supplement, termination, waiver or surrender of, the terms of any Collateral (except to the extent otherwise in accordance with the Credit and Collection Policies) or the Related Documents, or waive timely performance or observance by the Purchaser under the Purchase and Sale Agreement, the applicable Seller under the Sale Agreement or the Servicer under the Servicing Agreement; provided, that, no such amendment, modification, waiver, supplement, termination amendment or surrender of terms of the Collateral or such waiver of performance shall: (i) increase or reduce in any manner the amount of, or accelerate or delay the timing of, deposits required to be made to the Trust Accounts and payments that are required to be made from the Trust Accounts for the benefit of the Noteholders, or (ii) reduce the aforesaid percentage of the Notes that are required to consent to any such amendment, in either case without the consent of the Noteholders of all the Outstanding Notes; provided, further, that the Issuer may, without the consent of the Noteholders, amend the Related Documents, to reflect any change in General Electric Company’s fiscal calendar, so long as the Issuer provides an Officer’s Certificate to the Indenture Trustee certifying that such amendment will not adversely affect in any material respect the interests of the Noteholders. If any such amendment, modification, waiver, supplement, termination supplement or surrender of terms of the Collateral or such waiver of performance shall be so consented to by the Indenture Trustee acting at the direction of or such Noteholders, the Issuer agrees, promptly following a request by the Indenture Trustee to do so, to execute and deliver, in its own name and at its own expense, such agreements, instruments, consents and other documents to effect such amendment, modification, waiver, supplement, termination as the Indenture Trustee may deem necessary or surrenderappropriate in the circumstances. (g) The Promptly following a request from the Indenture Trustee to do so and at the Issuer, at its own ’s expense, the Issuer shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Servicer of its obligations to the Issuer under or in connection with the Servicing Agreement or by the Purchaser of its obligations to the Issuer under or in connection with the Purchase and Sale Agreement in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Servicing Agreement (or under or in connection with the Purchase and Sale Agreement)) to the extent and in the manner directed by the Indenture Trustee, including the transmission of notices of default on the part of the Servicer or the Purchaser thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Servicer or the Purchaser of each of their obligations under the Servicing Agreement or the Purchase and Sale Agreement.

Performance of Obligations; Servicing of Loans. (a) The Issuer will Co-Issuers shall not take any action and will shall use its their best efforts not to permit any action to be taken by others that would release any Person from any of such Person’s material covenants or obligations under any instrument or agreement included in the Collateral Trust Estate or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in this Indenture, the Servicing Agreement applicable Loan Purchase Agreements or such other instrument or agreement. (b) The Issuer Co-Issuers may contract with other Persons to assist it in performing their duties under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee, the Paying Agent and the Note Registrar in an Officer’s Certificate of the Co-Issuers shall satisfy the obligations of the Co-Issuers with respect thereto and shall be deemed to be an action taken by the Co-Issuers. (c) The Co-Issuers will punctually perform and observe all of its obligations and agreements contained in this Indenture, the other Related Transaction Documents and in the instruments and agreements included in relating to the CollateralTrust Estate, including but not limited to preparing, authorizing and filing or causing to be filed all UCC financing statements and continuation amendments to financing statements required to be filed by the terms of this Indenture and the Servicing Agreement other Transaction Documents in accordance with and within the time periods provided for herein and therein. (c) The Issuer hereby covenants and agrees that it will enforce the obligations of the Servicer under the Servicing Agreement and if a Servicer Default shall arise from the failure of the Servicer to perform any of its duties or obligations under the Servicing Agreement with respect to the Loans, the Issuer shall take all reasonable steps available to it to remedy such failure. (d) The Issuer hereby covenants and agrees that: (i) it If the Co-Issuers shall promptly exercise its rights to terminate the Servicer pursuant to Section 5.1 have knowledge of the Servicing Agreement upon the occurrence of a Servicer Default set forth in clause (a) of such section and (ii) prior to exercising its rights to terminate the Servicer pursuant to Section 5.1 of the Servicing Agreement upon the occurrence of a Servicer Default set forth in clause (b) of such section, obtain the consent of the Noteholders representing a majority of the Outstanding Principal Balance of the Notes. Within thirty (30) days after the giving of notice of termination to the Servicer of the Servicer’s rights and powers pursuant to Section 6.2 of the Servicing Agreement, the Issuer shall appoint a successor servicer (the “Successor Servicer”), such appointment to be reflected by a written assumption in a form acceptable to the Indenture Trustee. In the event that a Successor Servicer has not been appointed and accepted its appointment at the time when the previous Servicer ceases to act as Servicer, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer. The Indenture Trustee may resign as the Servicer by giving written notice of such resignation to the Issuer and in such event will be released from such duties and obligations, such release not to be effective until the date a Successor Servicer enters into a servicing agreement with the Issuer as provided below. Upon delivery of any such notice to the Issuer, the Issuer shall obtain a new servicer as the Successor Servicer under the Servicing Agreement. Any Successor Servicer other than the Indenture Trustee shall: (i) be an established financial institution having a net worth of not less than $50,000,000 and whose regular business includes the servicing of receivables and (ii) enter into a servicing agreement with the Issuer having substantially the same provisions as the provisions of the Servicing Agreement applicable to the Servicer. If the Indenture Trustee shall succeed to the previous Servicer’s duties as servicer of the Loans as provided herein, it shall do so in its individual capacity and not in its capacity as Indenture Trustee and, accordingly, the provisions of Article VI shall be inapplicable to the Indenture Trustee in its duties as the Successor Servicer and the servicing of the Loans. In case the Indenture Trustee becomes the Successor Servicer under the Servicing Agreement, the Indenture Trustee shall be entitled to the Servicing Fee and all funds relating to the Loans to which the Servicer would have been entitled if it had continued to act as Servicer under the Servicing Agreement (other than amounts which were due or would become due to the Servicer prior to its termination or resignation). In case the Indenture Trustee shall become the Successor Servicer under the Servicing Agreement, the Indenture Trustee shall be entitled to appoint as Servicer any one of its Affiliates; provided, that it shall be fully liable for the actions and omissions of such Affiliate in its capacity as Successor Servicer. If the Indenture Trustee shall become the Successor Servicer under the Servicing Agreement, the Indenture Trustee shall be entitled to appoint as Servicer any one of its Affiliates; provided, that it shall be fully liable for the actions and omissions of such Affiliate in its capacity as Successor Servicer. In case the Indenture Trustee becomes the Successor Servicer, it shall not be responsible for delays attributable to the Servicer's failure to deliver information, defects in the information supplied by the Servicer or other circumstances beyond its control as Successor Servicer. Upon the Indenture Trustee becoming the Successor Servicer, it shall make arrangements with the Servicer for the prompt and safe transfer of, and the Servicer shall provide to such Successor Servicer, all necessary servicing files and records, including (as deemed necessary by such Successor Servicer at such time): (i) microfiche loan documentation, (ii) servicing system tapes, (iii) Loans payment history, (iv) collections history and (v) the trial balances, as of the close of business on the day immediately preceding conversion to such Successor Servicer, reflecting all applicable information relating to the Loans. Upon the Indenture Trustee becoming the Successor Servicer, it shall have no responsibility and shall not be in default hereunder nor incur any liability for any failure, error, malfunction or any delay in carrying out any of its duties under this Indenture if any such failure or delay results from such Successor Servicer acting in accordance with information prepared or supplied by a Person other than such Successor Servicer or the failure of any such Person to prepare or provide such information. Upon the Indenture Trustee becoming the Successor Servicer, it shall have no responsibility, shall not be in default and shall incur no liability (i) for any act or failure to act by any third party, including the Servicer, or for any inaccuracy or omission in a notice or communication received by such Successor Servicer from any third party or (ii) which is due to or results from the invalidity, unenforceability of any Loan with applicable law or the breach or the inaccuracy of any representation or warranty made with respect to any Loan or its related Equipment. (e) Upon any termination of the Servicer’s rights and powers pursuant to the Servicing Agreement, the Issuer Co-Issuers shall promptly notify the Indenture Trustee and each Rating Agency then rating the Notes. As soon as a Successor Servicer is appointed, the Issuer shall notify the Indenture Trustee of such appointment, specifying specify in such notice the name and address of such Successor Servicer. (f) The Issuer agrees that it will notaction, without the prior written consent of the Indenture Trustee (acting at the direction of the Noteholders of at least a majority of the Outstanding Principal Balance)if any, amend, modify, waive, supplement, terminate or surrender, or agree being taken with respect to any amendment, modification, supplement, termination, waiver or surrender of, the terms of any Collateral (except to the extent otherwise in accordance with the Credit and Collection Policies) or the Related Documents, or waive timely performance or observance by the Purchaser under the Purchase and Sale Agreement, the applicable Seller under the Sale Agreement or the Servicer under the Servicing Agreement; provided, that, no such amendment, modification, waiver, supplement, termination or surrender of terms of the Collateral or such waiver of performance shall: (i) increase or reduce in any manner the amount of, or accelerate or delay the timing of, deposits required to be made to the Trust Accounts and payments that are required to be made from the Trust Accounts for the benefit of the Noteholders, or (ii) reduce the aforesaid percentage of the Notes that are required to consent to any such amendment, in either case without the consent of the Noteholders of all the Outstanding Notes; provided, further, that the Issuer may, without the consent of the Noteholders, amend the Related Documents, to reflect any change in General Electric Company’s fiscal calendar, so long as the Issuer provides an Officer’s Certificate to the Indenture Trustee certifying that such amendment will not adversely affect in any material respect the interests of the Noteholders. If any such amendment, modification, waiver, supplement, termination or surrender of terms of the Collateral or such waiver of performance shall be so consented to by the Indenture Trustee acting at the direction of such Noteholders, the Issuer agrees, promptly following a request by the Indenture Trustee to do so, to execute and deliver, in its own name and at its own expense, such agreements, instruments, consents and other documents to effect such amendment, modification, waiver, supplement, termination or surrender. (g) The Issuer, at its own expense, shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Servicer of its obligations to the Issuer under or in connection with the Servicing Agreement or by the Purchaser of its obligations to the Issuer under or in connection with the Purchase and Sale Agreement in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Servicing Agreement (or under or in connection with the Purchase and Sale Agreement), including the transmission of notices of default on the part of the Servicer or the Purchaser thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Servicer or the Purchaser of each of their obligations under the Servicing Agreement or the Purchase and Sale Agreement.such

Performance of Obligations; Servicing of Loans. (a) The Issuer will not take any action and will use its best efforts not to permit any action to be taken by others that would release any Person from any of such Person's material covenants or obligations under any instrument or agreement included in the Collateral or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in this Indenture, the Sale and Servicing Agreement or such other instrument or agreement. (b) The Issuer may contract with or otherwise obtain the assistance of other Persons (including, without limitation, the Administrator under the Administration Agreement) to assist it in performing its duties under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an Officer's Certificate of the Issuer shall be deemed to be action taken by the Issuer. Initially, the Issuer has contracted with the Servicer and the Administrator to assist the Issuer in performing its duties under this Indenture. The Administrator must at all times be the same Person as the Indenture Trustee. (c) The Issuer will punctually perform and observe all of its obligations and agreements contained in this Indenture, the other Related Basic Documents and in the instruments and agreements included in the Collateral, including but not limited to (i) filing or causing to be filed all UCC financing statements and continuation statements required to be filed by the terms of this Indenture and the Sale and Servicing Agreement and (ii) recording or causing to be recorded all Mortgages, Assignments of Mortgage, all intervening Assignments of Mortgage and all assumption and modification agreements required to be recorded by the terms of the Sale and Servicing Agreement, in accordance with and within the time periods provided for herein in this Indenture and/or the Sale and Servicing Agreement, as applicable. Except as otherwise expressly provided therein, the Issuer shall not waive, amend, modify, supplement or terminate any Basic Document or any provision thereof without the consent of the Indenture Trustee and the Holders of at least a majority of the Outstanding Amount of the Notes. (cd) The If the Issuer hereby covenants and agrees that it will enforce the obligations shall have knowledge of the Servicer occurrence of an Event of Default under the Sale and Servicing Agreement Agreement, the Issuer shall promptly notify the Indenture Trustee and the Rating Agencies thereof, and shall specify in such notice the action, if a Servicer any, the Issuer is taking with respect to such default. If such an Event of Default shall arise from the failure of the Servicer to perform any of its duties or obligations under the Sale and Servicing Agreement with respect to the Loans, the Issuer shall take all reasonable steps available to it to remedy such failure. (de) The Issuer hereby covenants and agrees that: (i) it shall As promptly exercise its rights to terminate the Servicer pursuant to Section 5.1 of the Servicing Agreement upon the occurrence of a Servicer Default set forth in clause (a) of such section and (ii) prior to exercising its rights to terminate the Servicer pursuant to Section 5.1 of the Servicing Agreement upon the occurrence of a Servicer Default set forth in clause (b) of such section, obtain the consent of the Noteholders representing a majority of the Outstanding Principal Balance of the Notes. Within thirty (30) days as possible after the giving of notice of termination to the Servicer of the Servicer’s 's rights and powers pursuant to Section 6.2 10.1 of the Sale and Servicing Agreement, the Issuer Indenture Trustee shall appoint a successor servicer (the “"Successor Servicer”"), and such Successor Servicer shall accept its appointment to be reflected by a written assumption in a form acceptable to the Indenture Trustee. In the event that a Successor Servicer has not been appointed and accepted its appointment at the time when the previous Servicer ceases to act as Servicer, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer. The Indenture Trustee may resign as the Servicer by giving written notice of such resignation to the Issuer and in such event will be released from such duties and obligations, such release not to be effective until the date a Successor Servicer new servicer enters into a servicing agreement with the Issuer as provided below. Upon delivery of any such notice to the Issuer, the Issuer shall obtain a new servicer as the Successor Servicer under the Sale and Servicing Agreement. Any Successor Servicer other than the Indenture Trustee shall: shall (i) be an established financial institution having a net worth satisfy the criteria specified in Section 9.4(b) of not less than $50,000,000 the Sale and whose regular business includes the servicing of receivables Servicing Agreement and (ii) enter into a servicing agreement with the Issuer having substantially the same provisions as the provisions of the Sale and Servicing Agreement applicable to the Servicer. If within 30 days after the delivery of the notice referred to above, the Issuer shall not have obtained such a new servicer, the Indenture Trustee may appoint, or may petition a court of competent jurisdiction to appoint, a Successor Servicer. In connection with any such appointment, the Indenture Trustee may make such arrangements for the compensation of such successor as it and such successor shall agree, subject to the limitations set forth below and in the Sale and Servicing Agreement, and in accordance with Section 10.2 of the Sale and Servicing Agreement, the Issuer shall enter into an agreement with such successor for the servicing of the Loans (such agreement to be in form and substance satisfactory to the Indenture Trustee). The servicing fee paid to any Successor Servicer shall not be in excess of the Servicing Fee being paid to the initial Servicer. If the Indenture Trustee shall succeed to the previous Servicer’s 's duties as servicer of the Loans as provided herein, it shall do so in its individual capacity and not in its capacity as Indenture Trustee and, accordingly, the provisions of Article VI shall be inapplicable to the Indenture Trustee in its duties as the Successor Servicer and the servicing of the Loans. In case the Indenture Trustee becomes the shall become Successor Servicer under the Servicing Agreement, the Indenture Trustee shall be entitled to the Servicing Fee Sale and all funds relating to the Loans to which the Servicer would have been entitled if it had continued to act as Servicer under the Servicing Agreement (other than amounts which were due or would become due to the Servicer prior to its termination or resignation). In case the Indenture Trustee shall become the Successor Servicer under the Servicing Agreement, the Indenture Trustee shall be entitled to appoint as Servicer any one of its Affiliates; provided, provided that it shall be fully liable for the actions and omissions of such Affiliate in its such capacity as Successor Servicer. If the Indenture Trustee shall become the Successor Servicer under the Servicing Agreement, the Indenture Trustee shall be entitled to appoint as Servicer any one of its Affiliates; provided, that it shall be fully liable for the actions and omissions of such Affiliate in its capacity as Successor Servicer. In case the Indenture Trustee becomes the Successor Servicer, it shall not be responsible for delays attributable to the Servicer's failure to deliver information, defects in the information supplied by the Servicer or other circumstances beyond its control as Successor Servicer. Upon the Indenture Trustee becoming the Successor Servicer, it shall make arrangements with the Servicer for the prompt and safe transfer of, and the Servicer shall provide to such Successor Servicer, all necessary servicing files and records, including (as deemed necessary by such Successor Servicer at such time): (i) microfiche loan documentation, (ii) servicing system tapes, (iii) Loans payment history, (iv) collections history and (v) the trial balances, as of the close of business on the day immediately preceding conversion to such Successor Servicer, reflecting all applicable information relating to the Loans. Upon the Indenture Trustee becoming the Successor Servicer, it shall have no responsibility and shall not be in default hereunder nor incur any liability for any failure, error, malfunction or any delay in carrying out any of its duties under this Indenture if any such failure or delay results from such Successor Servicer acting in accordance with information prepared or supplied by a Person other than such Successor Servicer or the failure of any such Person to prepare or provide such information. Upon the Indenture Trustee becoming the Successor Servicer, it shall have no responsibility, shall not be in default and shall incur no liability (i) for any act or failure to act by any third party, including the Servicer, or for any inaccuracy or omission in a notice or communication received by such Successor Servicer from any third party or (ii) which is due to or results from the invalidity, unenforceability of any Loan with applicable law or the breach or the inaccuracy of any representation or warranty made with respect to any Loan or its related Equipment. (ef) Upon any termination of the Servicer’s 's rights and powers pursuant to the Sale and Servicing Agreement, the Issuer shall promptly notify the Indenture Trustee and each Rating Agency then rating the NotesTrustee. As soon as a Successor Servicer is appointed, the Issuer shall notify the Indenture Trustee of such appointment, specifying in such notice the name and address of such Successor Servicer. (fg) The Without derogating from the absolute nature of the assignment granted to the Indenture Trustee under this Indenture or the rights of the Indenture Trustee hereunder, the Issuer agrees (i) that it will not, without the prior written consent of the Indenture Trustee (acting at the direction of the Noteholders of at least a majority of the Outstanding Principal Balance)Trustee, amend, modify, waive, supplement, terminate or surrender, or agree to any amendment, modification, supplement, termination, waiver or surrender of, the terms of any Collateral (except to the extent otherwise provided in accordance with the Credit Sale and Collection PoliciesServicing Agreement) or the Related Basic Documents, or waive timely performance or observance by the Purchaser under Servicer or the Purchase and Sale Agreement, the applicable Seller Depositor under the Sale Agreement or the Servicer under the and Servicing Agreement; provided, that, no and (ii) that any such amendment, modification, waiver, supplement, termination or surrender of terms of the Collateral or such waiver of performance shall: amendment shall not (iA) increase or reduce in any manner the amount of, or accelerate or delay the timing of, deposits required to be made to the Trust Accounts and payments distributions that are required to be made from the Trust Accounts for the benefit of the Noteholders, Noteholders without the consent of 100% of the affected Noteholders or (iiB) reduce the aforesaid percentage of the Notes that are is required to consent to any such amendment, in either case without the consent of the Noteholders of all the Outstanding Notes; provided, further, that the Issuer may, without the consent 100% of the Noteholders, amend the Related Documents, to reflect any change in General Electric Company’s fiscal calendar, so long as the Issuer provides an Officer’s Certificate to the Indenture Trustee certifying that such amendment will not adversely affect in any material respect the interests of the Noteholders. If any such amendment, modification, waiver, supplement, termination or surrender of terms of the Collateral or such waiver of performance shall be so consented to by the Indenture Trustee acting at the direction of such Noteholders, the Issuer agrees, promptly following a request by the Indenture Trustee to do so, to execute and deliver, in its own name and at its own expense, such agreements, instruments, consents and other documents to effect such amendment, modification, waiver, supplement, termination or surrender. (g) The Issuer, at its own expense, shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Servicer of its obligations to the Issuer under or in connection with the Servicing Agreement or by the Purchaser of its obligations to the Issuer under or in connection with the Purchase and Sale Agreement in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Servicing Agreement (or under or in connection with the Purchase and Sale Agreement), including the transmission of notices of default on the part of the Servicer or the Purchaser thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Servicer or the Purchaser of each of their obligations under the Servicing Agreement or the Purchase and Sale Agreement.affected

Performance of Obligations; Servicing of Loans. (a) The Issuer will not take any action and will use its best efforts not to permit any action to be taken by others that would release any Person from any material covenants or obligations under any instrument or agreement included in the Collateral or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in this Indenture, the Servicing Agreement Agreement, Swap Agreements or such other instrument or agreement. (b) The Issuer will punctually perform and observe all of its obligations and agreements contained in this Indenture, the other Related Documents and in the instruments and agreements included in the Collateral, including filing or causing to be filed all UCC financing statements and continuation statements required to be filed by this Indenture and the Servicing Agreement in accordance with and within the time periods provided for herein and therein. (c) The Issuer hereby covenants and agrees that it will enforce the obligations of the Servicer under the Servicing Agreement and if a Servicer Default shall arise from the failure of the Servicer to perform any of its duties or obligations under the Servicing Agreement with respect to the Loans, the Issuer shall take all reasonable steps available to it to remedy such failure. (d) The Issuer hereby covenants and agrees that: (i) it shall promptly exercise its rights to terminate the Servicer pursuant to Section 5.1 of the Servicing Agreement upon the occurrence of a Servicer Default set forth in clause (a) of such section and (ii) prior to exercising its rights to terminate the Servicer pursuant to Section 5.1 of the Servicing Agreement upon the occurrence of a Servicer Default set forth in clause (b) of such section, obtain the consent of the Noteholders representing a majority of the Outstanding Principal Balance of the Notes. Within thirty (30) days after the giving of notice of termination to the Servicer of the Servicer’s 's rights and powers pursuant to Section 6.2 of the Servicing Agreement, the Issuer shall appoint a successor servicer (the “"Successor Servicer”"), such appointment to be reflected by a written assumption in a form acceptable to the Indenture Trustee. In the event that a Successor Servicer has not been appointed and accepted its appointment at the time when the previous Servicer ceases to act as Servicer, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer. The Indenture Trustee may resign as the Servicer by giving written notice of such resignation to the Issuer and in such event will be released from such duties and obligations, such release not to be effective until the date a Successor Servicer enters into a servicing agreement with the Issuer as provided below. Upon delivery of any such notice to the Issuer, the Issuer shall obtain a new servicer as the Successor Servicer under the Servicing Agreement. Any Successor Servicer other than the Indenture Trustee shall: (i) be an established financial institution having a net worth of not less than $50,000,000 and whose regular business includes the servicing of receivables and (ii) enter into a servicing agreement with the Issuer having substantially the same provisions as the provisions of the Servicing Agreement applicable to the Servicer. If the Indenture Trustee shall succeed to the previous Servicer’s 's duties as servicer of the Loans as provided herein, it shall do so in its individual capacity and not in its capacity as Indenture Trustee and, accordingly, the provisions of Article VI shall be inapplicable to the Indenture Trustee in its duties as the Successor Servicer and the servicing of the Loans. In case the Indenture Trustee becomes the Successor Servicer under the Servicing Agreement, the Indenture Trustee shall be entitled to the Servicing Fee and all funds relating to the Loans to which the Servicer would have been entitled if it had continued to act as Servicer under the Servicing Agreement (other than amounts which were due or would become due to the Servicer prior to its termination or resignation). In case the Indenture Trustee shall become the Successor Servicer under the Servicing Agreement, the Indenture Trustee shall be entitled to appoint as Servicer any one of its Affiliates; provided, that it shall be fully liable for the actions and omissions of such Affiliate in its capacity as Successor Servicer. If the Indenture Trustee shall become the Successor Servicer under the Servicing Agreement, the Indenture Trustee shall be entitled to appoint as Servicer any one of its Affiliates; provided, that it shall be fully liable for the actions and omissions of such Affiliate in its capacity as Successor Servicer. In case the Indenture Trustee becomes the Successor Servicer, it shall not be responsible for delays attributable to the Servicer's failure to deliver information, defects in the information supplied by the Servicer or other circumstances beyond its control as Successor Servicer. Upon the Indenture Trustee becoming the Successor Servicer, it shall make arrangements with the Servicer for the prompt and safe transfer of, and the Servicer shall provide to such Successor Servicer, all necessary servicing files and records, including (as deemed necessary by such Successor Servicer at such time): (i) microfiche loan documentation, (ii) servicing system tapes, (iii) Loans payment history, (iv) collections history and (v) the trial balances, as of the close of business on the day immediately preceding conversion to such Successor Servicer, reflecting all applicable information relating to the Loans. Upon the Indenture Trustee becoming the Successor Servicer, it shall have no responsibility and shall not be in default hereunder nor incur any liability for any failure, error, malfunction or any delay in carrying out any of its duties under this Indenture if any such failure or delay results from such Successor Servicer acting in accordance with information prepared or supplied by a Person other than such Successor Servicer or the failure of any such Person to prepare or provide such information. Upon the Indenture Trustee becoming the Successor Servicer, it shall have no responsibility, shall not be in default and shall incur no liability (i) for any act or failure to act by any third party, including the Servicer, or for any inaccuracy or omission in a notice or communication received by such Successor Servicer from any third party or (ii) which is due to or results from the invalidity, unenforceability of any Loan with applicable law or the breach or the inaccuracy of any representation or warranty made with respect to any Loan or its related Equipment. (e) Upon any termination of the Servicer’s 's rights and powers pursuant to the Servicing Agreement, the Issuer shall promptly notify the Indenture Trustee and each Rating Agency then rating the NotesTrustee. As soon as a Successor Servicer is appointed, the Issuer shall notify the Indenture Trustee of such appointment, specifying in such notice the name and address of such Successor Servicer. (f) The Issuer agrees that it will not, without the prior written consent of the Indenture Trustee (acting at the direction of or the Noteholders of at least a majority of the Outstanding Principal Balance), amend, modifyxxxxxx, waive, supplement, terminate or surrender, or agree to any amendment, modification, supplement, termination, waiver or surrender of, the terms of any Collateral (except to the extent otherwise in accordance with the Credit and Collection Policies) or the Related Documents, or waive timely performance or observance by the Purchaser under the Purchase and Sale Agreement, the applicable Seller under the Sale Agreement or the Servicer under the Servicing Agreement; provided, that, no such amendment, modification, waiver, supplement, termination amendment or surrender of terms of the Collateral or such waiver of performance shall: (i) increase or reduce in any manner the amount of, or accelerate or delay the timing of, deposits required to be made to the Trust Accounts and payments that are required to be made from the Trust Accounts for the benefit of the Noteholders, or (ii) reduce the aforesaid percentage of the Notes that are required to consent to any such amendment, in either case without the consent of the Noteholders of all the Outstanding Notes; provided, further, that the Issuer may, without the consent of the Noteholders, amend the Related Documents, to reflect any change in General Electric Company’s fiscal calendar, so long as the Issuer provides an Officer’s Certificate to the Indenture Trustee certifying that such amendment will not adversely affect in any material respect the interests of the Noteholders. If any such amendment, modification, waiver, supplement, termination supplement or surrender of terms of the Collateral or such waiver of performance shall be so consented to by the Indenture Trustee acting at the direction of or such Noteholders, the Issuer agrees, promptly following a request by the Indenture Trustee to do so, to execute and deliver, in its own name and at its own expense, such agreements, instruments, consents and other documents to effect such amendment, modification, waiver, supplement, termination as the Indenture Trustee may deem necessary or surrenderappropriate in the circumstances. (g) The Promptly following a request from the Indenture Trustee to do so and at the Issuer, at its own 's expense, the Issuer shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Servicer of its obligations to the Issuer under or in connection with the Servicing Agreement or by the Purchaser of its obligations to the Issuer under or in connection with the Purchase and Sale Agreement in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Servicing Agreement (or under or in connection with the Purchase and Sale Agreement)) to the extent and in the manner directed by the Indenture Trustee, including the transmission of notices of default on the part of the Servicer or the Purchaser thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Servicer or the Purchaser of each of their obligations under the Servicing Agreement or the Purchase and Sale Agreement.

Performance of Obligations; Servicing of Loans. (a) The Issuer will not take any action and will use its best efforts not to permit any action to be taken by others that would release any Person from any material of such Person’s covenants or obligations under any instrument or agreement included in the Collateral or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in this Indenture, the Servicing Agreement Basic Documents or such other instrument or agreement. (b) The Issuer may contract with or otherwise obtain the assistance of other Persons (including, without limitation, the Administrator under the Administration Agreement) to assist it in performing its duties under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an Officer’s Certificate of the Issuer shall be deemed to be action taken by the Issuer. Initially, the Issuer has contracted with the Servicer and the Administrator to assist the Issuer in performing its duties under this Indenture. (c) The Issuer will punctually perform and observe all of its obligations and agreements contained in this Indenture, in the other Related Basic Documents and in the instruments and agreements included in the Collateral, including but not limited to (i) filing or causing to be filed all UCC financing statements and continuation statements required to be filed by the terms of this Indenture and the Sale and Servicing Agreement and (ii) recording or causing to be recorded all Mortgages, Assignments of Mortgage, all intervening Assignments of Mortgage and all assumption and modification agreements required to be recorded by the terms of the Sale and Servicing Agreement, in accordance with and within the time periods provided for herein in this Indenture and/or the Sale and Servicing Agreement, as applicable. Except as otherwise expressly provided therein, the Issuer shall not waive, amend, modify, supplement or terminate any Basic Document or any provision thereof without the consent of the Indenture Trustee and the Majority Noteholders. (cd) The If the Issuer hereby covenants and agrees that it will enforce the obligations shall have knowledge of the Servicer under occurrence of a Servicing Event of Default, the Issuer shall promptly notify the Indenture Trustee and the Initial Noteholder thereof, and shall specify in such notice the action, if any, the Issuer is taking with respect to such default. If a Servicing Agreement and if a Servicer Event of Default shall arise from the failure of the Servicer to perform any of its duties or obligations under the Sale and Servicing Agreement with respect to the Loans, the Issuer shall take all reasonable steps available to it to remedy such failure. (de) The Issuer hereby covenants and agrees that: (i) it shall promptly exercise its rights to terminate the Servicer pursuant to Section 5.1 of the Servicing Agreement upon the occurrence of a Servicer Default set forth in clause (a) of such section and (ii) prior to exercising its rights to terminate the Servicer pursuant to Section 5.1 of the Servicing Agreement upon the occurrence of a Servicer Default set forth in clause (b) of such section, obtain the consent of the Noteholders representing a majority of the Outstanding Principal Balance of the Notes. Within thirty (30) days after the giving of notice of termination to the Servicer of the Servicer’s rights and powers pursuant to Section 6.2 of the Servicing Agreement, the Issuer shall appoint a successor servicer (the “Successor Servicer”), such appointment to be reflected by a written assumption in a form acceptable to the Indenture Trustee. In the event that a Successor Servicer has not been appointed and accepted its appointment at the time when the previous Servicer ceases to act as Servicer, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer. The Indenture Trustee may resign as the Servicer by giving written notice of such resignation to the Issuer and in such event will be released from such duties and obligations, such release not to be effective until the date a Successor Servicer enters into a servicing agreement with the Issuer as provided below. Upon delivery of any such notice to the Issuer, the Issuer shall obtain a new servicer as the Successor Servicer under the Servicing Agreement. Any Successor Servicer other than the Indenture Trustee shall: (i) be an established financial institution having a net worth of not less than $50,000,000 and whose regular business includes the servicing of receivables and (ii) enter into a servicing agreement with the Issuer having substantially the same provisions as the provisions of the Servicing Agreement applicable to the Servicer. If the Indenture Trustee shall succeed to the previous Servicer’s duties as servicer of the Loans as provided herein, it shall do so in its individual capacity and not in its capacity as Indenture Trustee and, accordingly, the provisions of Article VI shall be inapplicable to the Indenture Trustee in its duties as the Successor Servicer and the servicing of the Loans. In case the Indenture Trustee becomes the Successor Servicer under the Servicing Agreement, the Indenture Trustee shall be entitled to the Servicing Fee and all funds relating to the Loans to which the Servicer would have been entitled if it had continued to act as Servicer under the Servicing Agreement (other than amounts which were due or would become due to the Servicer prior to its termination or resignation). In case the Indenture Trustee shall become the Successor Servicer under the Servicing Agreement, the Indenture Trustee shall be entitled to appoint as Servicer any one of its Affiliates; provided, that it shall be fully liable for the actions and omissions of such Affiliate in its capacity as Successor Servicer. If the Indenture Trustee shall become the Successor Servicer under the Servicing Agreement, the Indenture Trustee shall be entitled to appoint as Servicer any one of its Affiliates; provided, that it shall be fully liable for the actions and omissions of such Affiliate in its capacity as Successor Servicer. In case the Indenture Trustee becomes the Successor Servicer, it shall not be responsible for delays attributable to the Servicer's failure to deliver information, defects in the information supplied by the Servicer or other circumstances beyond its control as Successor Servicer. Upon the Indenture Trustee becoming the Successor Servicer, it shall make arrangements with the Servicer for the prompt and safe transfer of, and the Servicer shall provide to such Successor Servicer, all necessary servicing files and records, including (as deemed necessary by such Successor Servicer at such time): (i) microfiche loan documentation, (ii) servicing system tapes, (iii) Loans payment history, (iv) collections history and (v) the trial balances, as of the close of business on the day immediately preceding conversion to such Successor Servicer, reflecting all applicable information relating to the Loans. Upon the Indenture Trustee becoming the Successor Servicer, it shall have no responsibility and shall not be in default hereunder nor incur any liability for any failure, error, malfunction or any delay in carrying out any of its duties under this Indenture if any such failure or delay results from such Successor Servicer acting in accordance with information prepared or supplied by a Person other than such Successor Servicer or the failure of any such Person to prepare or provide such information. Upon the Indenture Trustee becoming the Successor Servicer, it shall have no responsibility, shall not be in default and shall incur no liability (i) for any act or failure to act by any third party, including the Servicer, or for any inaccuracy or omission in a notice or communication received by such Successor Servicer from any third party or (ii) which is due to or results from the invalidity, unenforceability of any Loan with applicable law or the breach or the inaccuracy of any representation or warranty made with respect to any Loan or its related Equipment.[Reserved] (ef) Upon any termination of the Servicer’s rights and powers pursuant to the Sale and Servicing Agreement, the Issuer shall promptly notify the Indenture Trustee and each Rating Agency then rating the NotesTrustee. As soon as a Successor Servicer successor servicer is appointedappointed pursuant to the Sale and Servicing Agreement, the Issuer shall notify the Indenture Trustee of such appointment, specifying in such notice the name and address of such Successor Servicersuccessor servicer. (fg) The Without derogating from the absolute nature of the assignment granted to the Indenture Trustee under this Indenture or the rights of the Indenture Trustee hereunder, the Issuer agrees (i) that it will not, without the prior written consent of the Indenture Trustee (acting at the direction of the Noteholders of at least a majority of the Outstanding Principal Balance)Trustee, amend, modify, waive, supplement, terminate or surrender, or agree to any amendment, modification, supplement, termination, waiver or surrender of, the terms of any Collateral (except to the extent otherwise in accordance with permitted by the Credit Sale and Collection PoliciesServicing Agreement) or the Related Basic Documents, or waive timely performance or observance by the Purchaser under Servicer or the Purchase and Sale Agreement, the applicable Seller Depositor under the Sale Agreement or the Servicer under the and Servicing Agreement; provided, that, no and (ii) that any such amendment, modification, waiver, supplement, termination or surrender of terms of the Collateral or such waiver of performance shall: amendment shall not (iA) increase or reduce in any manner the amount of, or accelerate or delay the timing of, deposits required to be made to the Trust Accounts and payments distributions that are required to be made from the Trust Accounts for the benefit of the Noteholders, Noteholders or (iiB) reduce the aforesaid percentage of the Notes that are is required to consent to any such amendment, in either case without the consent of the Noteholders evidencing 100% Percentage Interests of all the Outstanding Notes; provided, further, that the Issuer may, without the consent of the Noteholders, amend the Related Documents, to reflect any change in General Electric Company’s fiscal calendar, so long as the Issuer provides an Officer’s Certificate to the Indenture Trustee certifying that such amendment will not adversely affect in any material respect the interests of the Noteholders. If any such amendment, modification, waiver, supplement, termination supplement or surrender of terms of the Collateral or such waiver of performance shall so be so consented to by the Indenture Trustee acting at the direction of such NoteholdersTrustee, the Issuer agrees, promptly following a request by the Indenture Trustee to do so, to execute and deliver, in its own name and at its own expense, such agreements, instruments, consents and other documents to effect such amendment, modification, waiver, supplement, termination or surrender. (g) The Issuer, at its own expense, shall take all such lawful action as the Indenture Trustee may request to compel deem necessary or secure appropriate in the performance and observance by the Servicer of its obligations to the Issuer under or in connection with the Servicing Agreement or by the Purchaser of its obligations to the Issuer under or in connection with the Purchase and Sale Agreement in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Servicing Agreement (or under or in connection with the Purchase and Sale Agreement), including the transmission of notices of default on the part of the Servicer or the Purchaser thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Servicer or the Purchaser of each of their obligations under the Servicing Agreement or the Purchase and Sale Agreementcircumstances.

Performance of Obligations; Servicing of Loans. (a) The Issuer will not take any action and will use its best efforts not to permit any action to be taken by others that would release any Person from any of such Person's material covenants or obligations under any instrument or agreement included in the Collateral or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in this Indenture, the Sale and Servicing Agreement or such other instrument or agreement. (b) The Issuer may contract with or otherwise obtain the assistance of other Persons (including, without limitation, the Administrator under the Administration Agreement) to assist it in performing its duties under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an Officer's Certificate of the Issuer shall be deemed to be action taken by the Issuer. Initially, the Issuer has contracted with the Servicer and the Administrator to assist the Issuer in performing its duties under this Indenture. The Administrator must at all times be the same Person as the Indenture Trustee. (c) The Issuer will punctually perform and observe all of its obligations and agreements contained in this Indenture, in the other Related Basic Documents and in the instruments and agreements included in the Collateral, including but not limited to (i) filing or causing to be filed all UCC financing statements and continuation statements required to be filed by the terms of this Indenture and the Sale and Servicing Agreement and (ii) recording or causing to be recorded all Mortgages, Assignments of Mortgage, all intervening Assignments of Mortgage and all assumption and modification agreements required to be recorded by the terms of the Sale and Servicing Agreement, in accordance with and within the time periods provided for herein in this Indenture and/or the Sale and Servicing Agreement, as applicable. Except as otherwise expressly provided therein, the Issuer shall not waive, amend, modify, supplement or terminate any Basic Document or any provision thereof without the consent of the Indenture Trustee and the Holders of at least a majority of the Voting Interests of the Outstanding Notes. (cd) The If the Issuer hereby covenants and agrees that it will enforce the obligations shall have knowledge of the Servicer occurrence of an Event of Default under the Sale and Servicing Agreement Agreement, the Issuer shall promptly notify the Indenture Trustee and the Rating Agencies thereof, and shall specify in such notice the action, if a Servicer any, the Issuer is taking with respect to such default. If such an Event of Default shall arise from the failure of the Servicer to perform any of its duties or obligations under the Sale and Servicing Agreement with respect to the Loans, the Issuer shall take all reasonable steps available to it to remedy such failure. (de) The Issuer hereby covenants and agrees that: (i) it shall As promptly exercise its rights to terminate the Servicer pursuant to Section 5.1 of the Servicing Agreement upon the occurrence of a Servicer Default set forth in clause (a) of such section and (ii) prior to exercising its rights to terminate the Servicer pursuant to Section 5.1 of the Servicing Agreement upon the occurrence of a Servicer Default set forth in clause (b) of such section, obtain the consent of the Noteholders representing a majority of the Outstanding Principal Balance of the Notes. Within thirty (30) days as possible after the giving of notice of termination to the Servicer of the termination of the Servicer’s 's rights and powers pursuant to Section 6.2 10.01 ------------- of the Sale and Servicing Agreement, the Issuer Indenture Trustee shall appoint a successor servicer (the “"Successor Servicer”"), and such Successor Servicer shall ------------------ accept its appointment to be reflected by a written assumption in a form acceptable to the Indenture Trustee. In the event that a Successor Servicer has shall not have been appointed and accepted its appointment at the time when the previous Servicer ceases to act as Servicer, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer. The Indenture Trustee may resign as the Servicer by giving written notice of such resignation to the Issuer and in such event will be released from such duties and obligations, such release not to be effective until the date a Successor Servicer new servicer enters into a servicing agreement with the Issuer as provided below. Upon delivery of any such notice to the Issuer, the Issuer shall obtain a new servicer as the Successor Servicer under the Sale and Servicing Agreement. Any Successor Servicer other than the Indenture Trustee shall: shall (i) be an established financial institution having a net worth satisfy the criteria specified in Section 4.07 of not less than $50,000,000 the Sale and whose regular business includes the servicing of receivables Servicing Agreement and (ii) enter ------------ into a servicing agreement with the Issuer having substantially the same provisions as the provisions of the Sale and Servicing Agreement applicable to the Servicer. If within 30 days after the delivery of the notice referred to above, the Issuer shall not have obtained such new servicer, the Indenture Trustee may appoint, or may petition a court of competent jurisdiction to appoint, a Successor Servicer. In connection with any such appointment, the Indenture Trustee may make such arrangements for the compensation of such successor as it and such successor shall agree, subject to the limitations set forth below and in the Sale and Servicing Agreement, and in accordance with Section 10.02 of the Sale and Servicing Agreement, the Issuer shall enter into ------------- an agreement with such successor for the servicing of the Loans (such agreement to be in form and substance satisfactory to the Indenture Trustee). The servicing fee paid to any Successor Servicer shall not be in excess of the Servicing Fee being paid to the initial Servicer. If the Indenture Trustee shall succeed to the previous Servicer’s 's duties as servicer of the Loans as provided herein, it shall do so in its individual capacity and not in its capacity as Indenture Trustee and, accordingly, the provisions of Article VI hereof shall be inapplicable to the Indenture Trustee in its duties as the Successor Servicer and the servicing of the Loans. In case the Indenture Trustee becomes the shall become Successor Servicer under the Servicing Agreement, the Indenture Trustee shall be entitled to the Servicing Fee Sale and all funds relating to the Loans to which the Servicer would have been entitled if it had continued to act as Servicer under the Servicing Agreement (other than amounts which were due or would become due to the Servicer prior to its termination or resignation). In case the Indenture Trustee shall become the Successor Servicer under the Servicing Agreement, the Indenture Trustee shall be entitled to appoint as Servicer any one of its Affiliates; provided, provided that it shall be fully liable for the actions and omissions of such Affiliate in its such capacity as Successor Servicer. If the Indenture Trustee shall become the Successor Servicer under the Servicing Agreement, the Indenture Trustee shall be entitled to appoint as Servicer any one of its Affiliates; provided, that it shall be fully liable for the actions and omissions of such Affiliate in its capacity as Successor Servicer. In case the Indenture Trustee becomes the Successor Servicer, it shall not be responsible for delays attributable to the Servicer's failure to deliver information, defects in the information supplied by the Servicer or other circumstances beyond its control as Successor Servicer. Upon the Indenture Trustee becoming the Successor Servicer, it shall make arrangements with the Servicer for the prompt and safe transfer of, and the Servicer shall provide to such Successor Servicer, all necessary servicing files and records, including (as deemed necessary by such Successor Servicer at such time): (i) microfiche loan documentation, (ii) servicing system tapes, (iii) Loans payment history, (iv) collections history and (v) the trial balances, as of the close of business on the day immediately preceding conversion to such Successor Servicer, reflecting all applicable information relating to the Loans. Upon the Indenture Trustee becoming the Successor Servicer, it shall have no responsibility and shall not be in default hereunder nor incur any liability for any failure, error, malfunction or any delay in carrying out any of its duties under this Indenture if any such failure or delay results from such Successor Servicer acting in accordance with information prepared or supplied by a Person other than such Successor Servicer or the failure of any such Person to prepare or provide such information. Upon the Indenture Trustee becoming the Successor Servicer, it shall have no responsibility, shall not be in default and shall incur no liability (i) for any act or failure to act by any third party, including the Servicer, or for any inaccuracy or omission in a notice or communication received by such Successor Servicer from any third party or (ii) which is due to or results from the invalidity, unenforceability of any Loan with applicable law or the breach or the inaccuracy of any representation or warranty made with respect to any Loan or its related Equipment. (ef) Upon any termination of the Servicer’s 's rights and powers pursuant to the Sale and Servicing Agreement, the Issuer shall promptly notify the Indenture Trustee and each Rating Agency then rating the NotesTrustee. As soon as a Successor Servicer is appointed, the Issuer Indenture Trustee shall notify the Indenture Trustee Issuer of such appointment, specifying in such notice the name and address of such Successor Servicer. (fg) The Without derogating from the absolute nature of the assignment granted to the Indenture Trustee under this Indenture or the rights of the Indenture Trustee hereunder, the Issuer agrees (i) that it will not, without the prior written consent of the Indenture Trustee (acting at the direction of the Noteholders of at least a majority of the Outstanding Principal Balance)Trustee, amend, modify, waive, supplement, terminate or surrender, or agree to any amendment, modification, supplement, termination, waiver or surrender of, the terms of any Collateral (except to the extent otherwise provided in accordance with the Credit Sale and Collection PoliciesServicing Agreement) or the Related Basic Documents, or waive timely performance or observance by the Purchaser under Servicer or the Purchase and Sale Agreement, the applicable Seller Depositor under the Sale Agreement or the Servicer under the and Servicing Agreement; provided, that, no and (ii) that any such amendment, modification, waiver, supplement, termination or surrender of terms of the Collateral or such waiver of performance shall: amendment shall not (iA) increase or reduce in any manner the amount of, or accelerate or delay the timing of, deposits required to be made to the Trust Accounts and payments distributions that are required to be made from the Trust Accounts for the benefit of the Noteholders, Noteholders or (iiB) reduce the aforesaid percentage of the Notes that are is required to consent to any such amendment, in either case without the consent of the Noteholders Holders the Voting Interests of all the Outstanding Notes; provided, further, that the Issuer may, without the consent of the Noteholders, amend the Related Documents, to reflect any change in General Electric Company’s fiscal calendar, so long as the Issuer provides an Officer’s Certificate to the Indenture Trustee certifying that such amendment will not adversely affect in any material respect the interests of the Noteholders. If any such amendment, modification, waiver, supplement, termination supplement or surrender of terms of the Collateral or such waiver of performance shall so be so consented to by the Indenture Trustee acting at the direction of such NoteholdersTrustee, the Issuer agrees, promptly following a request by the Indenture Trustee to do so, to execute and deliver, in its own name and at its own expense, such agreements, instruments, consents and other documents to effect such amendment, modification, waiver, supplement, termination or surrender. (g) The Issuer, at its own expense, shall take all such lawful action as the Indenture Trustee may request to compel deem necessary or secure appropriate in the performance and observance by the Servicer of its obligations to the Issuer under or in connection with the Servicing Agreement or by the Purchaser of its obligations to the Issuer under or in connection with the Purchase and Sale Agreement in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Servicing Agreement (or under or in connection with the Purchase and Sale Agreement), including the transmission of notices of default on the part of the Servicer or the Purchaser thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Servicer or the Purchaser of each of their obligations under the Servicing Agreement or the Purchase and Sale Agreementcircumstances.

Performance of Obligations; Servicing of Loans. (a) The Issuer will Co-Issuers shall not take any action and will shall use its their best efforts not to permit any action to be taken by others that would release any Person from any of such Person’s material covenants or obligations under any instrument or agreement included in the Collateral Trust Estate or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in this Indenture, the Servicing Agreement applicable Loan Purchase Agreements or such other instrument or agreement. (b) The Issuer Co-Issuers may contract with other Persons to assist it in performing their duties under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee, the Paying Agent and the Note Registrar in an Officer’s Certificate of the Co-Issuers shall satisfy the obligations of the Co-Issuers with respect thereto and shall be deemed to be an action taken by the Co-Issuers. (c) The Co-Issuers will punctually perform and observe all of its obligations and agreements contained in this Indenture, the other Related Transaction Documents and in the instruments and agreements included in relating to the CollateralTrust Estate, including but not limited to preparing, authorizing and filing or causing to be filed all UCC financing statements and continuation amendments to financing statements required to be filed by the terms of this Indenture and the Servicing Agreement other Transaction Documents in accordance with and within the time periods provided for herein and therein. (cd) The Issuer hereby covenants and agrees that it will enforce If the obligations Co-Issuers shall have knowledge of the occurrence of a Servicer Default under the Servicing Agreement Agreement, the Co-Issuers shall promptly notify the Indenture Trustee and shall specify in such notice the action, if any, being taken with respect to such default. If a Servicer Default shall arise from the failure of the Servicer to perform any of its duties or obligations under the Servicing Agreement with respect to the LoansTrust Estate, the Issuer Co-Issuers shall take all reasonable steps available to it to remedy such failure. (d) The Issuer hereby covenants and agrees that: (i) it shall promptly exercise its rights to terminate the Servicer pursuant to Section 5.1 of the Servicing Agreement upon the occurrence of a Servicer Default set forth in clause (a) of such section and (ii) prior to exercising its rights to terminate the Servicer pursuant to Section 5.1 of the Servicing Agreement upon the occurrence of a Servicer Default set forth in clause (b) of such section, obtain the consent of the Noteholders representing a majority of the Outstanding Principal Balance of the Notes. Within thirty (30) days after the giving of notice of termination to the Servicer of the Servicer’s rights and powers pursuant to Section 6.2 of the Servicing Agreement, the Issuer shall appoint a successor servicer (the “Successor Servicer”), such appointment to or as may be reflected directed by a written assumption in a form acceptable to the Indenture Trustee. In the event that a Successor Servicer has not been appointed and accepted its appointment at the time when the previous Servicer ceases to act as Servicer, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer. The Indenture Trustee may resign as the Servicer by giving written notice of such resignation to the Issuer and in such event will be released from such duties and obligations, such release not to be effective until the date a Successor Servicer enters into a servicing agreement with the Issuer as provided below. Upon delivery of any such notice to the Issuer, the Issuer shall obtain a new servicer as the Successor Servicer under the Servicing Agreement. Any Successor Servicer other than the Indenture Trustee shall: (i) be an established financial institution having a net worth of not less than $50,000,000 and whose regular business includes the servicing of receivables and (ii) enter into a servicing agreement with the Issuer having substantially the same provisions as the provisions of the Servicing Agreement applicable to the Servicer. If the Indenture Trustee shall succeed to the previous Servicer’s duties as servicer of the Loans as provided herein, it shall do so in its individual capacity and not in its capacity as Indenture Trustee and, accordingly, the provisions of Article VI shall be inapplicable to the Indenture Trustee in its duties as the Successor Servicer and the servicing of the Loans. In case the Indenture Trustee becomes the Successor Servicer under the Servicing Agreement, the Indenture Trustee shall be entitled to the Servicing Fee and all funds relating to the Loans to which the Servicer would have been entitled if it had continued to act as Servicer under the Servicing Agreement (other than amounts which were due or would become due to the Servicer prior to its termination or resignation). In case the Indenture Trustee shall become the Successor Servicer under the Servicing Agreement, the Indenture Trustee shall be entitled to appoint as Servicer any one of its Affiliates; provided, that it shall be fully liable for the actions and omissions of such Affiliate in its capacity as Successor Servicer. If the Indenture Trustee shall become the Successor Servicer under the Servicing Agreement, the Indenture Trustee shall be entitled to appoint as Servicer any one of its Affiliates; provided, that it shall be fully liable for the actions and omissions of such Affiliate in its capacity as Successor Servicer. In case the Indenture Trustee becomes the Successor Servicer, it shall not be responsible for delays attributable to the Servicer's failure to deliver information, defects in the information supplied by the Servicer or other circumstances beyond its control as Successor Servicer. Upon the Indenture Trustee becoming the Successor Servicer, it shall make arrangements with the Servicer for the prompt and safe transfer of, and the Servicer shall provide to such Successor Servicer, all necessary servicing files and records, including (as deemed necessary by such Successor Servicer at such time): (i) microfiche loan documentation, (ii) servicing system tapes, (iii) Loans payment history, (iv) collections history and (v) the trial balances, as of the close of business on the day immediately preceding conversion to such Successor Servicer, reflecting all applicable information relating to the Loans. Upon the Indenture Trustee becoming the Successor Servicer, it shall have no responsibility and shall not be in default hereunder nor incur any liability for any failure, error, malfunction or any delay in carrying out any of its duties under this Indenture if any such failure or delay results from such Successor Servicer acting in accordance with information prepared or supplied by a Person other than such Successor Servicer or the failure of any such Person to prepare or provide such information. Upon the Indenture Trustee becoming the Successor Servicer, it shall have no responsibility, shall not be in default and shall incur no liability (i) for any act or failure to act by any third party, including the Servicer, or for any inaccuracy or omission in a notice or communication received by such Successor Servicer from any third party or (ii) which is due to or results from the invalidity, unenforceability of any Loan with applicable law or the breach or the inaccuracy of any representation or warranty made with respect to any Loan or its related Equipment. (e) Upon any termination of the Servicer’s rights and powers pursuant to the Servicing Agreement, the Issuer shall promptly notify the Indenture Trustee and each Rating Agency then rating the Notes. As soon as a Successor Servicer is appointed, the Issuer shall notify the Indenture Trustee of such appointment, specifying in such notice the name and address of such Successor Servicer. (f) The Issuer agrees that it will not, without the prior written consent of the Indenture Trustee (acting at the written direction of the Noteholders of at least a majority Required Noteholders) to remedy such failure or to cause such failure to be remedied. (e) Each of the Outstanding Principal Balance), amend, modify, waive, supplement, terminate or surrender, or agree to any amendment, modification, supplement, termination, waiver or surrender of, Co-Issuers shall deliver the terms of any Collateral (except Loan Schedule received by it pursuant to the extent otherwise in accordance with applicable Loan Purchase Agreement on the Credit and Collection Policies) or the Related Documents, or waive timely performance or observance by the Purchaser under the Purchase and Sale Agreement, the applicable Seller under the Sale Agreement or the Servicer under the Servicing Agreement; provided, that, no such amendment, modification, waiver, supplement, termination or surrender of terms of the Collateral or such waiver of performance shall: (i) increase or reduce in any manner the amount of, or accelerate or delay the timing of, deposits required to be made to the Trust Accounts and payments that are required to be made from the Trust Accounts for the benefit of the Noteholders, or (ii) reduce the aforesaid percentage of the Notes that are required to consent to any such amendment, in either case without the consent of the Noteholders of all the Outstanding Notes; provided, further, that the Issuer may, without the consent of the Noteholders, amend the Related Documents, to reflect any change in General Electric Company’s fiscal calendar, so long as the Issuer provides an Officer’s Certificate Closing Date to the Indenture Trustee certifying that such amendment will not adversely affect in any material respect the interests of the Noteholders. If any such amendment, modification, waiver, supplement, termination or surrender of terms of the Collateral or such waiver of performance shall be so consented to by the Indenture Trustee acting at the direction of such Noteholders, the Issuer agrees, promptly following a request by the Indenture Trustee to do so, to execute and deliver, in its own name and at its own expense, such agreements, instruments, consents and other documents to effect such amendment, modification, waiver, supplement, termination or surrenderTrustee. (gf) The Issuer, at its own expense, Co-Issuers shall take pay all Other Co-Issuer Obligations as and when the same shall become due and owing from funds available for such lawful action as the Indenture Trustee may request purpose pursuant to compel or secure the performance and observance by the Servicer of its obligations to the Issuer under or in connection with the Servicing Agreement or by the Purchaser of its obligations to the Issuer under or in connection with the Purchase and Sale Agreement in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Servicing Agreement (or under or in connection with the Purchase and Sale AgreementSection 8.06(a), including the transmission of notices of default on the part of the Servicer or the Purchaser thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Servicer or the Purchaser of each of their obligations under the Servicing Agreement or the Purchase and Sale Agreement.

Performance of Obligations; Servicing of Loans. (a) The Issuer will not take any action and will use its best efforts not to permit any action to be taken by others that would release any Person from any material covenants or obligations under any instrument or agreement included in the Collateral or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in this Indenture, the Servicing Agreement, Swap Agreement or such other instrument or agreement. (b) The Issuer will punctually perform and observe all of its obligations and agreements contained in this Indenture, the other Related Documents and in the instruments and agreements included in the Collateral, including filing or causing to be filed all UCC financing statements and continuation statements required to be filed by this Indenture and the Servicing Agreement in accordance with and within the time periods provided for herein and therein. (c) The Issuer hereby covenants and agrees that it will enforce the obligations of the Servicer under the Servicing Agreement and if a Servicer Default shall arise from the failure of the Servicer to perform any of its duties or obligations under the Servicing Agreement with respect to the Loans, the Issuer shall take all reasonable steps available to it to remedy such failure. (d) The Issuer hereby covenants and agrees that: (i) it shall promptly exercise its rights to terminate the Servicer pursuant to Section 5.1 of the Servicing Agreement upon the occurrence of a Servicer Default set forth in clause (a) of such section and (ii) prior to exercising its rights to terminate the Servicer pursuant to Section 5.1 of the Servicing Agreement upon the occurrence of a Servicer Default set forth in clause (b) of such section, obtain the consent of the Noteholders representing a majority of the Outstanding Principal Balance of the Notes. Within thirty (30) days after the giving of notice of termination to the Servicer of the Servicer’s 's rights and powers pursuant to Section 6.2 of the Servicing Agreement, the Issuer shall appoint a successor servicer (the “"Successor Servicer”"), such appointment to be reflected by a written assumption in a form acceptable to the Indenture Trustee. In the event that a Successor Servicer has not been appointed and accepted its appointment at the time when the previous Servicer ceases to act as Servicer, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer. The Indenture Trustee may resign as the Servicer by giving written notice of such resignation to the Issuer and in such event will be released from such duties and obligations, such release not to be effective until the date a Successor Servicer enters into a servicing agreement with the Issuer as provided below. Upon delivery of any such notice to the Issuer, the Issuer shall obtain a new servicer as the Successor Servicer under the Servicing Agreement. Any Successor Servicer other than the Indenture Trustee shall: (i) be an established financial institution having a net worth of not less than $50,000,000 and whose regular business includes the servicing of receivables and (ii) enter into a servicing agreement with the Issuer having substantially the same provisions as the provisions of the Servicing Agreement applicable to the Servicer. If the Indenture Trustee shall succeed to the previous Servicer’s 's duties as servicer of the Loans as provided herein, it shall do so in its individual capacity and not in its capacity as Indenture Trustee and, accordingly, the provisions of Article VI shall be inapplicable to the Indenture Trustee in its duties as the Successor Servicer and the servicing of the Loans. In case the Indenture Trustee becomes the Successor Servicer under the Servicing Agreement, the Indenture Trustee shall be entitled to the Servicing Fee and all funds relating to the Loans to which the Servicer would have been entitled if it had continued to act as Servicer under the Servicing Agreement (other than amounts which were due or would become due to the Servicer prior to its termination or resignation). In case the Indenture Trustee shall become the Successor Servicer under the Servicing Agreement, the Indenture Trustee shall be entitled to appoint as Servicer any one of its Affiliates; provided, that it shall be fully liable for the actions and omissions of such Affiliate in its capacity as Successor Servicer. If the Indenture Trustee shall become the Successor Servicer under the Servicing Agreement, the Indenture Trustee shall be entitled to appoint as Servicer any one of its Affiliates; provided, that it shall be fully liable for the actions and omissions of such Affiliate in its capacity as Successor Servicer. In case the Indenture Trustee becomes the Successor Servicer, it shall not be responsible for delays attributable to the Servicer's failure to deliver information, defects in the information supplied by the Servicer or other circumstances beyond its control as Successor Servicer. Upon the Indenture Trustee becoming the Successor Servicer, it shall make arrangements with the Servicer for the prompt and safe transfer of, and the Servicer shall provide to such Successor Servicer, all necessary servicing files and records, including (as deemed necessary by such Successor Servicer at such time): (i) microfiche loan documentation, (ii) servicing system tapes, (iii) Loans payment history, (iv) collections history and (v) the trial balances, as of the close of business on the day immediately preceding conversion to such Successor Servicer, reflecting all applicable information relating to the Loans. Upon the Indenture Trustee becoming the Successor Servicer, it shall have no responsibility and shall not be in default hereunder nor incur any liability for any failure, error, malfunction or any delay in carrying out any of its duties under this Indenture if any such failure or delay results from such Successor Servicer acting in accordance with information prepared or supplied by a Person other than such Successor Servicer or the failure of any such Person to prepare or provide such information. Upon the Indenture Trustee becoming the Successor Servicer, it shall have no responsibility, shall not be in default and shall incur no liability (i) for any act or failure to act by any third party, including the Servicer, or for any inaccuracy or omission in a notice or communication received by such Successor Servicer from any third party or (ii) which is due to or results from the invalidity, unenforceability of any Loan with applicable law or the breach or the inaccuracy of any representation or warranty made with respect to any Loan or its related Equipment. (e) Upon any termination of the Servicer’s 's rights and powers pursuant to the Servicing Agreement, the Issuer shall promptly notify the Indenture Trustee and each Rating Agency then rating the Notes. As soon as a Successor Servicer is appointedTrustee, the Issuer shall notify the Indenture Trustee of such appointment, specifying in such notice the name and address of such Successor Servicer. (f) The Issuer agrees that it will not, without the prior written consent of the Indenture Trustee (acting at the direction of the Noteholders of at least a majority of the Outstanding Principal Balance), amend, modify, waive, supplement, terminate or surrender, or agree to any amendment, modification, supplement, termination, waiver or surrender of, the terms of any Collateral (except to the extent otherwise in accordance with the Credit and Collection Policies) or the Related Documents, or waive timely performance or observance by the Purchaser under the Purchase and Sale Agreement, the applicable Seller under the Sale Agreement or the Servicer under the Servicing Agreement; provided, that, no such amendment, modification, waiver, supplement, termination or surrender of terms of the Collateral or such waiver of performance shall: (i) increase or reduce in any manner the amount of, or accelerate or delay the timing of, deposits required to be made to the Trust Accounts and payments that are required to be made from the Trust Accounts for the benefit of the Noteholders, or (ii) reduce the aforesaid percentage of the Notes that are required to consent to any such amendment, in either case without the consent of the Noteholders of all the Outstanding Notes; provided, further, that the Issuer may, without the consent of the Noteholders, amend the Related Documents, to reflect any change in General Electric Company’s fiscal calendar, so long as the Issuer provides an Officer’s Certificate to the Indenture Trustee certifying that such amendment will not adversely affect in any material respect the interests of the Noteholders. If any such amendment, modification, waiver, supplement, termination or surrender of terms of the Collateral or such waiver of performance shall be so consented to by the Indenture Trustee acting at the direction of such Noteholders, the Issuer agrees, promptly following a request by the Indenture Trustee to do so, to execute and deliver, in its own name and at its own expense, such agreements, instruments, consents and other documents to effect such amendment, modification, waiver, supplement, termination or surrender. (g) The Issuer, at its own expense, shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Servicer of its obligations to the Issuer under or in connection with the Servicing Agreement or by the Purchaser of its obligations to the Issuer under or in connection with the Purchase and Sale Agreement in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Servicing Agreement (or under or in connection with the Purchase and Sale Agreement), including the transmission of notices of default on the part of the Servicer or the Purchaser thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Servicer or the Purchaser of each of their obligations under the Servicing Agreement or the Purchase and Sale Agreement.Moody's

Performance of Obligations; Servicing of Loans. (a) The Issuer will not take any action and will use its best efforts not to permit any action to be taken by others that would release any Person from any material covenants or obligations under any instrument or agreement included in the Collateral or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in this Indenture, the Servicing Agreement, Swap Agreement or such other instrument or agreement. (b) The Issuer will punctually perform and observe all of its obligations and agreements contained in this Indenture, the other Related Documents and in the instruments and agreements included in the Collateral, including filing or causing to be filed all UCC financing statements and continuation statements required to be filed by this Indenture and the Servicing Agreement in accordance with and within the time periods provided for herein and therein. (c) The Issuer hereby covenants and agrees that it will enforce the obligations of the Servicer under the Servicing Agreement and if a Servicer Default shall arise from the failure of the Servicer to perform any of its duties or obligations under the Servicing Agreement with respect to the Loans, the Issuer shall take all reasonable steps available to it to remedy such failure. (d) The Issuer hereby covenants and agrees that: (i) it shall promptly exercise its rights to terminate the Servicer pursuant to Section 5.1 of the Servicing Agreement upon the occurrence of a Servicer Default set forth in clause (a) of such section and (ii) prior to exercising its rights to terminate the Servicer pursuant to Section 5.1 of the Servicing Agreement upon the occurrence of a Servicer Default set forth in clause (b) of such section, obtain the consent of the Noteholders representing a majority of the Outstanding Principal Balance of the Notes. Within thirty (30) days after the giving of notice of termination to the Servicer of the Servicer’s 's rights and powers pursuant to Section 6.2 of the Servicing Agreement, the Issuer shall appoint a successor servicer (the “"Successor Servicer”"), such appointment to be reflected by a written assumption in a form acceptable to the Indenture Trustee. In the event that a Successor Servicer has not been appointed and accepted its appointment at the time when the previous Servicer ceases to act as Servicer, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer. The Indenture Trustee may resign as the Servicer by giving written notice of such resignation to the Issuer and in such event will be released from such duties and obligations, such release not to be effective until the date a Successor Servicer enters into a servicing agreement with the Issuer as provided below. Upon delivery of any such notice to the Issuer, the Issuer shall obtain a new servicer as the Successor Servicer under the Servicing Agreement. Any Successor Servicer other than the Indenture Trustee shall: (i) be an established financial institution having a net worth of not less than $50,000,000 and whose regular business includes the servicing of receivables and (ii) enter into a servicing agreement with the Issuer having substantially the same provisions as the provisions of the Servicing Agreement applicable to the Servicer. If the Indenture Trustee shall succeed to the previous Servicer’s 's duties as servicer of the Loans as provided herein, it shall do so in its individual capacity and not in its capacity as Indenture Trustee and, accordingly, the provisions of Article VI shall be inapplicable to the Indenture Trustee in its duties as the Successor Servicer and the servicing of the Loans. In case the Indenture Trustee becomes the Successor Servicer under the Servicing Agreement, the Indenture Trustee shall be entitled to the Servicing Fee and all funds relating to the Loans to which the Servicer would have been entitled if it had continued to act as Servicer under the Servicing Agreement (other than amounts which were due or would become due to the Servicer prior to its termination or resignation). In case the Indenture Trustee shall become the Successor Servicer under the Servicing Agreement, the Indenture Trustee shall be entitled to appoint as Servicer any one of its Affiliates; provided, that it shall be fully liable for the actions and omissions of such Affiliate in its capacity as Successor Servicer. If the Indenture Trustee shall become the Successor Servicer under the Servicing Agreement, the Indenture Trustee shall be entitled to appoint as Servicer any one of its Affiliates; provided, that it shall be fully liable for the actions and omissions of such Affiliate in its capacity as Successor Servicer. In case the Indenture Trustee becomes the Successor Servicer, it shall not be responsible for delays attributable to the Servicer's failure to deliver information, defects in the information supplied by the Servicer or other circumstances beyond its control as Successor Servicer. Upon the Indenture Trustee becoming the Successor Servicer, it shall make arrangements with the Servicer for the prompt and safe transfer of, and the Servicer shall provide to such Successor Servicer, all necessary servicing files and records, including (as deemed necessary by such Successor Servicer at such time): (i) microfiche loan documentation, (ii) servicing system tapes, (iii) Loans payment history, (iv) collections history and (v) the trial balances, as of the close of business on the day immediately preceding conversion to such Successor Servicer, reflecting all applicable information relating to the Loans. Upon the Indenture Trustee becoming the Successor Servicer, it shall have no responsibility and shall not be in default hereunder nor incur any liability for any failure, error, malfunction or any delay in carrying out any of its duties under this Indenture if any such failure or delay results from such Successor Servicer acting in accordance with information prepared or supplied by a Person other than such Successor Servicer or the failure of any such Person to prepare or provide such information. Upon the Indenture Trustee becoming the Successor Servicer, it shall have no responsibility, shall not be in default and shall incur no liability (i) for any act or failure to act by any third party, including the Servicer, or for any inaccuracy or omission in a notice or communication received by such Successor Servicer from any third party or (ii) which is due to or results from the invalidity, unenforceability of any Loan with applicable law or the breach or the inaccuracy of any representation or warranty made with respect to any Loan or its related Equipment. (e) Upon any termination of the Servicer’s 's rights and powers pursuant to the Servicing Agreement, the Issuer shall promptly notify the Indenture Trustee and each Rating Agency then rating the Notes. As soon as a Successor Servicer is appointedTrustee, the Issuer shall notify the Indenture Trustee of such appointment, specifying in such notice the name and address of such Successor Servicer. (f) The Issuer agrees that it will not, without the prior written consent of the Indenture Trustee (acting at the direction of the Noteholders of at least a majority of the Outstanding Principal Balance), amend, modify, waive, supplement, terminate or surrender, or agree to any amendment, modification, supplement, termination, waiver or surrender of, the terms of any Collateral (except to the extent otherwise in accordance with the Credit and Collection Policies) or the Related Documents, or waive timely performance or observance by the Purchaser under the Purchase and Sale Agreement, the applicable Seller under the Sale Agreement or the Servicer under the Servicing Agreement; provided, that, no such amendment, modification, waiver, supplement, termination or surrender of terms of the Collateral or such waiver of performance shall: (i) increase or reduce in any manner the amount of, or accelerate or delay the timing of, deposits required to be made to the Trust Accounts and payments that are required to be made from the Trust Accounts for the benefit of the Noteholders, or (ii) reduce the aforesaid percentage of the Notes that are required to consent to any such amendment, in either case without the consent of the Noteholders of all the Outstanding Notes; provided, further, that the Issuer may, without the consent of the Noteholders, amend the Related Documents, to reflect any change in General Electric Company’s fiscal calendar, so long as the Issuer provides an Officer’s Certificate to the Indenture Trustee certifying that such amendment will not adversely affect in any material respect the interests of the Noteholders. If any such amendment, modification, waiver, supplement, termination or surrender of terms of the Collateral or such waiver of performance shall be so consented to by the Indenture Trustee acting at the direction of such Noteholders, the Issuer agrees, promptly following a request by the Indenture Trustee to do so, to execute and deliver, in its own name and at its own expense, such agreements, instruments, consents and other documents to effect such amendment, modification, waiver, supplement, termination or surrender. (g) The Issuer, at its own expense, shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Servicer of its obligations to the Issuer under or in connection with the Servicing Agreement or by the Purchaser of its obligations to the Issuer under or in connection with the Purchase and Sale Agreement in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Servicing Agreement (or under or in connection with the Purchase and Sale Agreement), including the transmission of notices of default on the part of the Servicer or the Purchaser thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Servicer or the Purchaser of each of their obligations under the Servicing Agreement or the Purchase and Sale Agreement.Xxxxx'x