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General Electric Capital Corporation - page 31 / 48





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Neither GECC nor the Trustee will impose any service charge for any such transfer or exchange of a debt security, however, a registered holder may be required to pay any taxes or other governmental charges in connection with a transfer or exchange of debt securities.

Global Notes, Delivery and Form

We may issue some or all of the debt securities in the form of one or more Global Notes representing an entire issuance in book-entry form. We will deposit each Global Note with a depositary (a ""Depositary'') or with a nominee for a Depositary identiÑed in the applicable prospectus supplement. We will register each Global Note in the name of such Depositary or nominee. Unless and until it is exchanged in whole or in part for debt securities in deÑnitive registered form, a Global Note may not be transferred, except as a whole by the Depositary for such Global Note to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor of such Depositary or a nominee of such successor. For purposes of this Prospectus, ""Global Note'' refers to the Global Note or Global Notes representing an entire issue of debt securities.

The speciÑc terms of the depositary arrangement with respect to any debt securities to be represented by a Global Note will be described in the prospectus supplement.

ModiÑcation of the Indentures

In general, our rights and obligations and the rights of the holders under the above-referenced indentures may be modiÑed if the holders of not less than 662/3% in aggregate principal amount of the outstanding debt securities of each series aÅected by the modiÑcation consent to it. However, Section 10.02 of each indenture provides that, unless each aÅected holder agrees, we cannot

‚ make any adverse change to any payment term of a debt security such as: ‚ extending the maturity date; ‚ extending the date on which we have to pay interest or make a sinking fund payment; ‚ reducing the interest rate; ‚ reducing the amount of principal we have to repay; ‚ changing the currency in which we have to make any payment of principal premium or interest; ‚ modifying any redemption or repurchase right to the detriment of the holder; and ‚ impairing any right of a holder to bring suit for payment;

‚ reduce the percentage of the aggregate principal amount of debt securities needed to make any amendment to the indenture or to waive any covenant or default;

‚ make any change to the section of the indenture relating to waivers of any past default; and ‚ make any change to Section 10.02.

However, if we and the Trustee agree, we can amend the indentures without notifying any holders or seeking their consent if the amendment does not materially and adversely aÅect any holder.


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