Common use of Nature of Underwriters’ Services Clause in Contracts

Nature of Underwriters’ Services. The Company acknowledges and agrees that each Underwriter in providing investment banking services to the Company in connection with the offering, including in acting pursuant to the terms of this Agreement, has acted and is acting as an independent contractor and not as a fiduciary of the Company and the Company does not intend any Underwriter to act in any capacity other than independent contractor. For avoidance of doubt, the Underwriters are not acting as agents, representatives or fiduciaries of the Issuer or any of the Company’s other affiliates. Additionally, none of the Underwriters is advising the Company or its affiliates or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company or its affiliates or any other person with respect thereto. Any review by the Underwriters of the Company, the Issuer, the Company’s other affiliates, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company or any other person. 26 GEDFMNT 2015-1: Underwriting Agreement If the foregoing is in accordance with your understanding of our agreement, please sign and return to the undersigned a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company, GE Capital and the Representatives. Very truly yours, CDF FUNDING, INC. By: /s/ Jxxx X. Peak Name: Jxxx X. Peak Title: Vice President GENERAL ELECTRIC CAPITAL CORPORATION By: /s/ Txxxxx X. Xxxxxxxx Name: Txxxxx X. Xxxxxxxx Title: Authorized Signatory The foregoing Agreement is hereby confirmed and accepted on the date first above written. CREDIT SUISSE SECURITIES (USA) LLC, for itself and as a Representative By: /s/ Jxx-Xxxxxx Xxxxxxx Name: Jxx-Xxxxxx Xxxxxxx Title: Managing Director MIZUHO SECURITIES USA INC., for itself and as a Representative By: /s/ Jxxxxx Xxxxxxx Name: Jxxxxx Xxxxxxx Title: ED EXHIBIT A GE DEALER FLOORPLAN MASTER NOTE TRUST ASSET BACKED NOTES TERMS AGREEMENT (SERIES 2015-1) Dated: [ ] To: CDF Funding, Inc. General Electric Capital Corporation Re: Underwriting Agreement, dated January 29, 2015, among CDF Funding, Inc., General Electric Capital Corporation and the Representatives referred to therein

Nature of Underwriters’ Services. The Company acknowledges and agrees that each Underwriter in providing investment banking services to the Company in connection with the offering, including in acting pursuant to the terms of this Agreement, has acted and is acting as an independent contractor and not as a fiduciary of the Company and the Company does not intend any Underwriter to act in any capacity other than independent contractor. For avoidance of doubt, the Underwriters are not acting as agents, representatives or fiduciaries of the Issuer or any of the Company’s other affiliates. Additionally, none of the Underwriters is advising the Company or its affiliates or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company or its affiliates or any other person with respect thereto. Any review by the Underwriters of the Company, the Issuer, the Company’s other affiliates, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company or any other person. 26 [Signatures Follow] 27 GEDFMNT 2015-1[____]: Form of Underwriting Agreement If the foregoing is in accordance with your understanding of our agreement, please sign and return to the undersigned a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company, GE Capital and the RepresentativesRepresentative[s]. Very truly yours, CDF FUNDING, INC. By: /s/ Jxxx X. Peak Name: Jxxx X. Peak Title: Vice President GENERAL ELECTRIC CAPITAL CORPORATION By: /s/ Txxxxx X. Xxxxxxxx Name: Txxxxx X. Xxxxxxxx Title: Authorized Signatory The foregoing Agreement is hereby confirmed and accepted on the date first above written. CREDIT SUISSE SECURITIES (USA) LLC[_____________________], for itself and as a Representative By: /s/ Jxx-Xxxxxx Xxxxxxx Name: Jxx-Xxxxxx Xxxxxxx Title: Managing Director MIZUHO SECURITIES USA INC., for itself and as a Representative By: /s/ Jxxxxx Xxxxxxx Name: Jxxxxx Xxxxxxx Title: ED EXHIBIT A GE DEALER FLOORPLAN MASTER NOTE TRUST ASSET BACKED NOTES TERMS AGREEMENT (SERIES 2015-1[_____]) Dated: [ ] To: CDF Funding, Inc. General Electric Capital Corporation Re: Underwriting Agreement, dated January 29, 2015[__________], among CDF Funding, Inc., General Electric Capital Corporation and the Representatives Representative[s] referred to therein

Nature of Underwriters’ Services. The Company acknowledges and agrees that each Underwriter in providing investment banking services to the Company in connection with the offering, including in acting pursuant to the terms of this Agreement, has acted and is acting as an independent contractor and not as a fiduciary of the Company and the Company does not intend any Underwriter to act in any capacity other than independent contractor. For avoidance of doubt, the Underwriters are not acting as agents, representatives or fiduciaries of the Issuer or any of the Company’s other affiliates. Additionally, none of the Underwriters is advising the Company or its affiliates or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company or its affiliates or any other person with respect thereto. Any review by the Underwriters of the Company, the Issuer, the Company’s other affiliates, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company or any other person. 26 GEDFMNT 20152011-1: Underwriting Agreement If the foregoing is in accordance with your understanding of our agreement, please sign and return to the undersigned a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company, GE Capital and the Representatives. Very truly yours, CDF FUNDING, INC. By: /s/ Jxxx Xxxx X. Peak Name: Jxxx Xxxx X. Peak Title: Vice President GEDFMNT 2011-1 Underwriting Agreement GENERAL ELECTRIC CAPITAL CORPORATION By: /s/ Txxxxx Xxxxxx X. Xxxxxxxx Name: Txxxxx Xxxxxx X. Xxxxxxxx Title: Authorized Signatory Attorney-in-Fact GEDFMNT 2011-1 Underwriting Agreement The foregoing Agreement is hereby confirmed and accepted on the date first above written. CREDIT SUISSE SECURITIES (USA) LLCXXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED, for itself and as a Representative By: /s/ Jxx-Xxxxxx Xxxxxxxx Xxxxxxx Name: Jxx-Xxxxxx Xxxxxxxx Xxxxxxx Title: Managing Director MIZUHO SECURITIES USA BARCLAYS CAPITAL INC., for itself and as a Representative By: /s/ Jxxxxx Xxxxxxx Xxxxx Xxxxxxxxxxx Name: Jxxxxx Xxxxxxx Xxxxx Xxxxxxxxxxx Title: ED Managing Director GEDFMNT 2011-1 Underwriting Agreement EXHIBIT A GE DEALER FLOORPLAN MASTER NOTE TRUST ASSET BACKED NOTES TERMS AGREEMENT (SERIES 20152011-1) Dated: [ ] To: CDF Funding, Inc. General Electric Capital Corporation Re: Underwriting Agreement, dated January 29August [_], 20152011, among CDF Funding, Inc., General Electric Capital Corporation and the Representatives referred to therein

Nature of Underwriters’ Services. The Company acknowledges Each of GECC and agrees the Depositor acknowledge and agree that each Underwriter the Underwriters are acting solely in providing investment banking services the capacity of arm's length contractual counterparties to GECC and the Depositor with respect to the Company offering of Notes contemplated hereby (including in connection with the offering, including in acting pursuant to determining the terms of this Agreement, has acted and is acting as an independent contractor the offering) and not as a financial advisor or a fiduciary of to, or an agent of, GECC, the Depositor, the Company and the Company does not intend any Underwriter to act in any capacity other than independent contractor. For avoidance of doubt, the Underwriters are not acting as agents, representatives or fiduciaries of the Issuer or any of the Company’s other affiliatesperson. Additionally, none of the Underwriters is advising GECC, the Depositor, the Company or its affiliates or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company GECC and the Depositor shall consult with its their own advisors concerning such matters and shall be responsible for making its their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to GECC, the Depositor or the Company or its affiliates or any other person with respect thereto. Any review by the Underwriters of the CompanyGECC, the IssuerDepositor, the Company’s other affiliates, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of GECC, the Depositor, the Company or any other personparty. 26 GEDFMNT 2015-1: Underwriting Agreement If the foregoing is in accordance with your understanding of our agreementunderstanding, please sign and return to the undersigned us a counterpart hereof, whereupon this letter and your acceptance hereof shall represent constitute a binding agreement among the CompanyUnderwriters, GE Capital the Depositor and the RepresentativesGECC. Very truly yours, CDF FUNDINGCEF EQUIPMENT HOLDING, INC. L.L.C. By: /s/ Jxxx Txxxxx X. Peak Xxxxxxxx Name: Jxxx Txxxxx X. Peak Xxxxxxxx Title: Vice President and Chief Executive Officer GENERAL ELECTRIC CAPITAL CORPORATION By: /s/ Txxxxx X. Xxxxxxxx Name: Txxxxx X. Xxxxxxxx Title: Authorized Signatory The foregoing Agreement is hereby confirmed Attorney-In-Fact Accepted and accepted on agreed as of the date first above writtenhereof: CITIGROUP GLOBAL MARKETS INC. CREDIT SUISSE SECURITIES (USA) LLC, for itself and as a Representative By: /s/ Jxx-Xxxxxx Xxxxxxx Axx Xx Xxxxx Name: Jxx-Xxxxxx Xxxxxxx Axx Xx Xxxxx Title: Managing Director MIZUHO SECURITIES Acting on behalf of itself and, if applicable, as the Representative of the Underwriters. Schedule I Class Initial Principal Amount Purchase Price Percentage Approximate Amount Purchased by Citigroup Global Markets Inc. Approximate Amount Purchased by J.X. Xxxxxx Securities LLC Class A-1 $170,000,000 99.88000% $93,500,000 $59,500,000 Class A-2 $224,000,000 99.81951% $123,200,000 $78,400,000 Class A-3 $196,000,000 99.74507% $107,800,000 $68,600,000 Class A-4 $106,500,000 99.71206% $58,575,000 $37,275,000 Class B $25,000,000 99.64594% $15,000,000 $10,000,000 Total $721,500,000 Class Initial Principal Amount Purchase Price Percentage Approximate Amount Purchased by Cxxxxxx Capital Markets, LLC Approximate Amount Purchased by Mizuho Securities USA INC., for itself and as a Representative ByInc. Class A-1 $170,000,000 99.88000% $8,500,000 $8,500,000 Class A-2 $224,000,000 99.81951% $11,200,000 $11,200,000 Class A-3 $196,000,000 99.74507% $9,800,000 $9,800,000 Class A-4 $106,500,000 99.71206% $5,325,000 $5,325,000 Class B $25,000,000 99.64594% Total $721,500,000 Total Purchase Price: /s/ Jxxxxx Xxxxxxx Name: Jxxxxx Xxxxxxx Title: ED $719,996,868.50 EXHIBIT A GE DEALER FLOORPLAN MASTER NOTE TRUST ASSET BACKED NOTES TERMS AGREEMENT (SERIES 2015-1FORM OF NOTICE PURSUANT TO SECTION 9(B) DatedDate: [ ___________, _____ [Time]: _____ [a.m.] [p.m.] To: CDF Funding, Inc. General Electric Capital Corporation CEF Equipment Holding, L.L.C. Re: GE Equipment Transportation LLC, Series 2013-2 Ladies and Gentlemen: This notice is made and delivered pursuant to Section 9(b) of that certain Underwriting Agreement, dated January 29as of October __, 20152013 (the “Underwriting Agreement”), by and among CDF Funding, Inc., General Electric Capital Corporation (“GECC”), CEF Equipment Holding, L.L.C. (the “Depositor”) and Citigroup Global Markets Inc., acting on behalf of itself and as the representative of the several underwriters listed on Schedule I thereto (in such capacity, the “Representative”). All capitalized terms used in this notice and not otherwise defined herein shall have the meanings assigned to them in the Underwriting Agreement. The Underwriter named below hereby notifies GECC and the Representatives referred to thereinDepositor that [the date hereof is the date on which the Preliminary Prospectus was first used] [and] [the time hereof is the time at which the first Contract of Sale has been entered into in connection with the Preliminary Prospectus]. [______________________], as Underwriter By: _________________________________ Title:________________________________

Nature of Underwriters’ Services. The Company acknowledges and agrees that each Underwriter in providing investment banking services to the Company in connection with the offering, including in acting pursuant to the terms of this Agreement, has acted and is acting as an independent contractor and not as a fiduciary of the Company and the Company does not intend any Underwriter to act in any capacity other than independent contractor. For avoidance of doubt, the Underwriters are not acting as agents, representatives or fiduciaries of the Issuer or any of the Company’s other affiliates. Additionally, none of the Underwriters is advising the Company or its affiliates or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company or its affiliates or any other person with respect thereto. Any review by the Underwriters of the Company, the Issuer, the Company’s other affiliates, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company or any other person. 25 GEDFMNT 2012-4: Underwriting Agreement 26 GEDFMNT 20152012-14: Underwriting Agreement If the foregoing is in accordance with your understanding of our agreement, please sign and return to the undersigned a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company, GE Capital and the Representatives. Very truly yours, CDF FUNDING, INC. By: /s/ Jxxx X. Peak Name: Jxxx X. Peak Title: Vice President GENERAL ELECTRIC CAPITAL CORPORATION By: /s/ Txxxxx X. Xxxxxxxx Name: Txxxxx X. Xxxxxxxx Title: Authorized Signatory Attorney-in-Fact The foregoing Agreement is hereby confirmed and accepted on the date first above written. CREDIT SUISSE SECURITIES (USA) LLCRBC CAPITAL MARKETS, LLC for itself and as a Representative By: /s/ Jxx-Gxxxxxxx Xxxxxx Xxxxxxx Name: Jxx-Gxxxxxxx Xxxxxx Xxxxxxx Title: Managing Director MIZUHO SECURITIES USA Authorized Signatory BARCLAYS CAPITAL INC., for itself and as a Representative By: /s/ Jxxxxx Xxxxxxx Mxxxxx Xxxxx Name: Jxxxxx Xxxxxxx Mxxxxx Xxxxx Title: ED Managing Director EXHIBIT A GE DEALER FLOORPLAN MASTER NOTE TRUST ASSET BACKED NOTES TERMS AGREEMENT (SERIES 20152012-14) Dated: [ ] To: CDF Funding, Inc. General Electric Capital Corporation Re: Underwriting Agreement, dated January 29November 1, 20152012, among CDF Funding, Inc., General Electric Capital Corporation and the Representatives referred to therein

Nature of Underwriters’ Services. The Company acknowledges Each of GECC and agrees the Depositor acknowledge and agree that each Underwriter the Underwriters are acting solely in providing investment banking services the capacity of arm’s length contractual counterparties to GECC and the Depositor with respect to the Company offering of Notes contemplated hereby (including in connection with the offering, including in acting pursuant to determining the terms of this Agreement, has acted and is acting as an independent contractor the offering) and not as a financial advisor or a fiduciary of to, or an agent of, GECC, the Depositor, the Company and the Company does not intend any Underwriter to act in any capacity other than independent contractor. For avoidance of doubt, the Underwriters are not acting as agents, representatives or fiduciaries of the Issuer or any of the Company’s other affiliatesperson. Additionally, none of the Underwriters is advising GECC, the Depositor, the Company or its affiliates or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company GECC and the Depositor shall consult with its their own advisors concerning such matters and shall be responsible for making its their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to GECC, the Depositor or the Company or its affiliates or any other person with respect thereto. Any review by the Underwriters of the CompanyGECC, the IssuerDepositor, the Company’s other affiliates, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of GECC, the Depositor, the Company or any other personparty. 26 GEDFMNT 2015-1: Underwriting Agreement If the foregoing is in accordance with your understanding of our agreementunderstanding, please sign and return to the undersigned us a counterpart hereof, whereupon this letter and your acceptance hereof shall represent constitute a binding agreement among the CompanyUnderwriters, GE Capital the Depositor and the RepresentativesGECC. Very truly yours, CDF FUNDINGCEF EQUIPMENT HOLDING, INC. L.L.C. By: /s/ Jxxx X. Peak Name: Jxxx Xxxxxx X. Peak Xxxxxxxx Title: Senior Vice President — Securitization GENERAL ELECTRIC CAPITAL CORPORATION By: /s/ Txxxxx X. Xxxxxxxx Name: Txxxxx Xxxxxx X. Xxxxxxxx Title: Authorized Signatory The foregoing Agreement is hereby confirmed Senior Vice President — Securitization Accepted and accepted on agreed in New York, New York, as of the date first above written. CREDIT SUISSE SECURITIES (USA) LLChereof: XXXXXXX LYNCH, for itself and as a Representative PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/ Jxx-Xxxxxx Xxxxxxx Name: Jxx-Xxxxxx Xxxxxxxx Xxxxxxx Title: Managing Director MIZUHO SECURITIES USA INC.Acting on behalf of itself and, for itself and if applicable, as a the Representative Byof the Underwriters. Schedule I Approximate Amount Approximate Purchased by Amount Initial Purchase Xxxxxxx Lynch, Pierce, Purchased by Principal Price Xxxxxx & Xxxxx Citigroup Global Class Amount Percentage Incorporated Markets Inc. Class A-1 $ 213,000,000 99.88400 % $ 123,540,000 $ 63,900,000 Class A-2 $ 165,970,000 99.76601 % $ 96,262,600 $ 49,791,000 Class A-3 $ 177,360,000 99.68427 % $ 102,868,800 $ 53,208,000 Class A-4 $ 59,520,000 99.65909 % 34,521,600 $ 17,856,000 Total $ 691,858,000 Approximate Amount Approximate Initial Purchase Purchased by Amount Principal Price CastleOak Purchased by Class Amount Percentage Securities, L.P. RBS Securities Inc. Class A-1 $ 213,000,000 99.88400 % $ 12,780,000 $ 12,780,000 Class A-2 $ 165,970,000 99.76601 % $ 9,958,200 $ 9,958,200 Class A-3 $ 177,360,000 99.68427 % $ 10,641,600 $ 10,641,600 Class A-4 $ 59,520,000 99.65909 % $ 3,571,200 $ 3,571,200 Total $ 691,858,000 Total Purchase Price: /s/ Jxxxxx Xxxxxxx Name: Jxxxxx Xxxxxxx Title: ED $615,806,466.74 EXHIBIT A GE DEALER FLOORPLAN MASTER NOTE TRUST ASSET BACKED NOTES TERMS AGREEMENT (SERIES 2015-1FORM OF NOTICE PURSUANT TO SECTION 9(B) DatedDate: [ ___________, _____ [Time]: _____ [a.m.] [p.m.] To: CDF Funding, Inc. General Electric Capital Corporation CEF Equipment Holding, L.L.C. Re: GE Equipment Transportation LLC, Series 2011-1 Ladies and Gentlemen: This notice is made and delivered pursuant to Section 9(b) of that certain Underwriting Agreement, dated January 29as of June 22, 20152011 (the “Underwriting Agreement”), by and among CDF Funding, Inc., General Electric Capital Corporation (“GECC”), CEF Equipment Holding, L.L.C. (the “Depositor”) and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, acting on behalf of itself and as the representative of the several underwriters listed on Schedule I thereto (in such capacity, the “Representative”). All capitalized terms used in this notice and not otherwise defined herein shall have the meanings assigned to them in the Underwriting Agreement. The Underwriter named below hereby notifies GECC and the Representatives referred to thereinDepositor that [the date hereof is the date on which the Preliminary Prospectus was first used] [and] [the time hereof is the time at which the first Contract of Sale has been entered into in connection with the Preliminary Prospectus]. [______________________], as Underwriter By: Title:

Nature of Underwriters’ Services. The Company acknowledges and agrees that each Underwriter in providing investment banking services to the Company in connection with the offering, including in acting pursuant to the terms of this Agreement, has acted and is acting as an independent contractor and not as a fiduciary of the Company and the Company does not intend any Underwriter to act in any capacity other than independent contractor. For avoidance of doubt, the Underwriters are not acting as agents, representatives or fiduciaries of the Issuer or any of the Company’s other affiliates. Additionally, none of the Underwriters is advising the Company or its affiliates or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company or its affiliates or any other person with respect thereto. Any review by the Underwriters of the Company, the Issuer, the Company’s other affiliates, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company or any other person. 26 GEDFMNT 20152012-13: Underwriting Agreement 27 GEDFMNT 2012-3: Underwriting Agreement If the foregoing is in accordance with your understanding of our agreement, please sign and return to the undersigned a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company, GE Capital and the Representatives. Very truly yours, CDF FUNDING, INC. By: /s/ Jxxx X. Peak Name: Jxxx X. Peak Title: Vice President GENERAL ELECTRIC CAPITAL CORPORATION By: /s/ Txxxxx X. Xxxxxxxx Name: Txxxxx X. Xxxxxxxx Title: Authorized Signatory Attorney-in-Fact The foregoing Agreement is hereby confirmed and accepted on the date first above written. CREDIT SUISSE SECURITIES (USA) MXXXXXX LYNCH, PIERCE, FXXXXX & SXXXX, INCORPORATED, for itself and as a Representative By: /s/ Cxxx X. Xxxxxxxx Name: Cxxx X. Xxxxxxxx Title: Director RBC CAPITAL MARKETS, LLC, for itself and as a Representative By: /s/ Jxx-Xxxxxx Xxxxxxx Mxxxxx Xxxxx Name: Jxx-Xxxxxx Xxxxxxx Mxxxxx Xxxxx Title: Managing Director MIZUHO SECURITIES USA INC., for itself and as a Representative By: /s/ Jxxxxx Xxxxxxx Name: Jxxxxx Xxxxxxx Title: ED Authorized Signatory EXHIBIT A GE DEALER FLOORPLAN MASTER NOTE TRUST ASSET BACKED NOTES TERMS AGREEMENT (SERIES 20152012-13) Dated: [ ] To: CDF Funding, Inc. General Electric Capital Corporation Re: Underwriting Agreement, dated January 29July [_], 20152012, among CDF Funding, Inc., General Electric Capital Corporation and the Representatives referred to therein

Nature of Underwriters’ Services. The Each of GECC, the Company acknowledges and agrees the Depositor acknowledge and agree that each Underwriter the Underwriters are acting solely in providing investment banking services the capacity of arm's length contractual counterparties to GECC, the Company and the Depositor with respect to the Company offering of Notes contemplated hereby (including in connection with the offering, including in acting pursuant to determining the terms of this Agreement, has acted and is acting as an independent contractor the offering) and not as a financial advisor or a fiduciary of to, or an agent of, GECC, the Company and the Depositor, the Company does not intend any Underwriter to act in any capacity other than independent contractor. For avoidance of doubt, the Underwriters are not acting as agents, representatives or fiduciaries of the Issuer or any of the Company’s other affiliatesperson. Additionally, none of the Underwriters is advising GECC, the Depositor, the Company or its affiliates or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company GECC and the Depositor shall consult with its their own advisors concerning such matters and shall be responsible for making its their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to GECC, the Depositor or the Company or its affiliates or any other person with respect thereto. Any review by the Underwriters of the CompanyGECC, the IssuerDepositor, the Company’s other affiliates, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of GECC, the Depositor, the Company or any other personparty. 26 GEDFMNT 2015-1: Underwriting Agreement If the foregoing is in accordance with your understanding of our agreementunderstanding, please sign and return to the undersigned us a counterpart hereof, whereupon this letter and your acceptance hereof shall represent constitute a binding agreement among the CompanyUnderwriters, GE Capital the Depositor, the Company and the RepresentativesGECC. Very truly yours, CDF FUNDINGCEF EQUIPMENT HOLDING, INC. L.L.C. By: /s/ Jxxx Txxxxx X. Peak Xxxxxxxx Name: Jxxx Txxxxx X. Peak Xxxxxxxx Title: Vice President & Chief Executive Officer GENERAL ELECTRIC CAPITAL CORPORATION By: /s/ Txxxxx X. Xxxxxxxx Name: Txxxxx X. Xxxxxxxx Title: Authorized Signatory The foregoing Agreement is hereby confirmed and accepted on the date first above written. CREDIT SUISSE SECURITIES (USA) Attorney-In-Fact GE EQUIPMENT TRANSPORTATION LLC, for itself and as a Representative SERIES 2015-1 By: GE Equipment Funding, LLC, its Managing Member By: /s/ Jxx-Xxxxxx Txxxxx X. Xxxxxxxx Name: Txxxxx X. Xxxxxxxx Title: President & Chief Executive Officer Accepted and agreed as of the date hereof: MXXXXXX LYNCH, PIERCE, FXXXXX & SXXXX INCORPORATED By: /s/ Bxxxxxxx X. Xxxxxxx Name: Jxx-Xxxxxx Bxxxxxxx X. Xxxxxxx Title: Managing Director MIZUHO SECURITIES USA INC.Acting on behalf of itself and, for itself and if applicable, as a the Representative Byof the Underwriters. Schedule I Class Initial Principal Amount Purchase Price Percentage Approximate Amount Purchased by Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated Approximate Amount Purchased by Mitsubishi UFJ Securities (USA), Inc. Approximate Amount Purchased by Lloyds Securities Inc. Approximate Amount Purchased by The Wxxxxxxx Capital Group, L.P. Class A-1 $ 112,500,000 99.88200 % $ 61,875,000 $ 39,375,000 $ 5,625,000 $ 5,625,000 Class A-2 $ 170,600,000 99.82125 % $ 93,830,000 $ 59,710,000 $ 8,530,000 $ 8,530,000 Class A-3 $ 152,900,000 99.73525 % $ 84,095,000 $ 53,515,000 $ 7,645,000 $ 7,645,000 Class A-4 $ 110,100,000 99.71891 % $ 60,555,000 $ 38,535,000 $ 5,505,000 $ 5,505,000 Class B $ 9,550,000 99.61686 % $ 5,730,000 $ 3,820,000 $ 0 $ 0 Total $ 555,650,000 Total Purchase Price: /s/ Jxxxxx Xxxxxxx Name: Jxxxxx Xxxxxxx Title: ED $554,461,429.79 EXHIBIT A GE DEALER FLOORPLAN MASTER NOTE TRUST ASSET BACKED NOTES TERMS AGREEMENT (SERIES 2015-1FORM OF NOTICE PURSUANT TO SECTION 9(B) DatedDate: [ ___________, _____ [Time]: _____ [a.m.] [p.m.] To: CDF Funding, Inc. General Electric Capital Corporation CEF Equipment Holding, L.L.C. Re: GE Equipment Transportation LLC, Series 2015-1 Ladies and Gentlemen: This notice is made and delivered pursuant to Section 9(b) of that certain Underwriting Agreement, dated January 29as of February [__], 20152015 (the “Underwriting Agreement”), by and among CDF Funding, Inc., General Electric Capital Corporation (“GECC”), CEF Equipment Holding, L.L.C. (the “Depositor”), GE Equipment Transportation LLC, Series 2015-1 and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, acting on behalf of itself and as the representative of the several underwriters listed on Schedule I thereto (in such capacity, the “Representative”). All capitalized terms used in this notice and not otherwise defined herein shall have the meanings assigned to them in the Underwriting Agreement. The Underwriter named below hereby notifies GECC and the Representatives referred to thereinDepositor that [the date hereof is the date on which the Preliminary Prospectus was first used] [and] [the time hereof is the time at which the first Contract of Sale has been entered into in connection with the Preliminary Prospectus]. [______________________], as Underwriter By: Title:

Nature of Underwriters’ Services. The Company acknowledges and agrees that each Underwriter in providing investment banking services to the Company in connection with the offering, including in acting pursuant to the terms of this Agreement, has acted and is acting as an independent contractor and not as a fiduciary of the Company and the Company does not intend any Underwriter to act in any capacity other than independent contractor. For avoidance of doubt, the Underwriters are not acting as agents, representatives or fiduciaries of the Issuer or any of the Company’s other affiliates. Additionally, none of the Underwriters is advising the Company or its affiliates or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company or its affiliates or any other person with respect thereto. Any review by the Underwriters of the Company, the Issuer, the Company’s other affiliates, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company or any other person. 26 25 GEDFMNT 20152012-12: Underwriting Agreement If the foregoing is in accordance with your understanding of our agreement, please sign and return to the undersigned a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company, GE Capital and the Representatives. Very truly yours, CDF FUNDING, INC. By: /s/ Jxxx X. Peak Name: Jxxx X. Peak Title: Vice President GENERAL ELECTRIC CAPITAL CORPORATION By: /s/ Txxxxx X. Xxxxxxxx Name: Txxxxx X. Xxxxxxxx Title: Authorized Signatory Attorney-in-Fact The foregoing Agreement is hereby confirmed and accepted on the date first above written. CREDIT SUISSE J.X. XXXXXX SECURITIES (USA) LLC, for itself and as a Representative By: /s/ Jxx-Xxxxxx Xxxxxxx Jxxx Xxx Name: Jxx-Xxxxxx Xxxxxxx Jxxx Xxx Title: Managing Director MIZUHO SECURITIES USA CITIGROUP GLOBAL MARKETS INC., for itself and as a Representative By: /s/ Jxxxxx Xxxxxxx Jxxx Xxxxx Name: Jxxxxx Xxxxxxx Jxxx Xxxxx Title: ED Director EXHIBIT A GE DEALER FLOORPLAN MASTER NOTE TRUST ASSET BACKED NOTES TERMS AGREEMENT (SERIES 20152012-12) Dated: [ ] To: CDF Funding, Inc. General Electric Capital Corporation Re: Underwriting Agreement, dated January 29May 9, 20152012, among CDF Funding, Inc., General Electric Capital Corporation and the Representatives referred to therein

Nature of Underwriters’ Services. The Company acknowledges Each of GECC and agrees the Depositor acknowledge and agree that each Underwriter the Underwriters are acting solely in providing investment banking services the capacity of arm's length contractual counterparties to GECC and the Depositor with respect to the Company offering of Notes contemplated hereby (including in connection with the offering, including in acting pursuant to determining the terms of this Agreement, has acted and is acting as an independent contractor the offering) and not as a financial advisor or a fiduciary of to, or an agent of, GECC, the Depositor, the Company and the Company does not intend any Underwriter to act in any capacity other than independent contractor. For avoidance of doubt, the Underwriters are not acting as agents, representatives or fiduciaries of the Issuer or any of the Company’s other affiliatesperson. Additionally, none of the Underwriters is advising GECC, the Depositor, the Company or its affiliates or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company GECC and the Depositor shall consult with its their own advisors concerning such matters and shall be responsible for making its their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to GECC, the Depositor or the Company or its affiliates or any other person with respect thereto. Any review by the Underwriters of the CompanyGECC, the IssuerDepositor, the Company’s other affiliates, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of GECC, the Depositor, the Company or any other personparty. 26 GEDFMNT 2015-1: Underwriting Agreement If the foregoing is in accordance with your understanding of our agreementunderstanding, please sign and return to the undersigned us a counterpart hereof, whereupon this letter and your acceptance hereof shall represent constitute a binding agreement among the CompanyUnderwriters, GE Capital the Depositor and the RepresentativesGECC. Very truly yours, CDF FUNDINGCEF EQUIPMENT HOLDING, INC. L.L.C. By: /s/ Jxxx Xxxxxx X. Peak Xxxxxxxx Name: Jxxx Xxxxxx X. Peak Xxxxxxxx Title: Senior Vice President - Securitization GENERAL ELECTRIC CAPITAL CORPORATION By: /s/ Txxxxx Xxxxxx X. Xxxxxxxx Name: Txxxxx Xxxxxx X. Xxxxxxxx Title: Authorized Signatory The foregoing Agreement is hereby confirmed Attorney-in-Fact Accepted and accepted on agreed as of the date first above writtenhereof: RBS SECURITIES INC. CREDIT SUISSE SECURITIES (USA) LLC, for itself and as a Representative By: /s/ Jxx-Xxxxxx Xxxx Xxxxxxx Name: Jxx-Xxxxxx Xxxx Xxxxxxx Title: Managing Director MIZUHO SECURITIES USA INC.Acting on behalf of itself and, for itself and if applicable, as a the Representative Byof the Underwriters. Schedule I Class Initial Principal Amount Purchase Price Percentage Approximate Amount Purchased by RBS Securities Inc. Approximate Amount Purchased by Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Class A-1 $ 138,300,000 99.89300 % $ 73,301,000 $ 44,947,000 Class A-2 $ 163,000,000 99.79307 % $ 86,391,000 $ 52,975,000 Class A-3 $ 143,000,000 99.71792 % $ 75,791,000 $ 46,475,000 Class A-4 $ 60,690,000 99.67744 % $ 32,166,000 $ 19,724,000 Total $ 504,990,000 Class Initial Principal Amount Purchase Price Percentage Approximate Amount Purchased by CastleOak Securities, L.P. Approximate Amount Purchased by RBC Capital Markets, LLC Class A-1 $ 138,300,000 99.89300 % $ 10,026,000 $ 10,026,000 Class A-2 $ 163,000,000 99.79307 % $ 11,817,000 $ 11,817,000 Class A-3 $ 143,000,000 99.71792 % $ 10,367,000 $ 10,367,000 Class A-4 $ 60,690,000 99.67744 % $ 4,400,000 $ 4,400,000 Total $ 504,990,000 Total Purchase Price: /s/ Jxxxxx Xxxxxxx Name: Jxxxxx Xxxxxxx Title: ED $503,905,587.04 EXHIBIT A GE DEALER FLOORPLAN MASTER NOTE TRUST ASSET BACKED NOTES TERMS AGREEMENT (SERIES 2015-1FORM OF NOTICE PURSUANT TO SECTION 9(B) DatedDate: [ ___________, _____ [Time]: _____ [a.m.] [p.m.] To: CDF Funding, Inc. General Electric Capital Corporation CEF Equipment Holding, L.L.C. Re: GE Equipment Midticket LLC, Series 2011-1 Ladies and Gentlemen: This notice is made and delivered pursuant to Section 9(b) of that certain Underwriting Agreement, dated January 29as of September 28, 20152011 (the “Underwriting Agreement”), by and among CDF Funding, Inc., General Electric Capital Corporation (“GECC”), CEF Equipment Holding, L.L.C. (the “Depositor”) and RBS Securities Inc., acting on behalf of itself and as the representative of the several underwriters listed on Schedule I thereto (in such capacity, the “Representative”). All capitalized terms used in this notice and not otherwise defined herein shall have the meanings assigned to them in the Underwriting Agreement. The Underwriter named below hereby notifies GECC and the Representatives referred to thereinDepositor that [the date hereof is the date on which the Preliminary Prospectus was first used] [and] [the time hereof is the time at which the first Contract of Sale has been entered into in connection with the Preliminary Prospectus]. [______________________], as Underwriter By: Title:

Nature of Underwriters’ Services. The Each of GECC, the Company acknowledges and agrees the Depositor acknowledge and agree that each Underwriter the Underwriters are acting solely in providing investment banking services the capacity of arm's length contractual counterparties to GECC, the Company and the Depositor with respect to the Company offering of Notes contemplated hereby (including in connection with the offering, including in acting pursuant to determining the terms of this Agreement, has acted and is acting as an independent contractor the offering) and not as a financial advisor or a fiduciary of to, or an agent of, GECC, the Depositor, the Company and the Company does not intend any Underwriter to act in any capacity other than independent contractor. For avoidance of doubt, the Underwriters are not acting as agents, representatives or fiduciaries of the Issuer or any of the Company’s other affiliatesperson. Additionally, none of the Underwriters is advising GECC, the Depositor, the Company or its affiliates or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The GECC, the Company and the Depositor shall consult with its their own advisors concerning such matters and shall be responsible for making its their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to GECC, the Depositor or the Company or its affiliates or any other person with respect thereto. Any review by the Underwriters of the CompanyGECC, the IssuerDepositor, the Company’s other affiliates, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of GECC, the Depositor, the Company or any other personparty. 26 GEDFMNT 2015-1: Underwriting Agreement If the foregoing is in accordance with your understanding of our agreementunderstanding, please sign and return to the undersigned us a counterpart hereof, whereupon this letter and your acceptance hereof shall represent constitute a binding agreement among the CompanyUnderwriters, GE Capital the Depositor, the Company and the RepresentativesGECC. Very truly yours, CDF FUNDINGCEF EQUIPMENT HOLDING, INC. L.L.C. By: /s/ Jxxx Xxxxxx X. Peak Davidson__________________________ Name: Jxxx Xxxxxx X. Peak Xxxxxxxx Title: Vice President and Chief Executive Officer GENERAL ELECTRIC CAPITAL CORPORATION By: /s/ Txxxxx Xxxxxx X. Xxxxxxxx Davidson__________________________ Name: Txxxxx Xxxxxx X. Xxxxxxxx Title: Authorized Signatory The foregoing Agreement is hereby confirmed and accepted on the date first above written. CREDIT SUISSE SECURITIES (USA) Attorney-In-Fact GE EQUIPMENT MIDTICKET LLC, for itself and as a Representative SERIES 2013-1 By: GE Equipment Funding, LLC, its Managing Member By: /s/ Jxx-Xxxxxx Xxxxxxx X. Davidson__________________________ Name: Jxx-Xxxxxx Xxxxxxx X. Xxxxxxxx Title: President and Chief Executive Officer Accepted and agreed as of the date hereof: RBS SECURITIES INC., By: /s/ Xxxxxx X. McGarvey______________ Name: Xxxxxx X. XxXxxxxx Title: Managing Director MIZUHO SECURITIES USA INC.Acting on behalf of itself and, for itself and if applicable, as a the Representative Byof the Underwriters. Schedule I Class Initial Principal Amount Purchase Price Percentage Approximate Amount Purchased by RBS Securities Inc. Approximate Amount Purchased by Citigroup Global Markets Inc. Class A-1 $120,900,000 99.89500% $66,495,000 $42,315,000 Class A-2 $132,000,000 99.80942% $72,600,000 $46,200,000 Class A-3 $132,000,000 99.74774% $72,600,000 $46,200,000 Class A-4 $54,800,000 99.64750% $30,140,000 $19,180,000 Class B $7,150,000 99.62131% $4,290,000 $2,860,000 Total $446,850,000 Class Initial Principal Amount Purchase Price Percentage Approximate Amount Purchased by CastleOak Securities, L.P. Approximate Amount Purchased by RBC Capital Markets, LLC Class A-1 $120,900,000 99.89500% $6,045,000 $6,045,000 Class A-2 $132,000,000 99.80942% $6,600,000 $6,600,000 Class A-3 $132,000,000 99.74774% $6,600,000 $6,600,000 Class A-4 $54,800,000 99.64750% $2,740,000 $2,740,000 Class B $7,150,000 99.62131% Total $446,850,000 Total Purchase Price: /s/ Jxxxxx Xxxxxxx Name: Jxxxxx Xxxxxxx Title: ED $445,918,259.87 EXHIBIT A GE DEALER FLOORPLAN MASTER NOTE TRUST ASSET BACKED NOTES TERMS AGREEMENT (SERIES 2015-1FORM OF NOTICE PURSUANT TO SECTION 9(B) DatedDate: [ ___________, _____ [Time]: _______ [a.m.] [p.m.] To: CDF Funding, Inc. General Electric Capital Corporation CEF Equipment Holding, L.L.C. Re: GE Equipment Midticket LLC, Series 2013-1 Ladies and Gentlemen: This notice is made and delivered pursuant to Section 9(b) of that certain Underwriting Agreement, dated January 29as of September __, 20152013 (the “Underwriting Agreement”), by and among CDF Funding, Inc., General Electric Capital Corporation (“GECC”), CEF Equipment Holding, L.L.C. (the “Depositor”) and RBS Securities Inc., acting on behalf of itself and as the representative of the several underwriters listed on Schedule I thereto (in such capacity, the “Representative”). All capitalized terms used in this notice and not otherwise defined herein shall have the meanings assigned to them in the Underwriting Agreement. The Underwriter named below hereby notifies GECC and the Representatives referred to thereinDepositor that [the date hereof is the date on which the Preliminary Prospectus was first used] [and] [the time hereof is the time at which the first Contract of Sale has been entered into in connection with the Preliminary Prospectus]. [______________________], as Underwriter By: _________________________________ Title:________________________________

Nature of Underwriters’ Services. The Company acknowledges and agrees that each Underwriter in providing investment banking services to the Company in connection with the offering, including in acting pursuant to the terms of this Agreement, has acted and is acting as an independent contractor and not as a fiduciary of the Company and the Company does not intend any Underwriter to act in any capacity other than independent contractor. For avoidance of doubt, the Underwriters are not acting as agents, representatives or fiduciaries of the Issuer or any of the Company’s other affiliates. Additionally, none of the Underwriters is advising the Company or its affiliates or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company or its affiliates or any other person with respect thereto. Any review by the Underwriters of the Company, the Issuer, the Company’s other affiliates, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company or any other person. 26 GEDFMNT 20152014-1: Underwriting Agreement If the foregoing is in accordance with your understanding of our agreement, please sign and return to the undersigned a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company, GE Capital and the Representatives. Very truly yours, CDF FUNDING, INC. By: /s/ Jxxx X. Peak Name: Jxxx X. Peak Title: Vice President GENERAL ELECTRIC CAPITAL CORPORATION By: /s/ Txxxxx Pxxxx X. Xxxxxxxx Xxxxxx Name: Txxxxx Pxxxx X. Xxxxxxxx Xxxxxx Title: Authorized Signatory The foregoing Agreement is hereby confirmed and accepted on the date first above written. CREDIT SUISSE RBS SECURITIES (USA) LLC, for itself and as a Representative By: /s/ Jxx-Xxxxxx Xxxxxxx Name: Jxx-Xxxxxx Xxxxxxx Title: Managing Director MIZUHO SECURITIES USA INC., for itself and as a Representative By: /s/ Jxxxxx Xxxxxxx Cxxx Xxxxxxxx Name: Jxxxxx Xxxxxxx Cxxx Xxxxxxxx Title: ED Director MITSUBISHI UFJ SECURITIES (USA), INC., for itself and as a Representative By: /s/ Txxxxx Xxxxxxxxx Name: Txxxxx Xxxxxxxxx Title: Managing Director EXHIBIT A GE DEALER FLOORPLAN MASTER NOTE TRUST ASSET BACKED NOTES TERMS AGREEMENT (SERIES 20152014-1) Dated: [ ] To: CDF Funding, Inc. General Electric Capital Corporation Re: Underwriting Agreement, dated January 29July 16, 20152014, among CDF Funding, Inc., General Electric Capital Corporation and the Representatives referred to therein

Nature of Underwriters’ Services. The Company acknowledges Each of GECC and agrees the Depositor acknowledge and agree that each Underwriter the Underwriters are acting solely in providing investment banking services the capacity of arm's length contractual counterparties to GECC and the Depositor with respect to the Company offering of Notes contemplated hereby (including in connection with the offering, including in acting pursuant to determining the terms of this Agreement, has acted and is acting as an independent contractor the offering) and not as a financial advisor or a fiduciary of to, or an agent of, GECC, the Depositor, the Company and the Company does not intend any Underwriter to act in any capacity other than independent contractor. For avoidance of doubt, the Underwriters are not acting as agents, representatives or fiduciaries of the Issuer or any of the Company’s other affiliatesperson. Additionally, none of the Underwriters is advising GECC, the Depositor, the Company or its affiliates or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company GECC and the Depositor shall consult with its their own advisors concerning such matters and shall be responsible for making its their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to GECC, the Depositor or the Company or its affiliates or any other person with respect thereto. Any review by the Underwriters of the CompanyGECC, the IssuerDepositor, the Company’s other affiliates, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of GECC, the Depositor, the Company or any other personparty. 26 GEDFMNT 2015-1: Underwriting Agreement If the foregoing is in accordance with your understanding of our agreementunderstanding, please sign and return to the undersigned us a counterpart hereof, whereupon this letter and your acceptance hereof shall represent constitute a binding agreement among the CompanyUnderwriters, GE Capital the Depositor and the RepresentativesGECC. Very truly yours, CDF FUNDINGCEF EQUIPMENT HOLDING, INC. L.L.C. By: /s/ Jxxx Txxxxx X. Peak Xxxxxxxx Name: Jxxx Txxxxx X. Peak Xxxxxxxx Title: Vice President and Chief Executive Officer GENERAL ELECTRIC CAPITAL CORPORATION By: /s/ Txxxxx X. Xxxxxxxx Name: Txxxxx X. Xxxxxxxx Title: Authorized Signatory The foregoing Agreement is hereby confirmed Attorney-In-Fact Accepted and accepted on agreed as of the date first above written. CREDIT SUISSE SECURITIES (USA) LLChereof: RBC CAPITAL MARKETS, for itself and as a Representative LLC By: /s/ Jxx-Xxxxxx Xxxxxxx Rxxx Xxxxxxxxxxx Name: Jxx-Xxxxxx Xxxxxxx Rxxx Xxxxxxxxxxx Title: Managing Director MIZUHO SECURITIES USA INC.Acting on behalf of itself and, for itself and if applicable, as a the Representative Byof the Underwriters. Schedule I Class Initial Principal Amount Purchase Price Percentage Approximate Amount Purchased by RBC Capital Markets, LLC Approximate Amount Purchased by Barclays Capital Inc. Class A-1 $ 201,000,000 99.88400 % $ 110,550,000 $ 70,350,000 Class A-2 $ 182,000,000 99.79248 % $ 100,100,000 $ 63,700,000 Class A-3 $ 214,000,000 99.73251 % $ 117,700,000 $ 74,900,000 Class A-4 $ 62,958,000 99.69508 % $ 34,626,900 $ 22,035,300 Class B $ 29,774,000 99.63283 % $ 17,864,400 $ 11,909,600 Class C $ 24,932,000 99.56921 % $ 14,959,200 $ 9,972,800 Total $ 714,664,000 Class Approximate Amount Purchased by Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated Approximate Amount Purchased by The Wxxxxxxx Capital Group, L.P Class A-1 $ 10,050,000 $ 10,050,000 Class A-2 $ 9,100,000 $ 9,100,000 Class A-3 $ 10,700,000 $ 10,700,000 Class A-4 $ 3,147,900 $ 3,147,900 Class B $ 0 $ 0 Class C $ 0 $ 0 Total Total Purchase Price: /s/ Jxxxxx Xxxxxxx Name: Jxxxxx Xxxxxxx Title: ED $713,072,027.71 EXHIBIT A GE DEALER FLOORPLAN MASTER NOTE TRUST ASSET BACKED NOTES TERMS AGREEMENT (SERIES 2015-1FORM OF NOTICE PURSUANT TO SECTION 9(B) DatedDate: [ ___________, _____ [Time]: _____ [a.m.] [p.m.] To: CDF Funding, Inc. General Electric Capital Corporation CEF Equipment Holding, L.L.C. Re: GE Equipment Transportation LLC, Series 2012-2 Ladies and Gentlemen: This notice is made and delivered pursuant to Section 9(b) of that certain Underwriting Agreement, dated January 29as of October__, 20152012 (the “Underwriting Agreement”), by and among CDF Funding, Inc., General Electric Capital Corporation (“GECC”), CEF Equipment Holding, L.L.C. (the “Depositor”) and RBC Capital Markets, LLC, acting on behalf of itself and as the representative of the several underwriters listed on Schedule I thereto (in such capacity, the “Representative”). All capitalized terms used in this notice and not otherwise defined herein shall have the meanings assigned to them in the Underwriting Agreement. The Underwriter named below hereby notifies GECC and the Representatives referred to thereinDepositor that [the date hereof is the date on which the Preliminary Prospectus was first used] [and] [the time hereof is the time at which the first Contract of Sale has been entered into in connection with the Preliminary Prospectus]. [______________________], as Underwriter By: _________________________________ Title:________________________________

Nature of Underwriters’ Services. The Company acknowledges Each of GECC and agrees the Depositor acknowledge and agree that each Underwriter the Underwriters are acting solely in providing investment banking services the capacity of arm's length contractual counterparties to GECC and the Depositor with respect to the Company offering of Notes contemplated hereby (including in connection with the offering, including in acting pursuant to determining the terms of this Agreement, has acted and is acting as an independent contractor the offering) and not as a financial advisor or a fiduciary of to, or an agent of, GECC, the Depositor, the Company and the Company does not intend any Underwriter to act in any capacity other than independent contractor. For avoidance of doubt, the Underwriters are not acting as agents, representatives or fiduciaries of the Issuer or any of the Company’s other affiliatesperson. Additionally, none of the Underwriters is advising GECC, the Depositor, the Company or its affiliates or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company GECC and the Depositor shall consult with its their own advisors concerning such matters and shall be responsible for making its their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to GECC, the Depositor or the Company or its affiliates or any other person with respect thereto. Any review by the Underwriters of the CompanyGECC, the IssuerDepositor, the Company’s other affiliates, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of GECC, the Depositor, the Company or any other personparty. 26 GEDFMNT 2015-1: Underwriting Agreement If the foregoing is in accordance with your understanding of our agreementunderstanding, please sign and return to the undersigned us a counterpart hereof, whereupon this letter and your acceptance hereof shall represent constitute a binding agreement among the CompanyUnderwriters, GE Capital the Depositor and the RepresentativesGECC. Very truly yours, CDF FUNDINGCEF EQUIPMENT HOLDING, INC. L.L.C. By: /s/ Jxxx Txxxxx X. Peak Xxxxxxxx Name: Jxxx Txxxxx X. Peak Xxxxxxxx Title: Vice President and Chief Executive Officer GENERAL ELECTRIC CAPITAL CORPORATION By: /s/ Txxxxx X. Xxxxxxxx Name: Txxxxx X. Xxxxxxxx Title: Authorized Signatory The foregoing Agreement is hereby confirmed Attorney-In-Fact Accepted and accepted on agreed as of the date first above written. CREDIT SUISSE SECURITIES (USA) LLChereof: MXXXXXX LYNCH, for itself and as a Representative PIERCE, FXXXXX & SXXXX, INCORPORATED By: /s/ Jxx-Xxxxxx Bxxxxxxx X. Xxxxxxx Name: Jxx-Xxxxxx Bxxxxxxx X. Xxxxxxx Title: Managing Director MIZUHO SECURITIES USA INC.Acting on behalf of itself and, for itself and if applicable, as a the Representative Byof the Underwriters. Schedule I Class Initial Principal Amount Purchase Price Percentage Approximate Amount Purchased by Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated Approximate Amount Purchased by RBC Capital Markets, LLC Class A-1 $171,000,000 99.88000% $94,050,000 $59,850,000 Class A-2 $218,000,000 99.82602% $119,900,000 $76,300,000 Class A-3 $181,000,000 99.74148% $99,550,000 $63,350,000 Class A-4 $139,450,000 99.70346% $76,697,500 $48,807,500 Class B $28,457,000 99.63920% $17,074,200 $11,382,800 Class C $28,457,000 99.59578% $17,074,200 $11,382,800 Total $766,364,000 Class Initial Principal Amount Purchase Price Percentage Approximate Amount Purchased by Citigroup Global Markets Inc. Approximate Amount Purchased by CastleOak Securities, L.P. Class A-1 $171,000,000 99.88000% $8,550,000 $8,550,000 Class A-2 $218,000,000 99.82602% $10,900,000 $10,900,000 Class A-3 $181,000,000 99.74148% $9,050,000 $9,050,000 Class A-4 $139,450,000 99.70346% $6,972,500 $6,972,500 Class B $28,457,000 99.63920% Class C $28,457,000 99.59578% Total $766,364,000 Total Purchase Price: /s/ Jxxxxx Xxxxxxx Name: Jxxxxx Xxxxxxx Title: ED $764,680,375.63 EXHIBIT A GE DEALER FLOORPLAN MASTER NOTE TRUST ASSET BACKED NOTES TERMS AGREEMENT (SERIES 2015-1FORM OF NOTICE PURSUANT TO SECTION 9(B) DatedDate: [ ___________, _____ [Time]: _____ [a.m.] [p.m.] To: CDF Funding, Inc. General Electric Capital Corporation CEF Equipment Holding, L.L.C. Re: GE Equipment Transportation LLC, Series 2013-1 Ladies and Gentlemen: This notice is made and delivered pursuant to Section 9(b) of that certain Underwriting Agreement, dated January 29as of March __, 20152013 (the “Underwriting Agreement”), by and among CDF Funding, Inc., General Electric Capital Corporation (“GECC”), CEF Equipment Holding, L.L.C. (the “Depositor”) and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, acting on behalf of itself and as the representative of the several underwriters listed on Schedule I thereto (in such capacity, the “Representative”). All capitalized terms used in this notice and not otherwise defined herein shall have the meanings assigned to them in the Underwriting Agreement. The Underwriter named below hereby notifies GECC and the Representatives referred to thereinDepositor that [the date hereof is the date on which the Preliminary Prospectus was first used] [and] [the time hereof is the time at which the first Contract of Sale has been entered into in connection with the Preliminary Prospectus]. [______________________], as Underwriter By: _________________________________ Title:________________________________

Nature of Underwriters’ Services. The Company acknowledges and agrees that each Underwriter in providing investment banking services to the Company in connection with the offering, including in acting pursuant to the terms of this Agreement, has acted and is acting as an independent contractor and not as a fiduciary of the Company and the Company does not intend any Underwriter to act in any capacity other than independent contractor. For avoidance of doubt, the Underwriters are not acting as agents, representatives or fiduciaries of the Issuer or any of the Company’s other affiliates. Additionally, none of the Underwriters is advising the Company or its affiliates or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company or its affiliates or any other person with respect thereto. Any review by the Underwriters of the Company, the Issuer, the Company’s other affiliates, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company or any other person. 26 GEDFMNT 20152013-1: Underwriting Agreement If the foregoing is in accordance with your understanding of our agreement, please sign and return to the undersigned a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company, GE Capital and the Representatives. Very truly yours, CDF FUNDING, INC. By: /s/ Jxxx X. Peak Name: Jxxx X. Peak Title: Vice President GENERAL ELECTRIC CAPITAL CORPORATION By: /s/ Txxxxx X. Xxxxxxxx Name: Txxxxx X. Xxxxxxxx Title: Authorized Signatory The foregoing Agreement is hereby confirmed and accepted on the date first above written. CREDIT SUISSE SECURITIES (USA) LLCBARCLAYS CAPITAL INC., for itself and as a Representative By: /s/ Jxx-Xxxxxx Xxxxxxx Mxxxxx Xxxxx Name: Jxx-Xxxxxx Xxxxxxx Mxxxxx Xxxxx Title: Managing Director MIZUHO SECURITIES USA INC., for itself and as a Representative By: /s/ Jxxxxx Xxxxxxx Vxxxxxx Xxxxxx Name: Jxxxxx Xxxxxxx Vxxxxxx Xxxxxx Title: ED Managing Director Head of Debt Syndicate EXHIBIT A GE DEALER FLOORPLAN MASTER NOTE TRUST ASSET BACKED NOTES TERMS AGREEMENT (SERIES 20152013-1) Dated: [ ] To: CDF Funding, Inc. General Electric Capital Corporation Re: Underwriting Agreement, dated January 29April 24, 20152013, among CDF Funding, Inc., General Electric Capital Corporation and the Representatives referred to therein

Nature of Underwriters’ Services. The Company acknowledges and agrees that each the Underwriter in providing investment banking services to the Company in connection with the offering, including in acting pursuant to the terms of this Agreement, has acted and is acting as an independent contractor and not as a fiduciary of the Company and the Company does not intend any the Underwriter to act in any capacity other than independent contractor, including as a fiduciary. For avoidance of doubt, the Underwriters are Underwriter is not acting as agents, representatives an agent or fiduciaries representative of the Issuer or any of the Company’s other affiliatesIssuer. Additionally, none of the Underwriters is advising the Company or its affiliates or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company or its affiliates or any other person with respect thereto. Any review by the Underwriters of the Company, the Issuer, the Company’s other affiliates, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company or any other person. 26 GEDFMNT 2015-1: Underwriting Agreement If the foregoing is in accordance with your understanding of our agreement, please sign and return to the undersigned a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company, GE Capital and the RepresentativesUnderwriter. Very truly yours, CDF FUNDING, INC. By: /s/ Jxxx Xxxx X. Peak Name: Jxxx Xxxx X. Peak Title: Vice President Underwriting Agreement GENERAL ELECTRIC CAPITAL CORPORATION By: /s/ Txxxxx Xxxxxx X. Xxxxxxxx Name: Txxxxx Xxxxxx X. Xxxxxxxx Title: Authorized Signatory Underwriting Agreement The foregoing Agreement is hereby confirmed and accepted on the date first above written. CREDIT SUISSE BANC OF AMERICA SECURITIES (USA) LLC, for itself and as a Representative LLC By: /s/ Jxx-Xxxxxx Xxxxxxxx Xxxxxxx Name: Jxx-Xxxxxx Xxxxxxxx Xxxxxxx Title: Managing Director MIZUHO SECURITIES USA INC., for itself and as a Representative By: /s/ Jxxxxx Xxxxxxx Name: Jxxxxx Xxxxxxx Title: ED Vice President Underwriting Agreement EXHIBIT A GE DEALER FLOORPLAN MASTER NOTE TRUST ASSET BACKED NOTES TERMS AGREEMENT (SERIES 20152009-1) Dated: :[ ] To: CDF Funding, Inc. General Electric Capital Corporation Re: Underwriting Agreement, dated January 29[ ], 20152009, among CDF Funding, Inc., General Electric Capital Corporation and the Representatives Underwriter referred to therein

Nature of Underwriters’ Services. The Company acknowledges Each of GECC and agrees the Depositor acknowledge and agree that each Underwriter the Underwriters are acting solely in providing investment banking services the capacity of arm's length contractual counterparties to GECC and the Depositor with respect to the Company offering of Notes contemplated hereby (including in connection with the offering, including in acting pursuant to determining the terms of this Agreement, has acted and is acting as an independent contractor the offering) and not as a financial advisor or a fiduciary of to, or an agent of, GECC, the Depositor, the Company and the Company does not intend any Underwriter to act in any capacity other than independent contractor. For avoidance of doubt, the Underwriters are not acting as agents, representatives or fiduciaries of the Issuer or any of the Company’s other affiliatesperson. Additionally, none of the Underwriters is advising GECC, the Depositor, the Company or its affiliates or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company GECC and the Depositor shall consult with its their own advisors concerning such matters and shall be responsible for making its their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to GECC, the Depositor or the Company or its affiliates or any other person with respect thereto. Any review by the Underwriters of the CompanyGECC, the IssuerDepositor, the Company’s other affiliates, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of GECC, the Depositor, the Company or any other personparty. 26 GEDFMNT 2015-1: Underwriting Agreement If the foregoing is in accordance with your understanding of our agreementunderstanding, please sign and return to the undersigned us a counterpart hereof, whereupon this letter and your acceptance hereof shall represent constitute a binding agreement among the CompanyUnderwriters, GE Capital the Depositor and the RepresentativesGECC. Very truly yours, CDF FUNDINGCEF EQUIPMENT HOLDING, INC. L.L.C. By: /s/ Jxxx Xxxxxx X. Peak Xxxxxxxx Name: Jxxx Xxxxxx X. Peak Xxxxxxxx Title: Vice President and Chief Executive Officer GENERAL ELECTRIC CAPITAL CORPORATION By: /s/ Txxxxx Xxxxxx X. Xxxxxxxx Name: Txxxxx Xxxxxx X. Xxxxxxxx Title: Authorized Signatory The foregoing Agreement is hereby confirmed Attorney-In-Fact Accepted and accepted on agreed as of the date first above writtenhereof: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX, INCORPORATED, By: /s/ Xxxxxxxx X. Xxxxxxx Name: Xxxxxxxx X. Xxxxxxx Title: Director Acting on behalf of itself and, if applicable, as the Representative of the Underwriters. CREDIT SUISSE SECURITIES Schedule I Class Initial Principal Amount Purchase Price Percentage Approximate Amount Purchased by Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Approximate Amount Purchased by X.X. Xxxxxx Securities LLC Class A-1 $ 132,000,000 99.89100 % $ 72,600,000 $ 46,200,000 Class A-2 $ 151,000,000 99.81251 % $ 83,850,000 $ 52,850,000 Class A-3 $ 180,500,000 99.73867 % $ 99,275,000 $ 63,175,000 Class A-4 $ 65,790,000 99.67841 % $ 36,185,000 $ 23,027,000 Class B $ 12,300,000 99.64282 % $ 7,380,000 $ 4,920,000 Total $ 541,590,000 Class Initial Principal Amount Purchase Price Percentage Approximate Amount Purchased by CastleOak Securities, L.P. Approximate Amount Purchased by Credit Suisse Securities (USA) LLC, for itself and as a Representative ByLLC Class A-1 $ 132,000,000 99.89100 % $ 6,600,000 $ 6,600,000 Class A-2 $ 151,000,000 99.81251 % $ 7,550,000 $ 7,550,000 Class A-3 $ 180,500,000 99.73867 % $ 9,025,000 $ 9,025,000 Class A-4 $ 65,790,000 99.67841 % $ 3,289,000 $ 3,289,000 Class B $ 12,300,000 99.64282 % $ 0 $ 0 Total $ 541,590,000 Total Purchase Price: /s/ Jxx-Xxxxxx Xxxxxxx Name: Jxx-Xxxxxx Xxxxxxx Title: Managing Director MIZUHO SECURITIES USA INC., for itself and as a Representative By: /s/ Jxxxxx Xxxxxxx Name: Jxxxxx Xxxxxxx Title: ED $540,435,802.25 EXHIBIT A GE DEALER FLOORPLAN MASTER NOTE TRUST ASSET BACKED NOTES TERMS AGREEMENT (SERIES 2015-1FORM OF NOTICE PURSUANT TO SECTION 9(B) DatedDate: [ ___________, _____ [Time]: _____ [a.m.] [p.m.] To: CDF Funding, Inc. General Electric Capital Corporation CEF Equipment Holding, L.L.C. Re: GE Equipment Midticket LLC, Series 2012-1 Ladies and Gentlemen: This notice is made and delivered pursuant to Section 9(b) of that certain Underwriting Agreement, dated January 29as of September __, 20152012 (the “Underwriting Agreement”), by and among CDF Funding, Inc., General Electric Capital Corporation (“GECC”), CEF Equipment Holding, L.L.C. (the “Depositor”) and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, acting on behalf of itself and as the representative of the several underwriters listed on Schedule I thereto (in such capacity, the “Representative”). All capitalized terms used in this notice and not otherwise defined herein shall have the meanings assigned to them in the Underwriting Agreement. The Underwriter named below hereby notifies GECC and the Representatives referred to thereinDepositor that [the date hereof is the date on which the Preliminary Prospectus was first used] [and] [the time hereof is the time at which the first Contract of Sale has been entered into in connection with the Preliminary Prospectus]. [______________________], as Underwriter By: Title:

Nature of Underwriters’ Services. The Company acknowledges and agrees that each Underwriter in providing investment banking services to the Company in connection with the offering, including in acting pursuant to the terms of this Agreement, has acted and is acting as an independent contractor and not as a fiduciary of the Company and the Company does not intend any Underwriter to act in any capacity other than independent contractor. For avoidance of doubt, the Underwriters are not acting as agents, representatives or fiduciaries of the Issuer or any of the Company’s other affiliates. Additionally, none of the Underwriters is advising the Company or its affiliates or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company or its affiliates or any other person with respect thereto. Any review by the Underwriters of the Company, the Issuer, the Company’s other affiliates, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company or any other person. 26 GEDFMNT 2015-1: Underwriting Agreement If the foregoing is in accordance with your understanding of our agreement, please sign and return to the undersigned a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company, GE Capital and the Representatives. Very truly yours, CDF FUNDING, INC. By: /s/ Jxxx X. Peak Name: Jxxx X. Peak Title: Vice President GENERAL ELECTRIC CAPITAL CORPORATION By: /s/ Txxxxx X. Xxxxxxxx Name: Txxxxx X. Xxxxxxxx Title: Authorized Signatory The foregoing Agreement is hereby confirmed and accepted on the date first above written. CREDIT SUISSE SECURITIES (USA) LLC, for itself and as a Representative By: /s/ Jxx-Xxxxxx Xxxxxxx Name: Jxx-Xxxxxx Xxxxxxx Title: Managing Director MIZUHO SECURITIES USA INC., for itself and as a Representative By: /s/ Jxxxxx Xxxxxxx Name: Jxxxxx Xxxxxxx Title: ED EXHIBIT A GE DEALER FLOORPLAN MASTER NOTE TRUST ASSET BACKED NOTES TERMS AGREEMENT (SERIES 2015-1) Dated: [ ] To: CDF Funding, Inc. General Electric Capital Corporation Re: Underwriting Agreement, dated January 29, 2015, among CDF Funding, Inc., General Electric Capital Corporation and the Representatives referred to therein

Nature of Underwriters’ Services. The Company acknowledges Each of GECC and agrees the Depositor acknowledge and agree that each Underwriter the Underwriters are acting solely in providing investment banking services the capacity of arm's length contractual counterparties to GECC and the Depositor with respect to the Company offering of Notes contemplated hereby (including in connection with the offering, including in acting pursuant to determining the terms of this Agreement, has acted and is acting as an independent contractor the offering) and not as a financial advisor or a fiduciary of to, or an agent of, GECC, the Depositor, the Company and the Company does not intend any Underwriter to act in any capacity other than independent contractor. For avoidance of doubt, the Underwriters are not acting as agents, representatives or fiduciaries of the Issuer or any of the Company’s other affiliatesperson. Additionally, none of the Underwriters is advising GECC, the Depositor, the Company or its affiliates or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company GECC and the Depositor shall consult with its their own advisors concerning such matters and shall be responsible for making its their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to GECC, the Depositor or the Company or its affiliates or any other person with respect thereto. Any review by the Underwriters of the CompanyGECC, the IssuerDepositor, the Company’s other affiliates, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of GECC, the Depositor, the Company or any other personparty. 26 GEDFMNT 2015-1: Underwriting Agreement If the foregoing is in accordance with your understanding of our agreementunderstanding, please sign and return to the undersigned us a counterpart hereof, whereupon this letter and your acceptance hereof shall represent constitute a binding agreement among the CompanyUnderwriters, GE Capital the Depositor and the RepresentativesGECC. Very truly yours, CDF FUNDINGCEF EQUIPMENT HOLDING, INC. L.L.C. By: /s/ Jxxx Txxxxx X. Peak Xxxxxxxx Name: Jxxx Txxxxx X. Peak Xxxxxxxx Title: Vice President GENERAL ELECTRIC CAPITAL CORPORATION By: /s/ Txxxxx X. Xxxxxxxx Name: Txxxxx X. Xxxxxxxx Title: Authorized Signatory The foregoing Agreement is hereby confirmed Attorney-in-Fact Accepted and accepted on agreed as of the date first above written. hereof: CREDIT SUISSE SECURITIES (USA) LLC, for itself and as a Representative LLC By: /s/ Jxx-Xxxxxx Xxxxxxx Name: Jxx-Xxxxxx Xxxxxxx Title: Managing Director MIZUHO SECURITIES USA INC.Acting on behalf of itself and, for itself and if applicable, as a the Representative Byof the Underwriters. Schedule I Class Initial Principal Amount Purchase Price Percentage Approximate Amount Purchased by Credit Suisse Securities (USA) LLC Approximate Amount Purchased by RBS Securities Inc. Class A-1 $ 202,000,000 99.88400 % $ 117,160,000 $ 64,640,000 Class A-2 $ 200,000,000 99.79579 % $ 116,000,000 $ 64,000,000 Class A-3 $ 200,000,000 99.73965 % $ 116,000,000 $ 64,000,000 Class A-4 $ 51,139,000 99.69183 % $ 29,661,000 $ 16,364,000 Class B $ 32,258,000 99.64261 % $ 20,788,000 $ 11,470,000 Total $ 685,397,000 Class Initial Principal Amount Purchase Price Percentage Approximate Amount Purchased by J.X. Xxxxxx Securities LLC Approximate Amount Purchased by Mxxxxxxx Financial Group, Inc. Class A-1 $ 202,000,000 99.88400 % $ 10,100,000 $ 10,100,000 Class A-2 $ 200,000,000 99.79579 % $ 10,000,000 $ 10,000,000 Class A-3 $ 200,000,000 99.73965 % $ 10,000,000 $ 10,000,000 Class A-4 $ 51,139,000 99.69183 % $ 2,557,000 $ 2,557,000 Class B $ 32,258,000 99.64261 % - - Total $ 685,397,000 Total Purchase Price: /s/ Jxxxxx Xxxxxxx Name: Jxxxxx Xxxxxxx Title: ED $683,960,678.08 EXHIBIT A GE DEALER FLOORPLAN MASTER NOTE TRUST ASSET BACKED NOTES TERMS AGREEMENT (SERIES 2015-1FORM OF NOTICE PURSUANT TO SECTION 9(B) DatedDate: [ ___________, _____ [Time]: _____ [a.m.] [p.m.] To: CDF Funding, Inc. General Electric Capital Corporation CEF Equipment Holding, L.L.C. Re: GE Equipment Transportation LLC, Series 2012-1 Ladies and Gentlemen: This notice is made and delivered pursuant to Section 9(b) of that certain Underwriting Agreement, dated January 29as of March 14, 20152012 (the “Underwriting Agreement”), by and among CDF Funding, Inc., General Electric Capital Corporation (“GECC”), CEF Equipment Holding, L.L.C. (the “Depositor”) and Credit Suisse Securities (USA) LLC, acting on behalf of itself and as the representative of the several underwriters listed on Schedule I thereto (in such capacity, the “Representative”). All capitalized terms used in this notice and not otherwise defined herein shall have the meanings assigned to them in the Underwriting Agreement. The Underwriter named below hereby notifies GECC and the Representatives referred to thereinDepositor that [the date hereof is the date on which the Preliminary Prospectus was first used] [and] [the time hereof is the time at which the first Contract of Sale has been entered into in connection with the Preliminary Prospectus]. [ ], as Underwriter By: Title:

Nature of Underwriters’ Services. The Company acknowledges and agrees that each Underwriter in providing investment banking services to the Company in connection with the offering, including in acting pursuant to the terms of this Agreement, has acted and is acting as an independent contractor and not as a fiduciary of the Company and the Company does not intend any Underwriter to act in any capacity other than independent contractor. For avoidance of doubt, the Underwriters are not acting as agents, representatives or fiduciaries of the Issuer or any of the Company’s other affiliates. Additionally, none of the Underwriters is advising the Company or its affiliates or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company or its affiliates or any other person with respect thereto. Any review by the Underwriters of the Company, the Issuer, the Company’s other affiliates, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company or any other person. 26 GEDFMNT 2015-1: Underwriting Agreement If the foregoing is in accordance with your understanding of our agreement, please sign and return to the undersigned a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company, GE Capital and the Representatives. Very truly yours, CDF FUNDING, INC. By: /s/ Jxxx Xxxx X. Peak Name: Jxxx Xxxx X. Peak Title: Vice President GENERAL ELECTRIC CAPITAL CORPORATION By: /s/ Txxxxx Xxxxxx X. Xxxxxxxx Name: Txxxxx Xxxxxx X. Xxxxxxxx Title: Authorized Signatory Attorney-in-Fact The foregoing Agreement is hereby confirmed and accepted on the date first above written. CREDIT SUISSE SECURITIES (USA) LLC, for itself and as a Representative By: /s/ Jxx-Xxxxxx Xxxxxxx Xxx Xxxx Name: Jxx-Xxxxxx Xxxxxxx Xxx Xxxx Title: Managing Director MIZUHO SECURITIES USA CITIGROUP GLOBAL MARKETS INC., for itself and as a Representative By: /s/ Jxxxxx Xxxxxxx Xxxxx Xxxxxx Name: Jxxxxx Xxxxxxx Xxxxx Xxxxxx Title: ED Director EXHIBIT A GE DEALER FLOORPLAN MASTER NOTE TRUST ASSET BACKED NOTES TERMS AGREEMENT (SERIES 20152012-1) Dated: [ ] To: CDF Funding, Inc. General Electric Capital Corporation Re: Underwriting Agreement, dated January 29February 14, 20152012, among CDF Funding, Inc., General Electric Capital Corporation and the Representatives referred to therein

Nature of Underwriters’ Services. The Company acknowledges and agrees that each Underwriter in providing investment banking services to the Company in connection with the offering, including in acting pursuant to the terms of this Agreement, has acted and is acting as an independent contractor and not as a fiduciary of the Company and the Company does not intend any Underwriter to act in any capacity other than independent contractor. For avoidance of doubt, the Underwriters are not acting as agents, representatives or fiduciaries of the Issuer or any of the Company’s other affiliates. Additionally, none of the Underwriters is advising the Company or its affiliates or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company or its affiliates or any other person with respect thereto. Any review by the Underwriters of the Company, the Issuer, the Company’s other affiliates, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company or any other person. 26 GEDFMNT 2015-12: Underwriting Agreement If the foregoing is in accordance with your understanding of our agreement, please sign and return to the undersigned a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company, GE Capital and the Representatives. Very truly yours, CDF FUNDING, INC. By: /s/ Jxxx X. Peak Name: Jxxx X. Peak Title: Vice President GENERAL ELECTRIC CAPITAL CORPORATION By: /s/ Txxxxx X. Xxxxxxxx Name: Txxxxx X. Xxxxxxxx Title: Authorized Signatory The foregoing Agreement is hereby confirmed and accepted on the date first above written. CREDIT SUISSE SECURITIES (USA) LLC, for itself and as a Representative By: /s/ Jxx-Xxxxxx Xxxxxxx Name: Jxx-Xxxxxx Xxxxxxx Title: Managing Director MIZUHO SECURITIES USA INC., for itself and as a Representative By: /s/ Jxxxxx Xxxxxxx Name: Jxxxxx Xxxxxxx Title: ED EXHIBIT A GE DEALER FLOORPLAN MASTER NOTE TRUST ASSET BACKED NOTES TERMS AGREEMENT (SERIES 2015-12) Dated: [ ] To: CDF Funding, Inc. General Electric Capital Corporation Re: Underwriting Agreement, dated January 29, 2015, among CDF Funding, Inc., General Electric Capital Corporation and the Representatives referred to therein

Nature of Underwriters’ Services. The Each of GECC, the Company acknowledges and agrees the Depositor acknowledge and agree that each Underwriter the Underwriters are acting solely in providing investment banking services the capacity of arm's length contractual counterparties to GECC, the Company and the Depositor with respect to the Company offering of Notes contemplated hereby (including in connection with the offering, including in acting pursuant to determining the terms of this Agreement, has acted and is acting as an independent contractor the offering) and not as a financial advisor or a fiduciary of to, or an agent of, GECC, the Company and the Depositor, the Company does not intend any Underwriter to act in any capacity other than independent contractor. For avoidance of doubt, the Underwriters are not acting as agents, representatives or fiduciaries of the Issuer or any of the Company’s other affiliatesperson. Additionally, none of the Underwriters is advising GECC, the Depositor, the Company or its affiliates or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company GECC and the Depositor shall consult with its their own advisors concerning such matters and shall be responsible for making its their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to GECC, the Depositor or the Company or its affiliates or any other person with respect thereto. Any review by the Underwriters of the CompanyGECC, the IssuerDepositor, the Company’s other affiliates, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of GECC, the Depositor, the Company or any other personparty. 26 GEDFMNT 2015-1: Underwriting Agreement If the foregoing is in accordance with your understanding of our agreementunderstanding, please sign and return to the undersigned us a counterpart hereof, whereupon this letter and your acceptance hereof shall represent constitute a binding agreement among the CompanyUnderwriters, GE Capital the Depositor, the Company and the RepresentativesGECC. Very truly yours, CDF FUNDINGCEF EQUIPMENT HOLDING, INC. L.L.C. By: /s/ Jxxx Txxxxx X. Peak Xxxxxxxx Name: Jxxx Txxxxx X. Peak Xxxxxxxx Title: Vice President and Chief Executive Officer GENERAL ELECTRIC CAPITAL CORPORATION By: /s/ Txxxxx X. Xxxxxxxx Name: Txxxxx X. Xxxxxxxx Title: Authorized Signatory The foregoing Agreement is hereby confirmed and accepted on the date first above written. CREDIT SUISSE SECURITIES (USA) Attorney-In-Fact GE EQUIPMENT TRANSPORTATION LLC, for itself and as a Representative SERIES 2014-1 By: GE Equipment Funding, LLC, its Managing Member By: /s/ Jxx-Xxxxxx Xxxxxxx Txxxxx X. Xxxxxxxx Name: Jxx-Xxxxxx Xxxxxxx Txxxxx X. Xxxxxxxx Title: President and Chief Executive Officer Accepted and agreed as of the date hereof: BARCLAYS CAPITAL INC. By: /s/ Kxxxxx Xxxxx Name: Kxxxxx Xxxxx Title: Managing Director MIZUHO SECURITIES Acting on behalf of itself and, if applicable, as the Representative of the Underwriters. Schedule I Class Initial Principal Amount Purchase Price Percentage Approximate Amount Purchased by Barclays Capital Inc. Approximate Amount Purchased by Mizuho Securities USA INC.Inc. Approximate Amount Purchased by SunTrust Rxxxxxxx Xxxxxxxx, for itself and as a Representative ByInc. Approximate Amount Purchased by CastleOak Securities, L.P. Class A-1 $ 178,400,000 99.88000 % $ 98,120,000 $ 62,440,000 $ 8,920,000 $ 8,920,000 Class A-2 $ 217,000,000 99.82634 % $ 119,350,000 $ 75,950,000 $ 10,850,000 $ 10,850,000 Class A-3 $ 217,000,000 99.74132 % $ 119,350,000 $ 75,950,000 $ 10,850,000 $ 10,850,000 Class A-4 $ 88,500,000 99.69061 % $ 48,675,000 $ 30,975,000 $ 4,425,000 $ 4,425,000 Class B $ 15,000,000 99.63426 % $ 9,000,000 $ 6,000,000 $ 0 $ 0 Class C $ 11,000,000 99.59220 % $ 6,600,000 $ 4,400,000 $ 0 $ 0 Total $ 726,900,000 Total Purchase Price: /s/ Jxxxxx Xxxxxxx Name: Jxxxxx Xxxxxxx Title: ED $725,374,213 EXHIBIT A GE DEALER FLOORPLAN MASTER NOTE TRUST ASSET BACKED NOTES TERMS AGREEMENT (SERIES 2015-1FORM OF NOTICE PURSUANT TO SECTION 9(B) DatedDate: [ ___________, _____ [Time]: _____ [a.m.] [p.m.] To: CDF Funding, Inc. General Electric Capital Corporation CEF Equipment Holding, L.L.C. Re: GE Equipment Transportation LLC, Series 2014-1 Ladies and Gentlemen: This notice is made and delivered pursuant to Section 9(b) of that certain Underwriting Agreement, dated January 29as of June [__], 20152014 (the “Underwriting Agreement”), by and among CDF Funding, Inc., General Electric Capital Corporation (“GECC”), CEF Equipment Holding, L.L.C. (the “Depositor”), GE Equipment Transportation LLC, Series 2014-1 and Barclays Capital Inc., acting on behalf of itself and as the representative of the several underwriters listed on Schedule I thereto (in such capacity, the “Representative”). All capitalized terms used in this notice and not otherwise defined herein shall have the meanings assigned to them in the Underwriting Agreement. The Underwriter named below hereby notifies GECC and the Representatives referred to thereinDepositor that [the date hereof is the date on which the Preliminary Prospectus was first used] [and] [the time hereof is the time at which the first Contract of Sale has been entered into in connection with the Preliminary Prospectus]. [______________________], as Underwriter By: Title:

Nature of Underwriters’ Services. The Each of GECC, the Company acknowledges and agrees the Depositor acknowledge and agree that each Underwriter the Underwriters are acting solely in providing investment banking services the capacity of arm's length contractual counterparties to GECC, the Company and the Depositor with respect to the Company offering of Notes contemplated hereby (including in connection with the offering, including in acting pursuant to determining the terms of this Agreement, has acted and is acting as an independent contractor the offering) and not as a financial advisor or a fiduciary of to, or an agent of, GECC, the Depositor, the Company and the Company does not intend any Underwriter to act in any capacity other than independent contractor. For avoidance of doubt, the Underwriters are not acting as agents, representatives or fiduciaries of the Issuer or any of the Company’s other affiliatesperson. Additionally, none of the Underwriters is advising GECC, the Depositor, the Company or its affiliates or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The GECC, the Company and the Depositor shall consult with its their own advisors concerning such matters and shall be responsible for making its their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to GECC, the Depositor or the Company or its affiliates or any other person with respect thereto. Any review by the Underwriters of the CompanyGECC, the IssuerDepositor, the Company’s other affiliates, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of GECC, the Depositor, the Company or any other personparty. 26 GEDFMNT 2015-1: Underwriting Agreement If the foregoing is in accordance with your understanding of our agreementunderstanding, please sign and return to the undersigned us a counterpart hereof, whereupon this letter and your acceptance hereof shall represent constitute a binding agreement among the CompanyUnderwriters, GE Capital the Depositor, the Company and the RepresentativesGECC. Very truly yours, CDF FUNDINGCEF EQUIPMENT HOLDING, INC. L.L.C. By: /s/ Jxxx X. Peak Name: Jxxx X. Peak Title: Vice President GENERAL ELECTRIC CAPITAL CORPORATION By: /s/ Txxxxx X. Xxxxxxxx Name: Txxxxx X. Xxxxxxxx Title: Authorized Signatory The foregoing Agreement is hereby confirmed GE EQUIPMENT MIDTICKET LLC, SERIES 2014-1 By: GE Equipment Funding, LLC, its Managing Member By: Name: Title: Accepted and accepted on agreed as of the date first above written. hereof: CREDIT SUISSE SECURITIES (USA) LLC, for itself and as a Representative By: /s/ Jxx-Xxxxxx Xxxxxxx Name: Jxx-Xxxxxx Xxxxxxx Title: Managing Director MIZUHO SECURITIES USA INC.Acting on behalf of itself and, for itself and if applicable, as a the Representative Byof the Underwriters. Schedule I Class Initial Principal Amount Purchase Price Percentage Approximate Amount Purchased by Credit Suisse Securities (USA) LLC Approximate Amount Purchased by X.X. Xxxxxx Securities LLC Class A-1 $ 138,600,000 99.89500 % $ 79,695,000.00 $ 51,975,000.00 Class A-2 $ 190,000,000 99.81725 % $ 109,250,000.00 $ 71,250,000.00 Class A-3 $ 173,000,000 99.74939 % $ 99,475,000.00 $ 64,875,000.00 Class A-4 $ 77,500,000 99.67788 % $ 44,562,500.00 $ 29,062,500.00 Total $ 579,100,000 Class Initial Principal Amount Purchase Price Percentage Approximate Amount Purchased by Lloyds Securities Inc. Class A-1 $ 138,600,000 99.89500 % $ 6,930,000.00 Class A-2 $ 190,000,000 99.81725 % $ 9,500,000.00 Class A-3 $ 173,000,000 99.74939 % $ 8,650,000.00 Class A-4 $ 77,500,000 99.67788 % $ 3,875,000.00 Total $ 579,100,000 Total Purchase Price: /s/ Jxxxxx Xxxxxxx Name: Jxxxxx Xxxxxxx Title: ED $577,924,046.70 EXHIBIT A GE DEALER FLOORPLAN MASTER NOTE TRUST ASSET BACKED NOTES TERMS AGREEMENT (SERIES 2015-1FORM OF NOTICE PURSUANT TO SECTION 9(B) DatedDate: [ ___________, _____ [Time]: _____ [a.m.] [p.m.] To: CDF Funding, Inc. General Electric Capital Corporation CEF Equipment Holding, L.L.C. Re: GE Equipment Midticket LLC, Series 2014-1 Ladies and Gentlemen: This notice is made and delivered pursuant to Section 9(b) of that certain Underwriting Agreement, dated January 29as of September __, 20152014 (the “Underwriting Agreement”), by and among CDF Funding, Inc., General Electric Capital Corporation (“GECC”), CEF Equipment Holding, L.L.C. (the “Depositor”) and Credit Suisse Securities (USA) LLC, acting on behalf of itself and as the representative of the several underwriters listed on Schedule I thereto (in such capacity, the “Representative”). All capitalized terms used in this notice and not otherwise defined herein shall have the meanings assigned to them in the Underwriting Agreement. The Underwriter named below hereby notifies GECC and the Representatives referred to thereinDepositor that [the date hereof is the date on which the Preliminary Prospectus was first used] [and] [the time hereof is the time at which the first Contract of Sale has been entered into in connection with the Preliminary Prospectus]. [______________________], as Underwriter By: Title:

Nature of Underwriters’ Services. The Company acknowledges Each of GECCI and agrees the Depositor acknowledge and agree that each Underwriter the Underwriters are acting solely in providing investment banking services the capacity of arm’s length contractual counterparties to GECCI and the Depositor with respect to the Company offering of Notes contemplated hereby (including in connection with the offering, including in acting pursuant to determining the terms of this Agreement, has acted and is acting as an independent contractor the offering) and not as a financial advisor or a fiduciary of to, or an agent of, GECCI, the Depositor, the Company and the Company does not intend any Underwriter to act in any capacity other than independent contractor. For avoidance of doubt, the Underwriters are not acting as agents, representatives or fiduciaries of the Issuer or any of the Company’s other affiliatesperson. Additionally, none of the Underwriters is advising GECCI, the Depositor, the Company or its affiliates or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company GECCI and the Depositor shall consult with its their own advisors concerning such matters and shall be responsible for making its their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to GECCI, the Depositor or the Company or its affiliates or any other person with respect thereto. Any review by the Underwriters of the CompanyGECCI, the IssuerDepositor, the Company’s other affiliates, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of GECCI, the Depositor, the Company or any other personparty. 26 GEDFMNT 2015-1: Underwriting Agreement If the foregoing is in accordance with your understanding of our agreementunderstanding, please sign and return to the undersigned us a counterpart hereof, whereupon this letter and your acceptance hereof shall represent constitute a binding agreement among the CompanyUnderwriters, GE Capital the Depositor and the RepresentativesGECCI. Very truly yours, CDF GECB EQUIPMENT FUNDING, LLC By: Name: Title: GE CAPITAL COMMERCIAL INC. By: /s/ Jxxx X. Peak Name Title: Accepted and agreed as of the date hereof: [●] By: Name: Jxxx X. Peak Title: Vice President GENERAL ELECTRIC CAPITAL CORPORATION ByActing on behalf of itself and, if applicable, as the Representative of the Underwriters. Schedule I Class Initial Principal Amount Purchase Price Percentage Approximate Amount Purchased by [●] Approximate Amount Purchased by [●] Class A $ [●] [●] % $ [●] $ [●] Class B $ [●] [●] % $ [●] $ [●] Class C $ [●] [●] % $ [●] $ [●] Total $ [●] Total Purchase Price: /s/ Txxxxx X. Xxxxxxxx Name: Txxxxx X. Xxxxxxxx Title: Authorized Signatory The foregoing Agreement is hereby confirmed and accepted on the date first above written. CREDIT SUISSE SECURITIES (USA) LLC, for itself and as a Representative By: /s/ Jxx-Xxxxxx Xxxxxxx Name: Jxx-Xxxxxx Xxxxxxx Title: Managing Director MIZUHO SECURITIES USA INC., for itself and as a Representative By: /s/ Jxxxxx Xxxxxxx Name: Jxxxxx Xxxxxxx Title: ED $[●] EXHIBIT A GE DEALER FLOORPLAN MASTER NOTE TRUST ASSET BACKED NOTES TERMS AGREEMENT (SERIES 2015-1FORM OF NOTICE PURSUANT TO SECTION 9(B) DatedDate: [ ___________, _____ [Time]: _____ [a.m.] [p.m.] To: CDF GE Capital Commercial Inc. GECB Equipment Funding, Inc. General Electric Capital Corporation LLC Re: [●], Series 201[●]-[●] Ladies and Gentlemen: This notice is made and delivered pursuant to Section 9(b) of that certain Underwriting Agreement, dated January 29as of [●] [●], 2015201[●] (the “Underwriting Agreement”), by and among CDF GE Capital Commercial Inc.(“GECCI”), GECB Equipment Funding, Inc.LLC(the “Depositor”) and [●], General Electric Capital Corporation acting on behalf of itself and as the representative of the several underwriters listed on Schedule I thereto (in such capacity, the “Representative”). All capitalized terms used in this notice and not otherwise defined herein shall have the meanings assigned to them in the Underwriting Agreement. The Underwriter named below hereby notifies GECCI and the Representatives referred to thereinDepositor that [the date hereof is the date on which the Preliminary Prospectus was first used] [and] [the time hereof is the time at which the first Contract of Sale has been entered into in connection with the Preliminary Prospectus]. [______________________], as Underwriter By: Name: Title: