Exhibit 3.5 FIRST AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENT OF CDF FINANCING, L.L.C. FIRST AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENT (this "Amendment") dated as of April 1, 2003 between General Electric Capital Services, Inc. ("GECS")...Limited Liability Company Agreement • July 2nd, 2004 • CDF Funding, Inc. • Asset-backed securities • Delaware
FORM OFServicing Agreement • June 21st, 2006 • CDF Funding, Inc. • Asset-backed securities
BACKGROUNDPooling and Servicing Agreement • July 2nd, 2004 • CDF Funding, Inc. • Asset-backed securities • New York
Exhibit 1.1 GE DEALER FLOORPLAN MASTER NOTE TRUST FORM OF UNDERWRITING AGREEMENT [_____] acting on behalf of [itself] [themselves] and as the Representative[s] of the Underwriters named in the Terms Agreement referred to herein (the "Representative[s]")Underwriting Agreement • June 21st, 2006 • CDF Funding, Inc. • Asset-backed securities
among GE DEALER FLOORPLAN MASTER NOTE TRUST, as Trust,Administration Agreement • July 2nd, 2004 • CDF Funding, Inc. • Asset-backed securities
Exhibit 4.4 GE DEALER FLOORPLAN MASTER NOTE TRUST AMENDED AND RESTATED TRUST AGREEMENTTrust Agreement • July 2nd, 2004 • CDF Funding, Inc. • Asset-backed securities • Delaware
DEUTSCHE FLOORPLAN RECEIVABLES, L.P. Seller DEUTSCHE FINANCIAL SERVICES CORPORATION Servicer and THE CHASE MANHATTAN BANK TrusteePooling and Servicing Agreement • July 2nd, 2004 • CDF Funding, Inc. • Asset-backed securities • New York
amongReceivables Sale Agreement • June 21st, 2006 • CDF Funding, Inc. • Asset-backed securities
among GE DEALER FLOORPLAN MASTER NOTE TRUST, as Trust,Administration Agreement • June 21st, 2006 • CDF Funding, Inc. • Asset-backed securities
as Issuer, AndIndenture Supplement • June 21st, 2006 • CDF Funding, Inc. • Asset-backed securities
FIRST OMNIBUS AMENDMENT TO AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT AND SUPPLEMENTSPooling and Servicing Agreement • July 2nd, 2004 • CDF Funding, Inc. • Asset-backed securities • New York
GE COMMERCIAL DISTRIBUTION FINANCE CORPORATION, as Servicer, andPooling and Servicing Agreement • July 2nd, 2004 • CDF Funding, Inc. • Asset-backed securities • New York
between GE DEALER FLOORPLAN MASTER NOTE TRUST, as Issuer andMaster Indenture • June 21st, 2006 • CDF Funding, Inc. • Asset-backed securities • New York
by and betweenSub-Servicing Agreement • June 21st, 2006 • CDF Funding, Inc. • Asset-backed securities
AMENDMENT TO RECEIVABLES CONTRIBUTION AND SALE AGREEMENTReceivables Contribution and Sale Agreement • July 2nd, 2004 • CDF Funding, Inc. • Asset-backed securities
Exhibit 4.20 PERFORMANCE GUARANTY December 31, 2002 Wilmington Trust Company, as Trustee 1100 N. Market Street Wilmington, Delaware 19890 Re: GE Commercial Distribution Finance Corporation Ladies and Gentlemen: Reference is hereby made to (i) the...Performance Guaranty • July 2nd, 2004 • CDF Funding, Inc. • Asset-backed securities • New York
GE DEALER FLOORPLAN MASTER NOTE TRUST UNDERWRITING AGREEMENTUnderwriting Agreement • February 2nd, 2015 • CDF Funding, Inc. • Asset-backed securities
CDF Funding, Inc., a Delaware corporation (the “Company”), proposes to cause GE Dealer Floorplan Master Note Trust (the “Issuer”) to issue the “Offered Notes” (as such term is defined in the applicable Terms Agreement). The offering of the Offered Notes by the Underwriters (as such term is defined in the applicable Terms Agreement (as defined below)) pursuant to this Agreement and the applicable terms agreement (such terms agreement to incorporate by reference this Agreement and to be substantially in the form of Exhibit A; each such terms agreement may be referred to as a “Terms Agreement”) is referred to herein as the “Note Offering.” The Company is wholly-owned by General Electric Capital Corporation (“GE Capital”).
Exhibit 99.2 RECEIVABLES PURCHASE AND CONTRIBUTION AGREEMENTReceivables Purchase and Contribution Agreement • June 21st, 2006 • CDF Funding, Inc. • Asset-backed securities
OFTrust Agreement • June 21st, 2006 • CDF Funding, Inc. • Asset-backed securities • Delaware
GE DEALER FLOORPLAN MASTER NOTE TRUST ASSET BACKED NOTES TERMS AGREEMENT (SERIES 2006-4)Terms Agreement • November 9th, 2006 • CDF Funding, Inc. • Asset-backed securities
GE DEALER FLOORPLAN MASTER NOTE TRUST Series 2005-1 $1,190,000,000 Class A Asset-Backed Notes $37,600,000 Class B Asset-Backed Notes $22,400,000 Class C Asset-Backed Notes UNDERWRITING AGREEMENTUnderwriting Agreement • May 11th, 2005 • CDF Funding, Inc. • Asset-backed securities
GE DEALER FLOORPLAN MASTER NOTE TRUST, as Issuer, and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Indenture Trustee SERIES 2011-1 INDENTURE SUPPLEMENT Dated as of August 10, 2011Indenture Supplement • August 11th, 2011 • CDF Funding, Inc. • Asset-backed securities
This SERIES 2011-1 INDENTURE SUPPLEMENT, dated as of August 10, 2011 (this “Indenture Supplement”), is between GE DEALER FLOORPLAN MASTER NOTE TRUST, a Delaware statutory trust (herein, the “Issuer” or the “Trust”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, not in its individual capacity, but solely as indenture trustee (herein, together with its successors thereunder as provided in the Indenture referred to below, the “Indenture Trustee”) under the Master Indenture, dated as of August 12, 2004 (as amended or supplemented, the “Indenture”), between the Issuer and the Indenture Trustee (as successor in interest to Wilmington Trust Company).
GE DEALER FLOORPLAN MASTER NOTE TRUST,Indenture Supplement • July 24th, 2014 • CDF Funding, Inc. • Asset-backed securities
This SERIES 2014-1 INDENTURE SUPPLEMENT, dated as of July 22, 2014 (this “Indenture Supplement”), is between GE DEALER FLOORPLAN MASTER NOTE TRUST, a Delaware statutory trust (herein, the “Issuer” or the “Trust”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, not in its individual capacity, but solely as indenture trustee (herein, together with its successors thereunder as provided in the Indenture referred to below, the “Indenture Trustee”) under the Amended and Restated Master Indenture, dated as of July 11, 2014 (as amended or supplemented, the “Indenture”), between the Issuer and the Indenture Trustee (as successor in interest to Wilmington Trust Company).
GE DEALER FLOORPLAN MASTER NOTE TRUST,Indenture Supplement • November 14th, 2012 • CDF Funding, Inc. • Asset-backed securities
This SERIES 2012-4 INDENTURE SUPPLEMENT, dated as of November 9, 2012 (this “Indenture Supplement”), is between GE DEALER FLOORPLAN MASTER NOTE TRUST, a Delaware statutory trust (herein, the “Issuer” or the “Trust”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, not in its individual capacity, but solely as indenture trustee (herein, together with its successors thereunder as provided in the Indenture referred to below, the “Indenture Trustee”) under the Master Indenture, dated as of August 12, 2004 (as amended or supplemented, the “Indenture”), between the Issuer and the Indenture Trustee (as successor in interest to Wilmington Trust Company).
GE DEALER FLOORPLAN MASTER NOTE TRUST,Indenture Supplement • February 28th, 2012 • CDF Funding, Inc. • Asset-backed securities
This SERIES 2012-1 INDENTURE SUPPLEMENT, dated as of February 22, 2012 (this “Indenture Supplement”), is between GE DEALER FLOORPLAN MASTER NOTE TRUST, a Delaware statutory trust (herein, the “Issuer” or the “Trust”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, not in its individual capacity, but solely as indenture trustee (herein, together with its successors thereunder as provided in the Indenture referred to below, the “Indenture Trustee”) under the Master Indenture, dated as of August 12, 2004 (as amended or supplemented, the “Indenture”), between the Issuer and the Indenture Trustee (as successor in interest to Wilmington Trust Company).
BACKGROUNDMaster Indenture Amendment • June 21st, 2006 • CDF Funding, Inc. • Asset-backed securities
GE DEALER FLOORPLAN MASTER NOTE TRUST,Indenture Supplement • August 6th, 2012 • CDF Funding, Inc. • Asset-backed securities
This SERIES 2012-3 INDENTURE SUPPLEMENT, dated as of July 31, 2012 (this “Indenture Supplement”), is between GE DEALER FLOORPLAN MASTER NOTE TRUST, a Delaware statutory trust (herein, the “Issuer” or the “Trust”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, not in its individual capacity, but solely as indenture trustee (herein, together with its successors thereunder as provided in the Indenture referred to below, the “Indenture Trustee”) under the Master Indenture, dated as of August 12, 2004 (as amended or supplemented, the “Indenture”), between the Issuer and the Indenture Trustee (as successor in interest to Wilmington Trust Company).
AMENDMENT NO. 1 TO RECEIVABLES PURCHASE AND CONTRIBUTION AGREEMENTReceivables Purchase and Contribution Agreement • June 21st, 2006 • CDF Funding, Inc. • Asset-backed securities
THIS AMENDMENT NO. 1 TO RECEIVABLES PURCHASE AND CONTRIBUTION AGREEMENT, dated as of as of May 5, 2005 (this “Amendment”), is between CDF Funding, Inc., a Delaware corporation, as seller (the “Seller”), and GE Dealer Floorplan Master Note Trust, a statutory trust organized under the laws of the State of Delaware, as buyer (the “Buyer”).
GE DEALER FLOORPLAN MASTER NOTE TRUST,Indenture Supplement • May 3rd, 2013 • CDF Funding, Inc. • Asset-backed securities
This SERIES 2013-1 INDENTURE SUPPLEMENT, dated as of April 30, 2013 (this “Indenture Supplement”), is between GE DEALER FLOORPLAN MASTER NOTE TRUST, a Delaware statutory trust (herein, the “Issuer” or the “Trust”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, not in its individual capacity, but solely as indenture trustee (herein, together with its successors thereunder as provided in the Indenture referred to below, the “Indenture Trustee”) under the Master Indenture, dated as of August 12, 2004 (as amended or supplemented, the “Indenture”), between the Issuer and the Indenture Trustee (as successor in interest to Wilmington Trust Company).
SUPPLEMENT NO. 18 TO INDENTUREIndenture • April 23rd, 2013 • CDF Funding, Inc. • Asset-backed securities • New York
THIS SUPPLEMENT NO. 18 TO INDENTURE, dated as of April 17, 2013 (this “Supplement”), is between GE Dealer Floorplan Master Note Trust, a Delaware statutory trust, as issuer (the “Issuer”), and Deutsche Bank Trust Company Americas, a New York banking corporation, as trustee (the “Indenture Trustee”).
GE DEALER FLOORPLAN MASTER NOTE TRUST, as Issuer, and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Indenture Trustee AMENDED AND RESTATED SERIES 2007-2 INDENTURE SUPPLEMENT Dated as of June 26, 2009Indenture Supplement • June 26th, 2009 • CDF Funding, Inc. • Asset-backed securities
AMENDED AND RESTATED SERIES 2007-2 INDENTURE SUPPLEMENT, dated as of June 26, 2009 (this “Indenture Supplement”), between GE DEALER FLOORPLAN MASTER NOTE TRUST, a Delaware statutory trust (herein, the “Issuer” or the “Trust”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, not in its individual capacity, but solely as indenture trustee (herein, together with its successors in the trusts thereunder as provided in the Master Indenture referred to below, the “Indenture Trustee”) under the Master Indenture, dated as of August 12, 2004 (as amended or supplemented to the date hereof, the “Indenture”), between the Issuer and the Indenture Trustee (as successor in interest to Wilmington Trust Company).
GE DEALER FLOORPLAN MASTER NOTE TRUST,Indenture Supplement • February 9th, 2015 • CDF Funding, Inc. • Asset-backed securities
This SERIES 2015-2 INDENTURE SUPPLEMENT, dated as of February 4, 2015 (this “Indenture Supplement”), is between GE DEALER FLOORPLAN MASTER NOTE TRUST, a Delaware statutory trust (herein, the “Issuer” or the “Trust”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, not in its individual capacity, but solely as indenture trustee (herein, together with its successors thereunder as provided in the Indenture referred to below, the “Indenture Trustee”) under the Amended and Restated Master Indenture, dated as of July 11, 2014 (as amended or supplemented, the “Indenture”), between the Issuer and the Indenture Trustee (as successor in interest to Wilmington Trust Company).
Exhibit 99.5 ORIGINATOR PERFORMANCE GUARANTY dated as of August 12, 2004Originator Performance Guaranty • June 21st, 2006 • CDF Funding, Inc. • Asset-backed securities
GE DEALER FLOORPLAN MASTER NOTE TRUST,Indenture Supplement • February 9th, 2015 • CDF Funding, Inc. • Asset-backed securities
This SERIES 2015-1 INDENTURE SUPPLEMENT, dated as of February 4, 2015 (this “Indenture Supplement”), is between GE DEALER FLOORPLAN MASTER NOTE TRUST, a Delaware statutory trust (herein, the “Issuer” or the “Trust”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, not in its individual capacity, but solely as indenture trustee (herein, together with its successors thereunder as provided in the Indenture referred to below, the “Indenture Trustee”) under the Amended and Restated Master Indenture, dated as of July 11, 2014 (as amended or supplemented, the “Indenture”), between the Issuer and the Indenture Trustee (as successor in interest to Wilmington Trust Company).
AMENDMENT NO. 1 TO RECEIVABLES SALE AGREEMENTReceivables Sale Agreement • June 21st, 2006 • CDF Funding, Inc. • Asset-backed securities
THIS AMENDMENT NO. 1 TO RECEIVABLES SALE AGREEMENT, dated as of as of May 5, 2005 (this “Amendment”), is among GE Commercial Distribution Finance Corporation, a Delaware corporation (“CDF”), as a seller, Brunswick Acceptance Company, LLC, a Delaware limited liability company, as a seller (together with CDF, the “Sellers”), and CDF Funding, Inc., a Delaware corporation, as buyer (the “Buyer”).
