0000950137-04-006960 Sample Contracts

GE DEALER FLOORPLAN MASTER NOTE TRUST Series 2004-1 $1,202,000,000 Class A Asset-Backed Notes $38,000,000 Class B Asset-Backed Notes $10,000,000 Class C Asset-Backed Notes UNDERWRITING AGREEMENT
Ge Dealer Floorplan Master Note Trust • August 19th, 2004 • CDF Funding, Inc. • Asset-backed securities
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ORIGINATOR PERFORMANCE GUARANTY dated as of August 12, 2004 by GENERAL ELECTRIC CAPITAL CORPORATION, as Originator Performance Guarantor
Originator Performance Guaranty • August 19th, 2004 • CDF Funding, Inc. • Asset-backed securities

ORIGINATOR PERFORMANCE GUARANTY, dated as of August 12, 2004 (this “Guaranty”) by GENERAL ELECTRIC CAPITAL CORPORATION (“GE Capital”), a Delaware corporation, in its capacity as performance guarantor hereunder (in such capacity, together with its successors and assigns, the “Originator Performance Guarantor”).

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RECEIVABLES SALE AGREEMENT among GE COMMERCIAL DISTRIBUTION FINANCE CORPORATION, as a Seller, TRANSAMERICA COMMERCIAL FINANCE CORPORATION, as a Seller, BRUNSWICK ACCEPTANCE COMPANY, LLC, as a Seller, and CDF FUNDING, INC., as Buyer Dated as of August...
Receivables Sale Agreement • August 19th, 2004 • CDF Funding, Inc. • Asset-backed securities

RECEIVABLES SALE AGREEMENT, dated as of August 12, 2004 (this “Agreement”), among GE COMMERCIAL DISTRIBUTION FINANCE CORPORATION, a Nevada corporation, as a Seller, TRANSAMERICA COMMERCIAL FINANCE CORPORATION, a Delaware corporation, as a Seller, BRUNSWICK ACCEPTANCE COMPANY, LLC, a Delaware limited liability company, as a Seller, and CDF FUNDING, INC., a Delaware corporation, as Buyer (“Buyer”).

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SERIES 2004-NTC SUPPLEMENT Dated as of August 12, 2004 to AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT Dated as of April 1, 2000
Pooling and Servicing Agreement • August 19th, 2004 • CDF Funding, Inc. • Asset-backed securities • New York

SERIES 2004-NTC SUPPLEMENT dated as of August 12, 2004 (this “Series Supplement”), among CDF FINANCING, L.L.C., a Delaware limited liability company, as Transferor, GE COMMERCIAL DISTRIBUTION FINANCE CORPORATION, a Nevada corporation, as Servicer, and WILMINGTON TRUST COMPANY, as successor to The Chase Manhattan Bank, as Trustee.

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GE DEALER FLOORPLAN MASTER NOTE TRUST, as Issuer, And WILMINGTON TRUST COMPANY, as Indenture Trustee SERIES 2004-1 INDENTURE SUPPLEMENT Dated as of August 12, 2004
Ge Dealer • August 19th, 2004 • CDF Funding, Inc. • Asset-backed securities

SERIES 2004-1 INDENTURE SUPPLEMENT, dated as of August 12, 2004 (“Indenture Supplement”), between GE DEALER FLOORPLAN MASTER NOTE TRUST, a Delaware statutory trust (herein, the “Issuer” or the “Trust”), and WILMINGTON TRUST COMPANY, a Delaware 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 (the “Indenture”), between the Issuer and the Indenture Trustee.

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GE DEALER FLOORPLAN MASTER NOTE TRUST AMENDED AND RESTATED TRUST AGREEMENT between CDF FUNDING, INC. and THE BANK OF NEW YORK (DELAWARE), as the Trustee Dated as of August 12, 2004
Trust Agreement • August 19th, 2004 • CDF Funding, Inc. • Asset-backed securities • Delaware

AMENDED AND RESTATED TRUST AGREEMENT (as amended or supplemented from time to time, this “Agreement”) dated as of August 12, 2004 between CDF FUNDING, INC., a Delaware corporation, and THE BANK OF NEW YORK (DELAWARE), a Delaware banking corporation, as the trustee (the “Trustee”).

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THIRD AMENDMENT TO AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT
Pooling and Servicing Agreement • August 19th, 2004 • CDF Funding, Inc. • Asset-backed securities • New York

THIS THIRD AMENDMENT TO AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT, dated as of as of August 12, 2004 (this “Amendment”), is among GE Commercial Distribution Finance Corporation (“CDF”), a Nevada corporation (formerly known as Deutsche Financial Services Corporation), as Servicer, Wilmington Trust Company (“WTC”) (successor to The Chase Manhattan Bank), as Trustee, and CDF Financing, L.L.C. (“LLC”), a Delaware limited liability company.

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SUB-SERVICING AGREEMENT Dated as of August 12, 2004 by and between GENERAL ELECTRIC CAPITAL CORPORATION, as the Master Servicer, and TRANSAMERICA COMMERCIAL FINANCE CORPORATION, as the Sub-Servicer
Sub-Servicing Agreement • August 19th, 2004 • CDF Funding, Inc. • Asset-backed securities

This SUB-SERVICING AGREEMENT, dated as of August 12, 2004 (this “Agreement”), by and between GENERAL ELECTRIC CAPITAL CORPORATION (“GE Capital”), in its capacity as the master servicer (the “Master Servicer”) and TRANSAMERICA COMMERCIAL FINANCE CORPORATION, (“Transamerica”), in its capacity as the sub-servicer (the “Sub-Servicer”).

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SERVICING AGREEMENT Dated as of August 12, 2004 between GE DEALER FLOORPLAN MASTER NOTE TRUST and GENERAL ELECTRIC CAPITAL CORPORATION, as Master Servicer
Servicing Agreement • August 19th, 2004 • CDF Funding, Inc. • Asset-backed securities

This SERVICING AGREEMENT, dated as of August 12, 2004 (this “Agreement”), is entered into between GENERAL ELECTRIC CAPITAL CORPORATION, in its capacity as the Master Servicer (as defined below), and GE DEALER FLOORPLAN MASTER NOTE TRUST, a Delaware statutory trust (“Owner”).

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GE DEALER FLOORPLAN MASTER NOTE TRUST, as Issuer, and WILMINGTON TRUST COMPANY, as Indenture Trustee SERIES 2004-2 INDENTURE SUPPLEMENT Dated as of August 12, 2004
Ge Dealer • August 19th, 2004 • CDF Funding, Inc. • Asset-backed securities

SERIES 2004-2 INDENTURE SUPPLEMENT, dated as of August 12, 2004 (“Indenture Supplement”), between GE DEALER FLOORPLAN MASTER NOTE TRUST, a Delaware statutory trust (herein, the “Issuer” or the “Trust”), and WILMINGTON TRUST COMPANY, a Delaware 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 (the “Indenture”), between the Issuer and the Indenture Trustee.

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RECEIVABLES PURCHASE AND CONTRIBUTION AGREEMENT between CDF FUNDING, INC., as Seller, and GE DEALER FLOORPLAN MASTER NOTE TRUST, as Buyer Dated as of August 12, 2004
Receivables Purchase and Contribution Agreement • August 19th, 2004 • CDF Funding, Inc. • Asset-backed securities

RECEIVABLES PURCHASE AND CONTRIBUTION AGREEMENT, dated as of August 12, 2004 (this “Agreement”), between CDF FUNDING, INC., a Delaware corporation, as Seller, and GE DEALER FLOORPLAN MASTER NOTE TRUST, a statutory trust organized under the laws of the State of Delaware, as Buyer (“Buyer”).

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CUSTODY AND CONTROL AGREEMENT
Custody and Control Agreement • August 19th, 2004 • CDF Funding, Inc. • Asset-backed securities

CUSTODY AND CONTROL AGREEMENT (this “Agreement”) dated as of August 12, 2004 by and among WILMINGTON TRUST COMPANY, a Delaware banking corporation (the “Custodian”), in its capacity as Custodian, GE DEALER FLOORPLAN MASTER NOTE TRUST, a Delaware statutory trust (the “Issuer”), and WILMINGTON TRUST COMPANY (the “Indenture Trustee”), in its capacity as Indenture Trustee.

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ADMINISTRATION AGREEMENT among GE DEALER FLOORPLAN MASTER NOTE TRUST, as Trust, GENERAL ELECTRIC CAPITAL CORPORATION, as Administrator, and THE BANK OF NEW YORK (DELAWARE), not in its individual capacity, but solely as trustee Dated as of August 12, 2004
Administration Agreement • August 19th, 2004 • CDF Funding, Inc. • Asset-backed securities

ADMINISTRATION AGREEMENT dated as of August 12, 2004, among GE DEALER FLOORPLAN MASTER NOTE TRUST, a Delaware statutory trust (the “Trust”), GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation, as administrator (the “Administrator”) and THE BANK OF NEW YORK (DELAWARE), as Trustee (“Trustee”).

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SUB-SERVICING AGREEMENT Dated as of August 12, 2004 by and between GENERAL ELECTRIC CAPITAL CORPORATION, as the Master Servicer, and GE COMMERCIAL DISTRIBUTION FINANCE CORPORATION, as the Sub-Servicer
Sub-Servicing Agreement • August 19th, 2004 • CDF Funding, Inc. • Asset-backed securities

This SUB-SERVICING AGREEMENT, dated as of August 12, 2004 (this “Agreement”), by and between GENERAL ELECTRIC CAPITAL CORPORATION (“GE Capital”), in its capacity as the master servicer (the “Master Servicer”) and GE COMMERCIAL DISTRIBUTION FINANCE CORPORATION, (“CDF”), in its capacity as the sub-servicer (the “Sub-Servicer”).

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GE DEALER FLOORPLAN MASTER NOTE TRUST Series 2004-2 $1,202,000,000 Class A Asset-Backed Notes $38,000,000 Class B Asset-Backed Notes $10,000,000 Class C Asset-Backed Notes UNDERWRITING AGREEMENT
Ge Dealer • August 19th, 2004 • CDF Funding, Inc. • Asset-backed securities
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