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. 25 GEDFMNT 2012-4: Underwriting Agreement 26 GEDFMNT 2012-4: 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: Attorney-in-Fact The foregoing Agreement is hereby confirmed and accepted on the date first above written. RBC CAPITAL MARKETS, LLC for itself and as a Representative By: /s/ Gxxxxxxx Xxxxxx Name: Gxxxxxxx Xxxxxx Title: Authorized Signatory BARCLAYS CAPITAL INC., for itself and as a Representative By: /s/ Mxxxxx Xxxxx Name: Mxxxxx Xxxxx Title: Managing Director Dated: [ ] To: CDF Funding, Inc. General Electric Capital Corporation Re: Underwriting Agreement, dated November 1, 2012, 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. 25 GEDFMNT 2012-4: Underwriting Agreement 26 GEDFMNT 2012-4: 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: Attorney-in-Fact Authorized Signatory The foregoing Agreement is hereby confirmed and accepted on the date first above written. RBC CAPITAL MARKETS, LLC for itself and as a Representative By: /s/ Gxxxxxxx Xxxxxx Name: Gxxxxxxx Xxxxxx Title: Authorized Signatory BARCLAYS CAPITAL INC., for itself and as a Representative By: /s/ Mxxxxx Xxxxx Name: Mxxxxx Xxxxx Title: Managing Director Dated: [ ] To: CDF Funding, Inc. General Electric Capital Corporation Re: Underwriting Agreement, dated November 1, 2012, 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. 25 GEDFMNT 2012-4: Underwriting Agreement 26 GEDFMNT 2012-4: 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: Attorney-in-Fact The foregoing Agreement is hereby confirmed and accepted on the date first above written. RBC CAPITAL MARKETS, LLC for itself and as a Representative By: /s/ Gxxxxxxx Xxxxxx Name: Gxxxxxxx Xxxxxx Title: Authorized Signatory BARCLAYS CAPITAL INC.CREDIT SUISSE SECURITIES (USA) LLC, for itself and as a Representative By: /s/ Mxxxxx Xxxxx Xxx Xxxx Name: Mxxxxx Xxxxx Xxx Xxxx Title: Managing Director for itself and as a Representative By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Director Dated: [ ] To: CDF Funding, Inc. General Electric Capital Corporation Re: Underwriting Agreement, dated November 1February 14, 2012, 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. 25 GEDFMNT 2012-4: Underwriting Agreement 26 GEDFMNT 20122014-41: 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: Attorney-in-Fact Authorized Signatory The foregoing Agreement is hereby confirmed and accepted on the date first above written. RBC CAPITAL MARKETS, LLC for itself and as a Representative By: /s/ Gxxxxxxx Xxxxxx Cxxx Xxxxxxxx Name: Gxxxxxxx Xxxxxx Cxxx Xxxxxxxx Title: Authorized Signatory BARCLAYS CAPITAL INC., Director for itself and as a Representative By: /s/ Mxxxxx Xxxxx Txxxxx Xxxxxxxxx Name: Mxxxxx Xxxxx Txxxxx Xxxxxxxxx Title: Managing Director Dated: [ ] To: CDF Funding, Inc. General Electric Capital Corporation Re: Underwriting Agreement, dated November 1July 16, 20122014, 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. 25 GEDFMNT 2012-4: Underwriting Agreement 26 GEDFMNT 20122013-41: 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: Attorney-in-Fact Authorized Signatory The foregoing Agreement is hereby confirmed and accepted on the date first above written. RBC CAPITAL MARKETS, LLC for itself and as a Representative By: /s/ Gxxxxxxx Xxxxxx Name: Gxxxxxxx Xxxxxx Title: Authorized Signatory BARCLAYS CAPITAL INC., for itself and as a Representative By: /s/ Mxxxxx Xxxxx Name: Mxxxxx Xxxxx Title: Managing Director for itself and as a Representative By: /s/ Vxxxxxx Xxxxxx Name: Vxxxxxx Xxxxxx Title: Managing Director Head of Debt Syndicate Dated: [ ] To: CDF Funding, Inc. General Electric Capital Corporation Re: Underwriting Agreement, dated November 1April 24, 20122013, 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. 25 GEDFMNT 2012-4: Underwriting Agreement 26 GEDFMNT 2012-4: 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: Attorney-in-Fact The foregoing Agreement is hereby confirmed and accepted on the date first above written. RBC CAPITAL MARKETSXXXXXXX LYNCH, LLC PIERCE, XXXXXX & XXXXX INCORPORATED, for itself and as a Representative By: /s/ Gxxxxxxx Xxxxxx Xxxxxxxx Xxxxxxx Name: Gxxxxxxx Xxxxxx Xxxxxxxx Xxxxxxx Title: Authorized Signatory Director BARCLAYS CAPITAL INC., for itself and as a Representative By: /s/ Mxxxxx Xxxxx Xxxxxxxxxxx Name: Mxxxxx Xxxxx Xxxxxxxxxxx Title: Managing Director Dated: [ ] To: CDF Funding, Inc. General Electric Capital Corporation Re: Underwriting Agreement, dated November 1August [_], 20122011, 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. 25 GEDFMNT 2012-4: Underwriting Agreement 26 GEDFMNT 2012-42: 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: Attorney-in-Fact The foregoing Agreement is hereby confirmed and accepted on the date first above written. RBC CAPITAL MARKETSJ.X. XXXXXX SECURITIES LLC, LLC for itself and as a Representative By: /s/ Gxxxxxxx Xxxxxx Jxxx Xxx Name: Gxxxxxxx Xxxxxx Jxxx Xxx Title: Authorized Signatory BARCLAYS CAPITAL Managing Director CITIGROUP GLOBAL MARKETS INC., for itself and as a Representative By: /s/ Mxxxxx Jxxx Xxxxx Name: Mxxxxx Jxxx Xxxxx Title: Managing Director Dated: [ ] To: CDF Funding, Inc. General Electric Capital Corporation Re: Underwriting Agreement, dated November 1May 9, 2012, 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. 25 GEDFMNT 2012-4: Underwriting Agreement 26 GEDFMNT 20122015-41: 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: Attorney-in-Fact Authorized Signatory The foregoing Agreement is hereby confirmed and accepted on the date first above written. RBC CAPITAL MARKETS, LLC for itself and as a Representative By: /s/ Gxxxxxxx Jxx-Xxxxxx Xxxxxxx Name: Gxxxxxxx Jxx-Xxxxxx Xxxxxxx Title: Authorized Signatory BARCLAYS CAPITAL INC., Managing Director for itself and as a Representative By: /s/ Mxxxxx Xxxxx Jxxxxx Xxxxxxx Name: Mxxxxx Xxxxx Jxxxxx Xxxxxxx Title: Managing Director ED Dated: [ ] To: CDF Funding, Inc. General Electric Capital Corporation Re: Underwriting Agreement, dated November 1January 29, 20122015, 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. 25 GEDFMNT 2012-4: Underwriting Agreement 26 GEDFMNT 20122015-42: 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: Attorney-in-Fact Authorized Signatory The foregoing Agreement is hereby confirmed and accepted on the date first above written. RBC CAPITAL MARKETS, LLC for itself and as a Representative By: /s/ Gxxxxxxx Xxxxxx Name: Gxxxxxxx Xxxxxx Title: Authorized Signatory BARCLAYS CAPITAL INC.CREDIT SUISSE SECURITIES (USA) LLC, for itself and as a Representative By: /s/ Mxxxxx Xxxxx Jxx-Xxxxxx Xxxxxxx Name: Mxxxxx Xxxxx Jxx-Xxxxxx Xxxxxxx Title: Managing Director for itself and as a Representative By: /s/ Jxxxxx Xxxxxxx Name: Jxxxxx Xxxxxxx Title: ED Dated: [ ] To: CDF Funding, Inc. General Electric Capital Corporation Re: Underwriting Agreement, dated November 1January 29, 20122015, 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. 25 GEDFMNT 2012-4: Underwriting Agreement 26 GEDFMNT 2012-43: 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: Attorney-in-Fact The foregoing Agreement is hereby confirmed and accepted on the date first above written. RBC CAPITAL MARKETSMXXXXXX LYNCH, LLC PIERCE, FXXXXX & SXXXX, INCORPORATED, for itself and as a Representative By: /s/ Gxxxxxxx Xxxxxx Cxxx X. Xxxxxxxx Name: Gxxxxxxx Xxxxxx Cxxx X. Xxxxxxxx Title: Authorized Signatory BARCLAYS CAPITAL INC., Director for itself and as a Representative By: /s/ Mxxxxx Xxxxx Name: Mxxxxx Xxxxx Title: Managing Director Authorized Signatory Dated: [ ] To: CDF Funding, Inc. General Electric Capital Corporation Re: Underwriting Agreement, dated November 1July [_], 2012, 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. 25 27 GEDFMNT 2012-4[____]: Underwriting Agreement 26 GEDFMNT 2012-4: 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: Attorney-in-Fact The foregoing Agreement is hereby confirmed and accepted on the date first above written. RBC CAPITAL MARKETS, LLC for itself and as a Representative By: /s/ Gxxxxxxx Xxxxxx Name: Gxxxxxxx Xxxxxx Title: Authorized Signatory BARCLAYS CAPITAL INC.[_____________________], for itself and as a Representative By: /s/ Mxxxxx Xxxxx Name: Mxxxxx Xxxxx Title: Managing Director Dated: [ ] To: CDF Funding, Inc. General Electric Capital Corporation Re: Underwriting Agreement, dated November 1, 2012[__________], among CDF Funding, Inc., General Electric Capital Corporation and the Representatives Representative[s] referred to therein