0000950123-06-007915 Sample Contracts

FORM OF
Servicing Agreement • June 21st, 2006 • CDF Funding, Inc. • Asset-backed securities
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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
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among
Receivables Sale Agreement • June 21st, 2006 • CDF Funding, Inc. • Asset-backed securities
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among GE DEALER FLOORPLAN MASTER NOTE TRUST, as Trust,
Administration Agreement • June 21st, 2006 • CDF Funding, Inc. • Asset-backed securities
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as Issuer, And
Indenture Supplement • June 21st, 2006 • CDF Funding, Inc. • Asset-backed securities
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between GE DEALER FLOORPLAN MASTER NOTE TRUST, as Issuer and
Master Indenture • June 21st, 2006 • CDF Funding, Inc. • Asset-backed securities • New York
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by and between
Sub-Servicing Agreement • June 21st, 2006 • CDF Funding, Inc. • Asset-backed securities
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Exhibit 99.2 RECEIVABLES PURCHASE AND CONTRIBUTION AGREEMENT
Receivables Purchase and Contribution Agreement • June 21st, 2006 • CDF Funding, Inc. • Asset-backed securities
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OF
Trust Agreement • June 21st, 2006 • CDF Funding, Inc. • Asset-backed securities • Delaware
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BACKGROUND
Master Indenture Amendment • June 21st, 2006 • CDF Funding, Inc. • Asset-backed securities
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AMENDMENT NO. 1 TO RECEIVABLES PURCHASE AND CONTRIBUTION AGREEMENT
Receivables 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”).

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Exhibit 99.5 ORIGINATOR PERFORMANCE GUARANTY dated as of August 12, 2004
Originator Performance Guaranty • June 21st, 2006 • CDF Funding, Inc. • Asset-backed securities
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AMENDMENT NO. 1 TO RECEIVABLES SALE AGREEMENT
Receivables 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”).

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SUPPLEMENT NO. 1 TO MASTER INDENTURE
Master Indenture Amendment • June 21st, 2006 • CDF Funding, Inc. • Asset-backed securities

THIS SUPPLEMENT NO. 1 TO MASTER INDENTURE, dated as of as of May 5, 2005 (this “Supplement”), is between GE Dealer Floorplan Master Note Trust, a Delaware statutory trust, as issuer (the “Issuer”), and Wilmington Trust Company, a Delaware banking corporation, as trustee (the “Indenture Trustee”).

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