0000950123-06-008543 Sample Contracts

Standard Contracts

GE DEALER FLOORPLAN MASTER NOTE TRUST ASSET BACKED NOTES TERMS AGREEMENT (SERIES 2006-1)
Terms Agreement • July 3rd, 2006 • GE Dealer Floorplan Master Note Trust • Asset-backed securities
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AMENDED AND RESTATED SERVICING AGREEMENT
Servicing Agreement • July 3rd, 2006 • GE Dealer Floorplan Master Note Trust • Asset-backed securities

This AMENDED AND RESTATED SERVICING AGREEMENT, dated as of June 30, 2006 (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”).

GE DEALER FLOORPLAN MASTER NOTE TRUST, as Issuer, and WILMINGTON TRUST COMPANY, as Indenture Trustee SERIES 2006-1 INDENTURE SUPPLEMENT Dated as of June 30, 2006
Indenture Supplement • July 3rd, 2006 • GE Dealer Floorplan Master Note Trust • Asset-backed securities

SERIES 2006-1 INDENTURE SUPPLEMENT, dated as of June 30, 2006 (this “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.

GE DEALER FLOORPLAN MASTER NOTE TRUST UNDERWRITING AGREEMENT
Underwriting Agreement • July 3rd, 2006 • GE Dealer Floorplan Master Note Trust • Asset-backed securities
GE DEALER FLOORPLAN MASTER NOTE TRUST, as Issuer, and WILMINGTON TRUST COMPANY, as Indenture Trustee SERIES 2006-2 INDENTURE SUPPLEMENT Dated as of June 30, 2006
Indenture Supplement • July 3rd, 2006 • GE Dealer Floorplan Master Note Trust • Asset-backed securities

SERIES 2006-2 INDENTURE SUPPLEMENT, dated as of June 30, 2006 (this “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.

SUPPLEMENT NO. 3 TO MASTER INDENTURE
Master Indenture Supplement • July 3rd, 2006 • GE Dealer Floorplan Master Note Trust • Asset-backed securities

THIS SUPPLEMENT NO. 3 TO MASTER INDENTURE, dated as of as of June 30, 2006 (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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