0000950123-10-111522 Sample Contracts

FIRST AMENDMENT TO AMENDED AND RESTATED SUB-SERVICING AGREEMENT
Sub-Servicing Agreement • December 7th, 2010 • CDF Funding, Inc. • Asset-backed securities • New York

This FIRST AMENDMENT TO AMENDED AND RESTATED SUB-SERVICING AGREEMENT dated as December 6, 2010 (this “Amendment”), is entered into by and among (i) GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation, as master servicer (the “Master Servicer”) and (ii) GE COMMERCIAL DISTRIBUTION FINANCE CORPORATION, a Delaware Corporation, as sub-servicer (the “Sub-Servicer”).

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SUPPLEMENT NO. 12 TO MASTER INDENTURE
Master Indenture • December 7th, 2010 • CDF Funding, Inc. • Asset-backed securities

THIS SUPPLEMENT NO. 12 TO MASTER INDENTURE, dated as of December 6, 2010 (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”).

AMENDMENT NO. 7 TO RECEIVABLES PURCHASE AND CONTRIBUTION AGREEMENT
Receivables Purchase and Contribution Agreement • December 7th, 2010 • CDF Funding, Inc. • Asset-backed securities

THIS AMENDMENT NO. 7 TO RECEIVABLES PURCHASE AND CONTRIBUTION AGREEMENT, dated as of December 6, 2010 (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”).

AMENDMENT NO. 6 TO RECEIVABLES SALE AGREEMENT
Receivables Sale Agreement • December 7th, 2010 • CDF Funding, Inc. • Asset-backed securities

THIS AMENDMENT NO. 6 TO RECEIVABLES SALE AGREEMENT, dated as of December 6, 2010 (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 (“BAC”), General Electric Capital Corporation, a Delaware corporation, as a seller (“GECC”), Polaris Acceptance, an Illinois general partnership, as a seller (“PA”), and CDF Funding, Inc., a Delaware corporation, as buyer (the “Buyer”).

AMENDMENT NO. 2 TO AMENDED AND RESTATED SERVICING AGREEMENT
Servicing Agreement • December 7th, 2010 • CDF Funding, Inc. • Asset-backed securities

THIS AMENDMENT NO. 2 TO AMENDED AND RESTATED SERVICING AGREEMENT, dated as of as of December 6, 2010 (this “Amendment”), is between General Electric Capital Corporation, a Delaware corporation in its capacity as master servicer (the “Master Servicer”), and GE Dealer Floorplan Master Note Trust, a Delaware statutory trust (“Owner”).

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