0000950136-07-005297 Sample Contracts

GE DEALER FLOORPLAN MASTER NOTE TRUST, as Issuer, and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Indenture Trustee SERIES 2007-2 INDENTURE SUPPLEMENT Dated as of August 2, 2007
Indenture Supplement • August 2nd, 2007 • CDF Funding, Inc. • Asset-backed securities

SERIES 2007-2 INDENTURE SUPPLEMENT, dated as of August 2, 2007 (this “Indenture Supplement”), between GE DEALER FLOORPLAN MASTER NOTE TRUST, a Delaware statutory trust (herein, the “Issuer” or the “Trust”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York 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 (as successor in interest to Wilmington Trust Company).

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SUPPLEMENT NO. 7 TO MASTER INDENTURE
Supplement to Master Indenture • August 2nd, 2007 • CDF Funding, Inc. • Asset-backed securities

THIS SUPPLEMENT NO. 7 TO MASTER INDENTURE, dated as of August 2, 2007 (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”).

GE DEALER FLOORPLAN MASTER NOTE TRUST ASSET BACKED NOTES TERMS AGREEMENT (SERIES 2007-2)
Terms Agreement • August 2nd, 2007 • CDF Funding, Inc. • Asset-backed securities

Re: Underwriting Agreement, dated July 23, 2007 among CDF Funding, Inc., General Electric Capital Corporation and the Representatives referred to therein

GE DEALER FLOORPLAN MASTER NOTE TRUST UNDERWRITING AGREEMENT
Underwriting Agreement • August 2nd, 2007 • CDF Funding, Inc. • Asset-backed securities

CDF Funding, Inc., a Delaware corporation (the “Company”), proposes to cause GE Dealer Floorplan Master Note Trust (the “Issuer”) to issue the “Offered Notes” (as such term is defined in the applicable Terms Agreement). The offering of the Offered Notes by the “Underwriters” (as such term is defined in the applicable Terms Agreement) pursuant to this Agreement and the applicable terms agreement (such terms agreement to incorporate by reference this Agreement and to be substantially in the form of Exhibit A; each such terms agreement may be referred to as a “Terms Agreement”) is referred to herein as the “Note Offering.” The Company is jointly owned by General Electric Capital Corporation (“GE Capital”) and General Electric Capital Services, Inc.

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