Exhibit 3.5 FIRST AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENT OF CDF FINANCING, L.L.C. FIRST AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENT (this "Amendment") dated as of April 1, 2003 between General Electric Capital Services, Inc. ("GECS")...Limited Liability Company Agreement • July 2nd, 2004 • CDF Funding, Inc. • Asset-backed securities • Delaware
ARTICLE III REPRESENTATIONS AND WARRANTIES 13Servicing Agreement • July 2nd, 2004 • CDF Funding, Inc. • Asset-backed securities
BACKGROUNDPooling and Servicing Agreement • July 2nd, 2004 • CDF Funding, Inc. • Asset-backed securities • New York
Exhibit 1.1 GE DEALER FLOORPLAN MASTER NOTE TRUST $[ ] Class A Asset-Backed Notes $[ ] Class B Asset-Backed Notes $[ ] Class C Asset-Backed Notes UNDERWRITING AGREEMENT [ ], Acting on behalf of itself and as the Representative of the Several...Underwriting Agreement • July 2nd, 2004 • CDF Funding, Inc. • Asset-backed securities • New York
among GE DEALER FLOORPLAN MASTER NOTE TRUST, as Trust,Administration Agreement • July 2nd, 2004 • CDF Funding, Inc. • Asset-backed securities
Exhibit 4.4 GE DEALER FLOORPLAN MASTER NOTE TRUST AMENDED AND RESTATED TRUST AGREEMENTTrust Agreement • July 2nd, 2004 • CDF Funding, Inc. • Asset-backed securities • Delaware
DEUTSCHE FLOORPLAN RECEIVABLES, L.P. Seller DEUTSCHE FINANCIAL SERVICES CORPORATION Servicer and THE CHASE MANHATTAN BANK TrusteePooling and Servicing Agreement • July 2nd, 2004 • CDF Funding, Inc. • Asset-backed securities • New York
as Issuer, andIndenture Supplement • July 2nd, 2004 • CDF Funding, Inc. • Asset-backed securities
FIRST OMNIBUS AMENDMENT TO AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT AND SUPPLEMENTSPooling and Servicing Agreement • July 2nd, 2004 • CDF Funding, Inc. • Asset-backed securities • New York
GE COMMERCIAL DISTRIBUTION FINANCE CORPORATION, as Servicer, andPooling and Servicing Agreement • July 2nd, 2004 • CDF Funding, Inc. • Asset-backed securities • New York
ARTICLE IV MISCELLANEOUS SECTION 4.1 Notices 2 SECTION 4.2 GOVERNING LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL 3 SECTION 4.3 Counterparts 5 SECTION 4.4 Severability 5 SECTION 4.5 Section Titles 5 SECTION 4.6 Termination 5 SECTION 4.7 Limited...Sub-Servicing Agreement • July 2nd, 2004 • CDF Funding, Inc. • Asset-backed securities
AMENDMENT TO RECEIVABLES CONTRIBUTION AND SALE AGREEMENTReceivables Contribution and Sale Agreement • July 2nd, 2004 • CDF Funding, Inc. • Asset-backed securities
Exhibit 4.20 PERFORMANCE GUARANTY December 31, 2002 Wilmington Trust Company, as Trustee 1100 N. Market Street Wilmington, Delaware 19890 Re: GE Commercial Distribution Finance Corporation Ladies and Gentlemen: Reference is hereby made to (i) the...Performance Guaranty • July 2nd, 2004 • CDF Funding, Inc. • Asset-backed securities • New York
Exhibit 4.14 RECEIVABLES PURCHASE AND CONTRIBUTION AGREEMENTReceivables Purchase and Contribution Agreement • July 2nd, 2004 • CDF Funding, Inc. • Asset-backed securities
OFTrust Agreement • July 2nd, 2004 • CDF Funding, Inc. • Asset-backed securities • Delaware
Exhibit 4.18 ORIGINATOR PERFORMANCE GUARANTY dated as of [ ], 2004Originator Performance Guaranty • July 2nd, 2004 • CDF Funding, Inc. • Asset-backed securities
Exhibit 4.19 CUSTODY AND CONTROL AGREEMENT CUSTODY AND CONTROL AGREEMENT (this "Agreement") dated as of [ ], 2004 by and among [ ] (the "Custodian"), in its capacity as Custodian, GE DEALER FLOORPLAN MASTER NOTE TRUST, a Delaware statutory trust (the...Custody and Control Agreement • July 2nd, 2004 • CDF Funding, Inc. • Asset-backed securities
