0001144204-15-068594 Sample Contracts

AMENDMENT NO. 1 TO AMENDED AND RESTATED RECEIVABLES PURCHASE AND CONTRIBUTION AGREEMENT
Purchase and Contribution Agreement • November 30th, 2015 • CDF Funding, Inc. • Asset-backed securities • Delaware

THIS AMENDMENT NO. 1 TO AMENDED AND RESTATED RECEIVABLES PURCHASE AND CONTRIBUTION AGREEMENT, dated as of November 24, 2015 (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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AMENDMENT NO. 2 TO AMENDED AND RESTATED INTERCREDITOR AGREEMENT
Intercreditor Agreement • November 30th, 2015 • CDF Funding, Inc. • Asset-backed securities • Delaware

THIS AMENDMENT NO. 2 TO AMENDED AND RESTATED INTERCREDITOR AGREEMENT, dated as of November 24, 2015 (this “Amendment”), is among GE Commercial Distribution Finance LLC, a Delaware limited liability company (“CDF”), Brunswick Acceptance Company, LLC, a Delaware limited liability company (“BAC”), Polaris Acceptance, an Illinois general partnership (“PA”), General Electric Capital Corporation, a Delaware corporation (“GECC” and together with CDF, BAC and PA, the “Sellers”), GE Dealer Floorplan Master Note Trust (the “Trust”) and GECC, as servicer (the “Servicer”).

AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED SERVICING AGREEMENT
Servicing Agreement • November 30th, 2015 • CDF Funding, Inc. • Asset-backed securities • Delaware

THIS AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED SERVICING AGREEMENT, dated as of November 24, 2015 (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”).

SUPPLEMENT NO. 1 TO AMENDED AND RESTATED MASTER INDENTURE
Master Indenture • November 30th, 2015 • CDF Funding, Inc. • Asset-backed securities

THIS SUPPLEMENT NO. 1 TO AMENDED AND RESTATED MASTER INDENTURE, dated as of November 24, 2015 (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”).

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