0001144204-15-069670 Sample Contracts

Contract
Assignment and Assumption Agreement • December 7th, 2015 • CDF Funding, Inc. • Asset-backed securities • Delaware

ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Assignment”), dated as of December 2, 2015, by and among GENERAL ELECTRIC CAPITAL LLC, a Delaware limited liability company (formerly known as General Electric Capital Corporation, the “Assignor”), and GE CAPITAL US HOLDINGS, INC., a Delaware corporation (the “Assignee”).

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Contract
Resignation, Appointment and Acceptance • December 7th, 2015 • CDF Funding, Inc. • Asset-backed securities • Delaware

INSTRUMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE (this “Agreement”), dated as of December 2, 2015, by and among GE DEALER FLOORPLAN MASTER NOTE TRUST, a Delaware statutory trust (“Owner”), GENERAL ELECTRIC CAPITAL LLC, a Delaware limited liability company (formerly known as General Electric Capital Corporation, the “Resigning Master Servicer”), and GE CAPITAL US HOLDINGS, INC., a Delaware corporation (the “Successor Master Servicer”).

SERVICER PERFORMANCE GUARANTY
Servicer Performance Guaranty • December 7th, 2015 • CDF Funding, Inc. • Asset-backed securities

SERVICER PERFORMANCE GUARANTY, entered into as of 1:00 a.m. (New York time) on December 2, 2015 (this “Performance Guaranty”) by GENERAL ELECTRIC CAPITAL LLC, a Delaware limited liability company (formerly known as General Electric Capital Corporation, “GE Capital LLC”), in its capacity as servicer performance guarantor hereunder (in such capacity, together with its successors and assigns, the “Servicer Performance Guarantor”).

ASSIGNMENT AND ASSUMPTION OF AMENDED AND RESTATED INTERCREDITOR AGREEMENT
Intercreditor Agreement • December 7th, 2015 • CDF Funding, Inc. • Asset-backed securities

THIS ASSIGNMENT AND ASSUMPTION OF AMENDED AND RESTATED INTERCREDITOR AGREEMENT, dated as of December 2, 2015 (this “Assignment”), is among General Electric Capital LLC, a Delaware limited liability company (formerly known as General Electric Corporation, “GE Capital”), as assignor servicer (the “Assignor Servicer”) and GE Capital US Holdings, Inc., as assignee servicer (the “Assignee Servicer”).

Contract
Resignation, Appointment and Acceptance • December 7th, 2015 • CDF Funding, Inc. • Asset-backed securities • Delaware

INSTRUMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE (this “Agreement”), dated as of December 2, 2015, by and among GE DEALER FLOORPLAN MASTER NOTE TRUST, a Delaware statutory trust (“Trust”), BNY MELLON TRUST OF DELAWARE, as trustee (“Trustee”), GENERAL ELECTRIC CAPITAL LLC, a Delaware limited liability company (formerly known as General Electric Capital Corporation, the “Resigning Administrator”), and GE CAPITAL US HOLDINGS, INC., a Delaware corporation (the “Successor Administrator”).

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