0001144204-16-086175 Sample Contracts

Contract
Appointment and Acceptance of Administrator • March 4th, 2016 • CDF Funding, Inc. • Asset-backed securities • Delaware

INSTRUMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE OF ADMINISTRATOR (this “Agreement”), dated as of March 1, 2016, by and among GE DEALER FLOORPLAN MASTER NOTE TRUST, a Delaware statutory trust (the “Trust”), BNY MELLON TRUST OF DELAWARE, as trustee (the “Trustee”), GE CAPITAL US HOLDINGS, INC., a Delaware corporation (the “Resigning Administrator”), and WELLS FARGO BANK, N.A., a national banking association (the “Successor Administrator”).

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Contract
Appointment and Acceptance of Master Servicer • March 4th, 2016 • CDF Funding, Inc. • Asset-backed securities • Delaware

INSTRUMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE OF MASTER SERVICER (this “Agreement”), dated as of March 1, 2016, by and among GE DEALER FLOORPLAN MASTER NOTE TRUST, a Delaware statutory trust (the “Owner”), GE CAPITAL US HOLDINGS, INC., a Delaware corporation (the “Resigning Master Servicer”), and WELLS FARGO BANK, N.A., a national banking association (the “Successor Master Servicer”).

ORIGINATOR PERFORMANCE GUARANTY
Originator Performance Guaranty • March 4th, 2016 • CDF Funding, Inc. • Asset-backed securities
ASSIGNMENT AND ASSUMPTION OF AMENDED AND RESTATED INTERCREDITOR AGREEMENT
Intercreditor Agreement • March 4th, 2016 • CDF Funding, Inc. • Asset-backed securities

THIS ASSIGNMENT AND ASSUMPTION OF AMENDED AND RESTATED INTERCREDITOR AGREEMENT, dated as of March 1, 2016 (this “Assignment”), is among GE CAPITAL US HOLDINGS, INC., a Delaware corporation, as assignor servicer (the “Assignor Servicer”), and WELLS FARGO BANK, N.A., a national banking association, as assignee servicer (the “Assignee Servicer”).

Contract
Assignment and Assumption Agreement • March 4th, 2016 • CDF Funding, Inc. • Asset-backed securities • Delaware

ASSIGNMENT AND ASSUMPTION AGREEMENT AND AMENDMENT NO. 1 TO ORIGINATOR PERFORMANCE GUARANTY, dated as of March 1, 2016 (this “Assignment”), by and among GE CAPITAL US HOLDINGS, INC., a Delaware corporation (the “Assignor”), and WELLS FARGO BANK, N.A., a national banking association (the “Assignee”).

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