EXHIBIT 4.1
	 

	 
		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
	 

	 
		 
	 

	 	
			 
				 
			 

		  	
			 
				 
			 

		  	
			 
				2007-2 Indenture
				Supplement
			 

		  




	 
	 

	 

	 
		TABLE OF CONTENTS
	 

	 
		 
	 

	 
			 	 	 	 	 	Page
	 	 	 	 
	
				
				  ARTICLE I
				

			 	
				
				  DEFINITIONS
				

			 	
				
				   
				

			 	
				
				  1
				

			 
	
				
				   SECTION 
				

			 	
				
				    1.1.
				

			 	
				
				   
				

			 	
				
				  Definitions
				

			 	
				
				   
				

			 	
				
				  1
				

			 
	
				
				  SECTION 
				

			 	
				
				    1.2.
				

			 	
				
				   
				

			 	
				
				  Incorporation of Terms
				

			 	
				
				   
				

			 	
				
				  9
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  ARTICLE II
				

			 	
				
				  CREATION OF THE SERIES 2007-2
				  NOTES
				

			 	
				
				   
				

			 	
				
				  9
				

			 
	
				
				  SECTION
				

			 	
				
				    2.1.
				

			 	
				
				   
				

			 	
				
				  Designation
				

			 	
				
				   
				

			 	
				
				  9
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  ARTICLE III
				

			 	
				
				  [RESERVED]
				

			 	
				
				   
				

			 	
				
				  10
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  ARTICLE IV
				

			 	
				
				  RIGHTS OF SERIES 2007-2 NOTEHOLDERS
				  AND ALLOCATION AND APPLICATION OF COLLECTIONS
				

			 	
				
				   
				

			 	
				
				  10
				

			 
	
				
				  SECTION 
				

			 	
				
				    4.1.
				

			 	
				
				   
				

			 	
				
				  Determination of Interest and
				  Principal
				

			 	
				
				   
				

			 	
				
				  10
				

			 
	
				
				  SECTION 
				

			 	
				
				    4.2.
				

			 	
				
				   
				

			 	
				
				  Establishment of Accounts
				

			 	
				
				   
				

			 	
				
				  10
				

			 
	
				
				  SECTION 
				

			 	
				
				    4.3.
				

			 	
				
				   
				

			 	
				
				  Calculations and Series
				  Allocations
				

			 	
				
				   
				

			 	
				
				  11
				

			 
	
				
				  SECTION 
				

			 	
				
				    4.4.
				

			 	
				
				   
				

			 	
				
				  Application of Available
				  Non-Principal Collections and Available Principal Collections
				

			 	
				
				   
				

			 	
				
				  14
				

			 
	
				
				  SECTION 
				

			 	
				
				    4.5.
				

			 	
				
				   
				

			 	
				
				  Payments
				

			 	
				
				   
				

			 	
				
				  16
				

			 
	
				
				  SECTION 
				

			 	
				
				    4.6.
				

			 	
				
				   
				

			 	
				
				  Investor Charge-Offs
				

			 	
				
				   
				

			 	
				
				  17
				

			 
	
				
				  SECTION 
				

			 	
				
				    4.7.
				

			 	
				
				   
				

			 	
				
				  Reallocated Principal
				  Collections
				

			 	
				
				   
				

			 	
				
				  17
				

			 
	
				
				  SECTION 
				

			 	
				
				    4.8.
				

			 	
				
				   
				

			 	
				
				  Excess Non-Principal
				  Collections
				

			 	
				
				   
				

			 	
				
				  17
				

			 
	
				
				  SECTION 
				

			 	
				
				    4.9.
				

			 	
				
				   
				

			 	
				
				  Shared Principal Collections
				

			 	
				
				   
				

			 	
				
				  18
				

			 
	
				
				  SECTION 
				

			 	
				
				    4.10.
				

			 	
				
				   
				

			 	
				
				  Reserve Account
				

			 	
				
				   
				

			 	
				
				  18
				

			 
	
				
				  SECTION 
				

			 	
				
				    4.11.
				

			 	
				
				   
				

			 	
				
				  Investment of Amounts on Deposit in
				  Series Accounts
				

			 	
				
				   
				

			 	
				
				  19
				

			 
	
				
				  SECTION 
				

			 	
				
				    4.12.
				

			 	
				
				   
				

			 	
				
				  Controlled Accumulation
				  Period
				

			 	
				
				   
				

			 	
				
				  19
				

			 
	
				
				  SECTION 
				

			 	
				
				    4.13.
				

			 	
				
				   
				

			 	
				
				  Determination of LIBOR
				

			 	
				
				   
				

			 	
				
				  20
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  ARTICLE V
				

			 	
				
				  DELIVERY OF SERIES 2007-2 NOTES;
				  REPORTS TO SERIES 2007-2 NOTEHOLDERS
				

			 	
				
				   
				

			 	
				
				  20
				

			 
	
				
				  SECTION 
				

			 	
				
				    5.1.
				

			 	
				
				   
				

			 	
				
				  Delivery and Payment for the Series
				  2007-2 Notes
				

			 	
				
				   
				

			 	
				
				  20
				

			 
	
				
				  SECTION 
				

			 	
				
				    5.2.
				

			 	
				
				   
				

			 	
				
				  Reports and Statements to Series
				  2007-2 Noteholders
				

			 	
				
				   
				

			 	
				
				  21
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  ARTICLE VI
				

			 	
				
				  SERIES 2007-2 EARLY AMORTIZATION
				  EVENTS
				

			 	
				
				   
				

			 	
				
				  21
				

			 
	
				
				  SECTION 
				

			 	
				
				    6.1.
				

			 	
				
				   
				

			 	
				
				  Series 2007-2 Early Amortization
				  Events
				

			 	
				
				   
				

			 	
				
				  21
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  ARTICLE VII
				

			 	
				
				  REDEMPTION OF SERIES 2007-2 NOTES;
				  FINAL DISTRIBUTIONS; SERIES TERMINATION
				

			 	
				
				   
				

			 	
				
				  23
				

			 
	
				
				  SECTION 
				

			 	
				
				    7.1.
				

			 	
				
				   
				

			 	
				
				  Optional Redemption of Series 2007-2
				  Notes; Final Distributions
				

			 	
				
				   
				

			 	
				
				  23
				

			 
								

 

	 
		 
	 

	 
		 
	 

	 	
			 
				 
			 

		  	
			 
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		TABLE OF CONTENTS
	 

	 
		(continued)
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Page
				

			 
	 	 	 	 	 	 
	
				
				  SECTION
				

			 	
				
				    7.2
				

			 	
				
				   
				

			 	
				
				  Series Termination
				

			 	
				
				   
				

			 	
				
				  24
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  ARTICLE VIII
				

			 	
				
				  MISCELLANEOUS PROVISIONS
				

			 	
				
				   
				

			 	
				
				  24
				

			 
	
				
				  SECTION 
				

			 	
				
				    8.1.
				

			 	
				
				   
				

			 	
				
				  Ratification of Indenture;
				  Amendments
				

			 	
				
				   
				

			 	
				
				  24
				

			 
	
				
				  SECTION 
				

			 	
				
				    8.2.
				

			 	
				
				   
				

			 	
				
				  Form of Delivery of the Series
				  2007-2 Notes
				

			 	
				
				   
				

			 	
				
				  24
				

			 
	
				
				  SECTION 
				

			 	
				
				    8.3.
				

			 	
				
				   
				

			 	
				
				  Counterparts
				

			 	
				
				   
				

			 	
				
				  24
				

			 
	
				
				  SECTION 
				

			 	
				
				    8.4.
				

			 	
				
				   
				

			 	
				
				  GOVERNING LAW
				

			 	
				
				   
				

			 	
				
				  24
				

			 
	
				
				  SECTION 
				

			 	
				
				    8.5.
				

			 	
				
				   
				

			 	
				
				  Limitation of Liability
				

			 	
				
				   
				

			 	
				
				  26
				

			 
	
				
				  SECTION 
				

			 	
				
				    8.6.
				

			 	
				
				   
				

			 	
				
				  Rights of the Indenture
				  Trustee
				

			 	
				
				   
				

			 	
				
				  26
				

			 
	
				
				  SECTION 
				

			 	
				
				    8.7.
				

			 	
				
				   
				

			 	
				
				  No Petition
				

			 	
				
				   
				

			 	
				
				  26
				

			 
	
				
				  SECTION 
				

			 	
				
				    8.8.
				

			 	
				
				   
				

			 	
				
				  Amendments to Other Indenture
				  Supplements
				

			 	
				
				   
				

			 	
				
				  26
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  EXHIBIT A-1
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  FORM OF CLASS A NOTE
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  EXHIBIT A-2
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  FORM OF CLASS B NOTE
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  EXHIBIT A-3
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  FORM OF CLASS C NOTE 
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  EXHIBIT B
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  FORM OF MONTHLY SERVICER’S
				  CERTIFICATE
				

			 	
				
				   
				

			 	
				
				   
				

			 

 

	 
		 
	 

	 
		 
	 

	 	
			 
				 
			 

		  	
			 
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		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).
	 

	 
		The Principal Terms of this Series are set
		forth in this Indenture Supplement.
	 

	 
		ARTICLE I
	 

	 
		DEFINITIONS
	 

	 
		SECTION 1.1. Definitions.
	 

	 
		(a) Capitalized terms used and not otherwise
		defined herein are used as defined in Section 1.1 of
		the Indenture. This Indenture Supplement shall be interpreted in accordance
		with the conventions set forth in Section 1.2 of
		the Indenture.
	 

	 
		(b) Except as set forth in Section 8.8,
		each capitalized term defined herein relates only to Series 2007-2 and to no
		other Series. Whenever used in this Indenture Supplement, the following words
		and phrases shall have the following meanings:
	 

	 
		“Addition Date” is defined in the First Tier Agreement.
	 

	 
		“Administration Agreement” means the Administration Agreement, dated as of
		August 12, 2004, between the Administrator, the Trustee and the
		Issuer.
	 

	 
		“Administrator” means General Electric Capital Corporation, in
		its capacity as Administrator under the Administration Agreement or any other
		Person designated as an Administrator under the Administration
		Agreement.
	 

	 
		“Allocation Percentage” means, with respect to any Monthly Period, the
		percentage equivalent of a fraction (which shall not exceed one hundred percent
		(100%)):
	 

	 
		(a) the numerator of which shall be equal
		to:
	 

	 
		(i) for Non-Principal Collections and the
		Default Amount at all times and Principal Collections during the Revolving
		Period, the Collateral Amount at the end of the last day of the prior Monthly
		Period or, in the case of the month during which the Closing Date occurs, the
		Closing Date; and
	 

	 
		(ii) for Principal Collections during the
		Controlled Accumulation Period and the Early Amortization Period, the
		Collateral Amount at the end of the last day of the Revolving Period;
		and
	 

	 
		 
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
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		(b) the denominator of which shall be the
		greater of (i) the result of (x) the Aggregate Principal Receivables minus
		(y) the sum of the aggregate amount of each Dealer Overconcentration,
		Manufacturer Overconcentration and Product Line Overconcentration, and (ii) the
		sum of the numerators used to calculate the allocation percentages for
		allocations with respect to Non-Principal Collections, Principal Collections or
		the Default Amount, as applicable, for all outstanding Series on such date of
		determination. The denominator described in this clause (b) shall
		be determined as of the close of business on the last day of the prior Monthly
		Period (or in the case of the Monthly Period during which the Closing Date
		occurs, the Closing Date).
	 

	 
		“Available Non-Principal Collections” means, for any Monthly Period, an amount equal to
		the sum of (a) the Investor Non-Principal Collections for such Monthly Period,
		(b) the Series 2007-2 Excess Non-Principal Collections for such Monthly Period
		and (c) Investment Earnings.
	 

	 
		“Available Principal Collections” means, for any Monthly Period, an amount equal to
		(a) the Investor Principal Collections for such Monthly Period,
		minus (b) the amount of Reallocated Principal Collections
		with respect to such Monthly Period which pursuant to Section 4.7
		are required to be applied on the related Payment Date, plus (c) without
		duplication, the sum of (i) any Shared Principal Collections with respect to
		other Principal Sharing Series (including any amounts on deposit in the Excess
		Funding Account that are allocated to Series 2007-2 for application as Shared
		Principal Collections), (ii) the aggregate amount to be treated as Available
		Principal Collections pursuant to Sections 4.4(a)(vi) and (vii), (iii)
		during the Controlled Accumulation Period or an Early Amortization Period, the
		amount of Available Non-Principal Collections used to make a deposit in the
		Principal Account or to pay principal on the Series 2007-2 Notes pursuant to
		Sections 4.4(a)(x) and (xii) for the
		related Payment Date, and (iv) any distribution of amounts on deposit in the
		Reserve Account on the Series 2007-2 Final Maturity Date pursuant to
		Section 4.10.
	 

	 
		“Available Reserve Account Amount” means, for any Transfer Date, an amount equal to
		the lesser of (a) the amount on deposit in the Reserve Account (exclusive of
		Investment Earnings on such date and before giving effect to any deposit to, or
		withdrawal from, the Reserve Account made or to be made with respect to such
		date) and (b) the Required Reserve Account Amount, in each case on such
		Transfer Date.
	 

	 
		“Class A Monthly Interest” is defined in Section 4.1(a).
	 

	 
		“Class A Note Initial Principal Balance” means nine hundred seventy million dollars
		($970,000,000).
	 

	 
		“Class A Note Interest Rate” means a per annum rate of one hundredth of one
		percent (0.01%) in excess of LIBOR as determined on the LIBOR Determination
		Date for the applicable Interest Period.
	 

	 
		“Class A Note Principal Balance” means, on any date of determination, an amount
		equal to (a) the Class A Note Initial Principal Balance, minus (b) the
		aggregate amount of principal payments made to the Class A Noteholders on or
		prior to such date.
	 

	 
		 
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
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		“Class A Noteholder” means the Person in whose name a Class A Note is
		registered in the Note Register.
	 

	 
		“Class A Notes” means any one of the Notes executed by the Issuer
		and authenticated by or on behalf of the Indenture Trustee, substantially in
		the form of Exhibit A-1.
	 

	 
		“Class A Required Amount” means, for any Payment Date, an amount equal to
		the excess of the amounts described in Sections 4.4(a)(i), (ii) and
		(iii) over Available
		Non-Principal Collections applied to pay such amount pursuant to
		Section 4.4(a).
	 

	 
		“Class B Monthly Interest” is defined in Section 4.1(b).
	 

	 
		“Class B Note Initial Principal Balance” means twenty million dollars
		($20,000,000).
	 

	 
		“Class B Note Interest Rate” means a per annum rate of forty hundredths of one
		percent (0.40%) in excess of LIBOR as determined on the LIBOR Determination
		Date for the applicable Interest Period.
	 

	 
		“Class B Note Principal Balance” means, on any date of determination, an amount
		equal to (a) the Class B Note Initial Principal Balance, minus (b) the
		aggregate amount of principal payments made to the Class B Noteholders on or
		prior to such date.
	 

	 
		“Class B Noteholder” means the Person in whose name a Class B Note is
		registered in the Note Register.
	 

	 
		“Class B Notes” means any one of the Notes executed by the Issuer
		and authenticated by or on behalf of the Indenture Trustee, substantially in
		the form of Exhibit A-2.
	 

	 
		“Class B Required Amount” means, for any Payment Date, an amount equal to
		the excess of the amount described in Section 4.4(a)(iv) over Available
		Non-Principal Collections applied to pay such amount pursuant to
		Section 4.4(a).
	 

	 
		“Class C Monthly Interest” is defined in Section 4.1(c).
	 

	 
		“Class C Note Initial Principal Balance” means ten million dollars ($10,000,000).
	 

	 
		“Class C Note Interest Rate” means a per annum rate of eighty hundredths of
		one percent (0.80%) in excess of LIBOR as determined on the LIBOR Determination
		Date for the applicable Interest Period.
	 

	 
		“Class C Note Principal Balance” means, on any date of determination, an amount
		equal to (a) the Class C Note Initial Principal Balance, minus (b) the
		aggregate amount of principal payments made to the Class C Noteholders on or
		prior to such date.
	 

	 
		“Class C Noteholder” means the Person in whose name a Class C Note is
		registered in the Note Register.
	 

	 
		 
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
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		“Class C Notes” means any one of the Notes executed by the Issuer
		and authenticated by or on behalf of the Indenture Trustee, substantially in
		the form of Exhibit A-3.
	 

	 
		“Class C Required Amount” means with respect to any Payment Date, an amount
		equal to the excess of the amount described in Section 4.4(a)(v) over Available
		Non-Principal Collections applied to pay such amount pursuant to
		Section 4.4(a).
	 

	 
		“Closing Date” means August 2, 2007.
	 

	 
		“Collateral Amount” means, as of any date of determination, an amount
		equal to the excess, if any, of (a) the Note Principal Balance on such date,
		over (b) the excess, if any, of (i) the aggregate amount of Investor
		Charge-Offs and Reallocated Principal Collections over
		(ii) the reimbursements of such Investor Charge-Offs and Reallocated
		Principal Collections pursuant to Section 4.4(a)(vii) prior to such date of determination. For avoidance of
		doubt, the Collateral Amount cannot be less than zero.
	 

	 
		“Controlled Accumulation Date” means February 1, 2010, subject to adjustment
		pursuant to Section 4.12.
	 

	 
		“Controlled Accumulation Period” means, unless an Early Amortization Event shall
		have occurred prior thereto, the period commencing at the opening of business
		on the Controlled Accumulation Date and ending on the earliest to occur of (a)
		the commencement of the Early Amortization Period, (b) the Series Maturity
		Date, and (c) the date on which the Note Principal Balance has been reduced to
		zero.
	 

	 
		“Controlled Accumulation Period Length” is defined in Section 4.12.
	 

	 
		“Defaulted Account” means an Account in which there are Defaulted
		Receivables.
	 

	 
		“Distribution Account” means the account designated as such, established
		and owned by the Issuer and maintained in accordance with Section
		4.2.
	 

	 
		“Early Amortization Period” means the period commencing on the date on which
		a Trust Early Amortization Event or a Series 2007-2 Early Amortization Event is
		deemed to occur and ending on the Series Maturity Date. Notwithstanding
		anything to the contrary in this Indenture Supplement, an Early Amortization
		Period that commences before the scheduled end of the Revolving Period may
		terminate, and the Revolving Period may recommence, if the Rating Agency
		Condition is satisfied.
	 

	 
		“Expected Principal Payment Date” means the Payment Date in July 2010.
	 

	 
		“Group One”
		means Series 2007-2 and each other outstanding Series specified in the related
		Indenture Supplement to be included in Group One.
	 

	 
		“Indenture”
		is defined in the preamble.
	 

	 
		“Indenture Trustee” is defined in the preamble.
	 

	 
		 
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
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		“Ineligible Receivables” means Receivables that are not Eligible
		Receivables (as such term is defined in the First Tier Agreement).
	 

	 
		“Initial Collateral Amount” means the sum of (i) the Class A Note Initial
		Principal Balance, (ii) the Class B Note Initial Principal Balance and (iii)
		the Class C Note Initial Principal Balance.
	 

	 
		“Interest Period” means, for any Payment Date, the period from and
		including the Payment Date immediately preceding such Payment Date (or, in the
		case of the first Payment Date, from and including the Closing Date) to but
		excluding such Payment Date.
	 

	 
		“Investment Earnings” means, for any Payment Date, all interest and
		earnings on Permitted Investments included in the Principal Account or the
		Reserve Account (net of losses and investment expenses) during the period
		commencing on and including the Payment Date immediately preceding such Payment
		Date and ending on but excluding such Payment Date.
	 

	 
		“Investor Charge-Offs” is defined in Section 4.6.
	 

	 
		“Investor Default Amount” means for any date of determination with respect
		to the prior Monthly Period, the product of (a) the Default Amount for such
		Monthly Period, after giving effect to any allocation of a portion of such
		Default Amount to the Transferor pursuant to Section 8.4 of
		the Indenture, and (b) the Allocation Percentage with respect to such Monthly
		Period.
	 

	 
		“Investor
		Non-Principal Collections” means,
		for any Monthly Period, an amount equal to the aggregate amount of
		Non-Principal Collections retained or deposited in the Non-Principal Account
		for Series 2007-2 pursuant to Section
		4.3(b)(i) for such Monthly
		Period.
	 

	 
		“Investor Principal Collections” means, for any Monthly Period, an amount equal to
		the aggregate amount of Principal Collections retained or deposited in the
		Principal Account for Series 2007-2 pursuant to Section 4.3(b)(ii) for such Monthly Period.
	 

	 
		“Issuer” is
		defined in the preamble.
	 

	 
		“LIBOR”
		means, for any Interest Period, the London interbank offered rate for one-month
		United States dollar deposits determined by the Indenture Trustee for each
		Interest Period in accordance with the provisions of Section 4.13.
	 

	 
		“LIBOR Determination Date” means (i) with respect to the first Interest
		Period, the second London Business Day prior to the Closing Date, and (ii) with
		respect to any Interest Period thereafter, the second London Business Day prior
		to the commencement of such Interest Period.
	 

	 
		“London Business Day” means any day on which dealings in deposits in
		United States dollars are transacted in the London interbank market.
	 

	 
		“Minimum Free Equity Percentage” means, as of any Determination Date, zero percent
		(0%).
	 

	 
		 
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
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		“Monthly Interest” means, for any Payment Date, the sum of the Class
		A Monthly Interest, the Class B Monthly Interest, and the Class C Monthly
		Interest for such Payment Date.
	 

	 
		“Monthly Payment Rate” means, for any Monthly Period, a fraction
		(expressed as a percentage), (a) the numerator of which is the Principal
		Collections during such Monthly Period, and (b) the denominator of which is the
		Combined Outstanding Principal Balances as of the beginning of such Monthly
		Period.
	 

	 
		“Monthly Period” means, as to each Payment Date, the preceding
		calendar month; provided, that the Monthly Period relating to the first Payment
		Date after the Closing Date means the period from and including the Closing
		Date to and including the end of the calendar month preceding the first Payment
		Date.
	 

	 
		“Monthly Principal” is defined
		in Section 4.1(d).
	 

	 
		“Monthly Principal Reallocation
		Amount” means, for any Monthly Period, an amount equal to the sum of:
		
	 

	 
		(A) the lesser of (i) the excess, if any, of
		(x) the amount needed to make the payments described in Sections 4.4(a)(i) through (iii)
		over (y) the amount of Non-Principal Collections and amounts
		withdrawn from the Reserve Account that are available to cover the payments
		described in Sections
		4.4(a)(i) through (iii), and (ii)
		the excess, if any, of (x) the sum of the Class A Note Initial Principal
		Balance, the Class B Note Initial Principal Balance and the Class C Note
		Initial Principal Balance over (y) the sum
		of (I) the amount of unreimbursed Investor Charge-Offs after giving effect to
		Investor Charge-Offs for the related Monthly Period, and (II) the amount of
		unreimbursed Reallocated Principal Collections as of the previous Payment Date;
		
	 

	 
		(B) the lesser of (i) the excess, if any, of
		(x) the amount needed to make the payment described in Section 4.4(a)(iv) over (y) the
		amount of Non-Principal Collections and amounts withdrawn from the Reserve
		Account that are available to cover the payment described in Section 4.4(a)(iv) and (ii) the excess, if any, of (x) the sum of the
		Class B Note Initial Principal Balance and the Class C Note Initial Principal
		Balance over (y) the sum of (I) the amount of unreimbursed Investor
		Charge-Offs after giving effect to Investor Charge-Offs for the related Monthly
		Period, and (II) the amount of unreimbursed Reallocated Principal Collections
		as of the previous Payment Date and after giving effect to the reallocation of
		Principal Collections to make the payments described in Sections 4.4(a)(i) through (iii) in respect
		of the then-current Payment Date; and 
	 

	 
		(C) the lesser of (i) the excess, if any, of
		(x) the amount needed to make the payments described in Section 4.4(a)(v) over (y) the
		amount of Non-Principal Collections and amounts withdrawn from the Reserve
		Account that are available to cover the payment described in Section 4.4(a)(v) and (ii) the excess, if any, of (x) the Class C Note
		Initial Principal Balance over (y) the sum
		of (I) the amount of unreimbursed Investor Charge-Offs after giving effect
		to Investor Charge-Offs for the related Monthly Period, and (II) the amount of
		unreimbursed Reallocated Principal Collections as of the previous Payment Date
		and after giving effect to the reallocation of Principal Collections to make
		the payments described in Sections
		4.4(a)(i) through (iv) in respect
		of the then-current Payment Date.
	 

	 
		 
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
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		“Non-Principal Account” means the account designated as such, established
		and owned by the Issuer and maintained in accordance with Section
		4.2.
	 

	 
		“Non-Principal Shortfall” is defined in Section 4.8.
	 

	 
		“Noteholder Servicing Fee” means, for any Transfer Date, an amount equal to
		one-twelfth of the product of (a) the Series Servicing Fee Percentage and (b)
		the Collateral Amount as of the last day of the Monthly Period preceding such
		Transfer Date; provided, that with respect to the Transfer Date relating to the
		first Payment Date, the Noteholder Servicing Fee shall be calculated based on
		the Collateral Amount as of the Closing Date and shall be an amount equal to
		the product of (a) the product of (I) the Series Servicing Fee Percentage and
		(II) the Collateral Amount as of the Closing Date and (b) the number of days
		from and including the Closing Date to and including the last day of the month
		ending prior to such Payment Date divided by 360.
	 

	 
		“Note Principal Balance” means, on any date of determination, an amount
		equal to the sum of the Class A Note Principal Balance, the Class B Note
		Principal Balance and the Class C Note Principal Balance.
	 

	 
		“Note Rate”
		means any of the Class A Note Interest Rate, the Class B Note Interest Rate or
		the Class C Note Interest Rate, as applicable.
	 

	 
		“Payment Date” means the twentieth (20th) day of each
		calendar month, or if such twentieth (20th) day is not a Business
		Day, the next succeeding Business Day; provided, that
		the first Payment Date shall be August 20, 2007.
	 

	 
		“Principal Account” means the account designated as such, established
		and owned by the Issuer and maintained in accordance with Section
		4.2.
	 

	 
		“Principal Shortfall” is defined in Section 4.9.
	 

	 
		“Rating Agency” means, with respect to Series 2007-2, each of
		S&P, Fitch and Moody’s.
	 

	 
		“Reallocated Principal Collections” means, for any Transfer Date, Investor Principal
		Collections applied in accordance with Section 4.7
		in an amount not to exceed the Monthly Principal Reallocation Amount for the
		related Monthly Period.
	 

	 
		“Reassignment Amount” means, for any Transfer Date, after giving effect
		to any deposits and payments otherwise to be made on the related Payment Date,
		the sum of (i) the Note Principal Balance on the related Payment Date,
		plus (ii) Monthly Interest for the related Payment Date and
		any Monthly Interest previously due but not distributed to the Series 2007-2
		Noteholders, plus (iii) without duplication, the other amounts specified
		in Section 7.1(d).
	 

	 
		“Record Date” means, for purposes of Series 2007-2 with respect
		to any Payment Date, the date falling five (5) Business Days prior to such
		date.
	 

	 
		“Reference Banks” means four major banks in the London interbank
		market selected by the Master Servicer.
	 

	 
		 
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
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		“Removal Date” is defined in the Second Tier Agreement.
	 

	 
		“Required Amount” means, for any Payment Date, an amount equal to
		the excess of the sum of the amounts described in Sections 4.4(a)(i) through (v)
		over Available Non-Principal Collections applied to pay such
		amount pursuant to Section
		4.4(a).
	 

	 
		“Required Reserve Account Amount” means, for any day, an amount equal to (a) the
		product of (i) the Required Reserve Account Percentage and (ii) the Note
		Principal Balance, as of such day (after giving effect to any changes
		therein on such day) or (b) any other amount designated by the Transferor;
		provided, that if such designation is of a lesser amount, the
		Transferor shall (i) provide the Indenture Trustee with evidence that the
		Rating Agency Condition shall have been satisfied and (ii) deliver to the
		Indenture Trustee a certificate of an Authorized Officer to the effect that,
		based on the facts known to such officer at such time, in the reasonable belief
		of the Transferor, such designation will not cause an Early Amortization Event
		to occur with respect to Series 2007-2.
	 

	 
		“Required Reserve Account Percentage” means two and one-half percent (2.5%).
	 

	 
		“Reserve Account” means the account designated as such, established
		and owned by the Issuer and maintained in accordance with Section
		4.2.
	 

	 
		“Reserve Account Deficiency” means the excess, if any, of the Required Reserve
		Account Amount over the Available Reserve Account Amount.
	 

	 
		“Revolving Period” means the period beginning on the Closing Date
		and ending at the close of business on the day immediately preceding the
		earlier of the day the Controlled Accumulation Period commences or the day the
		Early Amortization Period commences.
	 

	 
		“Series 2007-2” means the Series the terms of which are specified
		in this Indenture Supplement.
	 

	 
		“Series 2007-2 Early Amortization Event” is defined in Section 6.1. The Series 2007-2 Early Amortization Events are, with
		respect to Series 2007-2, the Early Amortization Events contemplated by clause
		(a) of the definition of Early Amortization Event in the Indenture.
	 

	 
		“Series 2007-2 Excess Non-Principal
		Collections” means Excess
		Non-Principal Collections allocated from other Series in Group One to Series
		2007-2 pursuant to Section
		8.6 of the Indenture.
	 

	 
		“Series 2007-2 Final Maturity Date” means the Payment Date in July 20, 2012.
	 

	 
		“Series 2007-2 Note” means any one of the Class A Notes, Class B Notes
		or Class C Notes executed by the Issuer and authenticated by or on behalf of
		the Indenture Trustee, substantially in the form of Exhibit A-1,
		A-2, or A-3
		respectively.
	 

	 
		“Series 2007-2 Noteholder” means the Person in whose name a Series 2007-2
		Note is registered in the Note Register.
	 

	 
		 
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
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		“Series Accounts” is defined in Section 4.2.
	 

	 
		“Series Allocation Percentage” means, with respect to any Monthly Period, the
		percentage equivalent of a fraction, the numerator of which is the numerator
		used in determining the Allocation Percentage for Non-Principal Collections for
		that Monthly Period and the denominator of which is the sum of the numerators
		used in determining the Allocation Percentage for Non-Principal Collections for
		all outstanding Series on such date of determination.
	 

	 
		“Series Maturity Date” means the earliest to occur of (a) the date on
		which the Note Principal Balance is paid in full, (b) the date on which the
		Collateral Amount is reduced to zero and (c) the Series 2007-2 Final Maturity
		Date.
	 

	 
		“Series Servicing Fee Percentage” means two percent (2%) per
		annum.
	 

	 
		“Servicer Advance” is defined in the Servicing Agreement.
	 

	 
		“Supplements” is defined in Section 8.8.
	 

	 
		“Target Amount” is defined in Section 4.3(b)(i).
	 

	 
		“Trust” is
		defined in the preamble.
	 

	 
		SECTION 1.2. Incorporation of Terms. The terms of the Indenture are incorporated in this
		Supplement as if set forth in full herein. As supplemented by this Supplement,
		the Indenture is in all respects ratified and confirmed and both together shall
		be read, taken and construed as one and the same agreement. If the terms of
		this Supplement and the terms of the Indenture conflict, the terms of this
		Supplement shall control with respect to Series 2007-2 and, with respect
		to the amendment in Section 8.8, each of the Supplements.
	 

	 
		ARTICLE II
	 

	 
		CREATION OF THE SERIES 2007-2
		NOTES
	 

	 
		SECTION 2.1. Designation.
	 

	 
		(a) There is hereby created and designated a
		Series of Notes to be issued pursuant to the Indenture and this Indenture
		Supplement to be known as “GE
		Dealer Floorplan Master Note Trust, Series 2007-2” or the “Series 2007-2 Notes.” The Series 2007-2 Notes shall be issued in three
		Classes, known as the “Class A
		Series 2007-2 Asset Backed Notes,”
		the “Class B Series 2007-2 Asset
		Backed Notes” and the
		“Class C Series 2007-2 Asset Backed
		Notes”.
	 

	 
		(b) Series 2007-2 shall be included in Group
		One and shall be a Principal Sharing Series. Series 2007-2 shall be an Excess
		Allocation Series with respect to Group One only. Series 2007-2 shall not be
		subordinated to any other Series.
	 

	 
		(c) The Series 2007-2 Notes shall be
		issuable only in minimum denominations of at least one hundred thousand dollars
		($100,000) and in integral multiples of one thousand dollars ($1,000).
	 

	 
		 
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
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		ARTICLE III
	 

	 
		[RESERVED]
	 

	 
		ARTICLE IV
	 

	 
		RIGHTS OF SERIES 2007-2 NOTEHOLDERS AND
		ALLOCATION AND APPLICATION OF COLLECTIONS
	 

	 
		SECTION 4.1. Determination of Interest and Principal.
	 

	 
		(a) The amount of monthly interest
		(“Class A Monthly
		Interest”) due and payable with
		respect to the Class A Notes on any Payment Date shall be an amount equal to
		the product of (i) a fraction, the numerator of which is the actual number of
		days in the related Interest Period and the denominator of which is three
		hundred sixty (360), (ii) the Class A Note Interest Rate in effect with respect
		to the related Interest Period and (iii) the Class A Note Principal Balance as
		of the close of business on the last day of the preceding Monthly Period (or,
		with respect to the initial Payment Date, the Class A Note Initial Principal
		Balance).
	 

	 
		(b) The amount of monthly interest
		(“Class B Monthly
		Interest”) due and payable with
		respect to the Class B Notes on any Payment Date shall be an amount equal to
		the product of (i) a fraction, the numerator of which is the actual number of
		days in the related Interest Period and the denominator of which is three
		hundred sixty (360), (ii) the Class B Note Interest Rate in effect with respect
		to the related Interest Period and (iii) the Class B Note Principal Balance as
		of the close of business on the last day of the preceding Monthly Period (or,
		with respect to the initial Payment Date, the Class B Note Initial Principal
		Balance).
	 

	 
		(c) The amount of monthly interest
		(“Class C Monthly
		Interest”) due and payable with
		respect to the Class C Notes on any Payment Date shall be an amount equal to
		the product of (i) a fraction, the numerator of which is the actual number of
		days in the related Interest Period and the denominator of which is three
		hundred sixty (360), (ii) the Class C Note Interest Rate in effect with respect
		to the related Interest Period and (iii) the Class C Note Principal Balance as
		of the close of business on the last day of the preceding Monthly Period (or,
		with respect to the initial Payment Date, the Class C Note Initial Principal
		Balance).
	 

	 
		(d) The amount of monthly principal
		(“Monthly Principal”) to be transferred from the Principal Account
		with respect to the Series 2007-2 Notes on each Transfer Date, beginning with
		the Transfer Date following the Monthly Period in which the Controlled
		Accumulation Period or the Early Amortization Period begins, shall be equal to
		the least of (i) the Available Principal Collections for the preceding Monthly
		Period; (ii) the Note Principal Balance on such Transfer Date (minus any amount
		already in the Principal Account on such Transfer Date); (iii) during the
		Controlled Accumulation Period, the result of (x) the Note Principal Balance as
		of the last day of the Revolving Period, divided by (y) the Controlled
		Accumulation Period Length; and (iv) during the Controlled Accumulation Period,
		the Collateral Amount.
	 

	 
		SECTION 4.2. Establishment of Accounts.
	 

	 
		(a) As of the Closing Date, the Issuer
		covenants to have established and shall thereafter maintain the Non-Principal
		Account, the Principal Account, the Distribution Account
	 

	 
		 
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
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		and the Reserve Account (collectively, the
		“Series Accounts”) each of which shall be an Eligible Deposit
		Account.
	 

	 
		(b) If the depositary institution wishes to
		resign as depositary of any of the Series Accounts for any reason or fails to
		carry out the instructions of the Issuer for any reason, then the Issuer shall
		promptly notify the Indenture Trustee on behalf of the Series 2007-2
		Noteholders.
	 

	 
		(c) On or before the Closing Date, the
		Issuer shall enter into a depositary agreement to govern the Series Accounts
		pursuant to which such accounts are continuously identified in the depositary
		institution’s books and records as subject to a security interest in favor
		of the Indenture Trustee on behalf of the Series 2007-2 Noteholders, and,
		except as may be expressly provided herein to the contrary, in order to perfect
		the security interest of the Indenture Trustee on behalf of the Series 2007-2
		Noteholders under the UCC, the Indenture Trustee on behalf of the Series 2007-2
		Noteholders shall have the power to direct disposition of the funds in the
		Series Accounts without further consent by the Issuer; provided,
		however, that prior to the delivery by the Indenture Trustee on
		behalf of the Series 2007-2 Noteholders of notice otherwise, the Issuer shall
		have the right to direct the disposition of funds in the Series Accounts;
		provided, further that the
		Indenture Trustee on behalf of the Series 2007-2 Noteholders agrees that it
		will not deliver such notice or exercise its power to direct disposition of the
		funds in the Series Accounts unless an Event of Default has occurred and is
		continuing. Upon delivery of the foregoing notice by the Indenture Trustee on
		behalf of the Series 2007-2 Noteholders, the depositary institution shall
		comply with the orders of the Indenture Trustee on behalf of the Series 2007-2
		Noteholders without further consent by the Issuer.
	 

	 
		(d) The Issuer shall not close any of the
		Series Accounts unless it shall have (i) received the prior consent of the
		Indenture Trustee on behalf of the Series 2007-2 Noteholders, (ii) established
		a new Eligible Deposit Account with the depositary institution holding the
		Series Account being closed or with a new depositary institution satisfactory
		to the Indenture Trustee on behalf of the Series 2007-2 Noteholders, (iii)
		entered into a depositary agreement to govern such new account(s) with such new
		depositary institution which agreement is satisfactory in all respects to the
		Indenture Trustee on behalf of Noteholders (whereupon such new account(s) shall
		become the applicable Series Account(s) for all purposes of this Indenture
		Supplement), and (iv) taken all such action as the Indenture Trustee on behalf
		of the Series 2007-2 Noteholders shall reasonably require to grant and perfect
		a first priority security interest in such account(s) in favor of the Indenture
		Trustee.
	 

	 
		SECTION 4.3. Calculations and Series Allocations.
	 

	 
		(a) Allocations.
		Non-Principal Collections, Principal Collections and Defaulted Receivables
		allocated to Series 2007-2 pursuant to Article VIII of
		the Indenture shall be allocated and paid as set forth in this Article IV.
		During any period when the Issuer is permitted by Section 8.4 of
		the Indenture to make a single monthly deposit to the Collection Account,
		amounts allocated to the Series 2007-2 Noteholders pursuant to this
		Section 4.3 with respect to any Monthly Period need not be
		deposited into the Collection Account, the Non-Principal Account, the Principal
		Account or any other Series Account prior to the related Transfer Date, and,
		when so deposited, (x) may be deposited net of any amounts required to be
		released to the Issuer and, if an Originator or an Affiliate of an Originator
		is the Master Servicer, any amounts 
	 

	 
		 
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
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		owed to the Master Servicer, and (y) shall
		be deposited into the Non-Principal Account (in the case of Non-Principal
		Collections) and the Principal Account (in the case of Principal Collections
		(not including any Shared Principal Collections allocated to Series 2007-2
		pursuant to Section 8.5
		of the Indenture)).
	 

	 
		(b) Allocations to the Series 2007-2
		Noteholders. The Issuer shall, on each
		Date of Processing, after giving effect to allocations in respect of Dealer
		Overconcentrations, Manufacturer Overconcentrations and Product Line
		Overconcentrations pursuant to Section
		8.4 of the Indenture, allocate to the
		Series 2007-2 Noteholders the following amounts as set forth below:
	 

	 
		(i) Allocations of Non-Principal Collections. The Issuer shall allocate to the Series 2007-2
		Noteholders an amount equal to the product of (A) the Allocation Percentage and
		(B) the aggregate Non-Principal Collections processed on such Date of
		Processing and shall deposit such amount into the Non-Principal Account;
		provided, that, so long as, with respect to each Monthly Period
		falling in the Revolving Period (and with respect to that portion of each
		Monthly Period in the Controlled Accumulation Period falling on or after the
		day on which Principal Collections equal to the related Monthly Principal have
		been allocated pursuant to Section 4.3(b)(ii) and deposited
		pursuant to Section 4.3(a)), Non-Principal Collections shall be transferred into
		the Non-Principal Account only until such time as the aggregate amount so
		deposited equals the sum (the “Target Amount”) of the amounts contemplated to be paid or
		deposited pursuant to Section
		4.4(a) on the related Transfer Date or
		Payment Date; and any Non-Principal Collections allocated to the Series 2007-2
		Noteholders but not deposited into the Non-Principal Account due to the
		operation of this proviso shall be released to the Issuer; provided,
		further, if on any Transfer Date the Free Equity Amount is less
		than the Minimum Free Equity Amount after giving effect to all transfers and
		deposits on that Transfer Date, the Issuer shall, on that Transfer Date,
		deposit into the Principal Account funds in an amount equal to the amounts of
		Available Non-Principal Collections that are required to be treated as
		Available Principal Collections pursuant to Section 4.4(a)(vi) and (vii) but are
		not available from funds in the Non-Principal Account as a result of the
		operation of the second preceding proviso.
	 

	 
		With respect to any Monthly Period when
		deposits of Non-Principal Collections into the Non-Principal Account are
		limited to deposits up to the Target Amount in accordance with clause (i)
		above, notwithstanding such limitation: (1) “Reallocated Principal Collections” for the related Transfer Date shall be calculated
		as if the full amount of Non-Principal Collections allocated to the Series
		2007-2 Noteholders during that Monthly Period had been deposited in the
		Non-Principal Account and applied on such Transfer Date in accordance with
		Section 4.4(a); and (2) Non-Principal Collections released to the
		Issuer pursuant to clause
		(i) above shall be deemed, for purposes
		of all calculations under this Indenture Supplement, to have been applied to
		the items specified in Section
		4.4(a) to which such amounts would have
		been applied (and in the priority in which they would have been applied) had
		such amounts been available in the Non-Principal Account on such Transfer Date.
		To avoid doubt, the calculations referred to in the preceding clause (2)
		include the calculations required by clause (b)(ii) of the definition of Collateral Amount.
	 

	 
		 
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
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		(ii) Allocations of Principal Collections. The Issuer shall allocate to the Series 2007-2
		Noteholders the following amounts as set forth below:
	 

	 
		(x) Allocations During the Revolving Period. During the Revolving Period an amount equal to the
		product of the Allocation Percentage and the aggregate amount of Principal
		Collections processed on such Date of Processing, shall be allocated to the
		Series 2007-2 Noteholders and first, an amount equal to the Reallocated
		Principal Collections for the related Transfer Date shall be made available on
		that Transfer Date for application in accordance with Section 4.7,
		second, if any other Principal Sharing Series is outstanding and in its
		accumulation period or amortization period, shall be retained in the Principal
		Account for application, to the extent necessary, as Shared Principal
		Collections to other Principal Sharing Series on the related Payment Date,
		third, shall be deposited in the Excess Funding Account to the extent necessary
		so that the Free Equity Amount is not less than the Minimum Free Equity Amount,
		and fourth, shall be released to the Issuer (and distributed by the Issuer to
		the Transferor or its assigns).
	 

	 
		(y) Allocations During the Controlled Accumulation
		Period. During the Controlled
		Accumulation Period, an amount equal to the product of the Allocation
		Percentage and the aggregate amount of Principal Collections processed on such
		Date of Processing shall be allocated to the Series 2007-2 Noteholders and
		transferred to the Principal Account until applied as provided herein;
		provided, that after the date on which an amount of such
		Principal Collections equal to the Monthly Principal has been deposited into
		the Principal Account, such amounts in excess thereof shall be first, if any
		other Principal Sharing Series is outstanding and in its accumulation period or
		amortization period, retained in the Principal Account for application, to the
		extent necessary, as Shared Principal Collections to other Principal Sharing
		Series on the related Payment Date, and second, deposited in the Excess Funding
		Account to the extent necessary so that the Free Equity Amount is not less than
		the Minimum Free Equity Amount, and third, shall be released to the Issuer (and
		distributed by the Issuer to the Transferor or its assigns).
	 

	 
		(z) Allocations During the Early Amortization
		Period. During the Early Amortization
		Period, an amount equal to the product of the Allocation Percentage and the
		aggregate amount of Principal Collections processed on such Date of Processing
		shall be allocated to the Series 2007-2 Noteholders and transferred to the
		Principal Account until applied as provided herein; provided, that
		after the date on which an amount of such Principal Collections equal to the
		Monthly Principal has been deposited into the Principal Account such amount
		shall be first, if any other Principal Sharing Series is outstanding and in its
		accumulation period or amortization period, retained in the Principal Account
		for application, to the extent necessary, as Shared Principal Collections to
		
	 

	 
		 
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
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		other Principal Sharing Series on the
		related Payment Date, and second, deposited in the Excess Funding Account to
		the extent necessary so that the Free Equity Amount is not less than the
		Minimum Free Equity Amount, and third, shall be released to the Issuer (and
		distributed by the Issuer to the Transferor or its assigns).
	 

	 
		SECTION 4.4. Application of Available Non-Principal Collections and
		Available Principal Collections. On
		each Transfer Date or related Payment Date, as applicable, the Issuer shall
		withdraw, to the extent of available funds, the amount required to be withdrawn
		from the Non-Principal Account, the Principal Account and the Distribution
		Account as follows:
	 

	 
		(a) On each Transfer Date, an amount equal
		to the Available Non-Principal Collections with respect to the related Payment
		Date will be paid or deposited in the following priority:
	 

	 
		(i) on a pari passu basis,
	 

	 
		(A) the result of (1) the applicable
		Allocation Percentage multiplied by (2) the accrued and unpaid fees and other
		amounts owed to the Indenture Trustee up to a maximum amount of twenty-five
		thousand dollars ($25,000) for each calendar year, shall be paid to the
		Indenture Trustee,
	 

	 
		(B) the result of (1) the applicable
		Allocation Percentage multiplied by (2) the accrued and unpaid fees and other
		amounts (including any unpaid amounts pursuant to Section 7.2 of
		the Trust Agreement) owed to the Trustee up to a maximum amount of twenty-five
		thousand dollars ($25,000) for each calendar year, shall be paid to the
		Trustee,
	 

	 
		(C) the result of (1) the applicable
		Allocation Percentage multiplied by (2) the accrued and unpaid fees and other
		amounts owed to the Administrator up to a maximum amount of twenty-five
		thousand dollars ($25,000) for each calendar year, shall be paid to the
		Administrator, and
	 

	 
		(D) the result of (1) the applicable
		Allocation Percentage multiplied by (2) the accrued and unpaid fees and other
		amounts (including any unpaid amounts pursuant to Section 15 of the Custody and
		Control Agreement) owed to the Custodian up to a maximum amount of twenty-five
		thousand dollars ($25,000) for each calendar year, shall be paid to the
		Custodian;
	 

	 
		(ii) an amount equal to the Noteholder
		Servicing Fee for the prior Monthly Period and any overdue Noteholder Servicing
		Fee (to the extent not previously paid), plus any unpaid Servicer Advances and
		accrued and unpaid interest thereon, shall be paid to the Master
		Servicer;
	 

	 
		(iii) an amount equal to Class A Monthly
		Interest for such Payment Date, plus the amount
		of any Class A Monthly Interest previously due but not paid to Class A
		Noteholders on a prior Payment Date, shall be deposited into the Distribution
		Account;
	 

	 
		 
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
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		(iv) an amount equal to Class B Monthly
		Interest for such Payment Date, plus the amount
		of any Class B Monthly Interest previously due but not paid to Class B
		Noteholders on a prior Payment Date, shall be deposited into the Distribution
		Account;
	 

	 
		(v) an amount equal to Class C Monthly
		Interest for such Payment Date, plus the amount
		of any Class C Monthly Interest previously due but not paid to Class C
		Noteholders on a prior Payment Date, shall be deposited into the Distribution
		Account;
	 

	 
		(vi) an amount equal to the Investor Default
		Amount for the prior Monthly Period shall be treated as Available Principal
		Collections and, during the Controlled Accumulation Period or the Early
		Amortization Period, shall be deposited into the Principal Account;
	 

	 
		(vii) an amount equal to the sum of the
		aggregate amount of Investor Charge-Offs and the amount of Reallocated
		Principal Collections which have not been previously reimbursed shall be
		treated as Available Principal Collections and, during the Controlled
		Accumulation Period or the Early Amortization Period, shall be deposited into
		the Principal Account;
	 

	 
		(viii) to deposit into the Reserve Account,
		during the Revolving Period and the Controlled Accumulation Period, the amount,
		if any, required to be deposited in the Reserve Account pursuant to
		Section 4.10(c);
	 

	 
		(ix) if any amounts are owed to the Persons
		listed in clause (i) above and are not paid pursuant to clause (i),
		above, such amounts owed to such Persons shall be paid on a pari passu basis to
		such Persons;
	 

	 
		(x) to deposit into the Principal Account,
		during the Controlled Accumulation Period, any deficiency in the amount
		otherwise required to be deposited into the Principal Account at that
		time;
	 

	 
		(xi) if the Early Amortization Period has
		not occurred and is not continuing, the balance, if any, will constitute a
		portion of Excess Non-Principal Collections for such Payment Date and will be
		applied in accordance with Section
		8.6 of the Indenture; and
	 

	 
		(xii) during the Early Amortization Period,
		the remaining balance, if any, will be used to make principal payments first,
		to the Class A Notes until the Class A Note Principal Balance is paid in full,
		second, to the Class B Notes until the Class B Note Principal Balance is paid
		in full, and, third, to the Class C Notes until the Class C Note Principal
		Balance is paid in full.
	 

	 
		On each Transfer Date, to the extent that
		there is a shortfall (a “Transfer
		Date Shortfall”) in the amounts to
		be paid or deposited pursuant to clauses (a)(i), (a)(iii), (a)(iv) and (a)(v)
		of this Section 4.4, the Indenture Trustee shall withdraw from the
		Collection Account, from any Servicer Advance on deposit therein, an amount
		equal to the lesser of (i) the Transfer Date Shortfall for such Transfer Date
		and (ii) the product of (x) such Servicer Advance and (y) the Allocation
		Percentage for the previous Monthly Period, and apply such withdrawn amount to
		make the payments and deposits contemplated by such clauses of this
		Section 4.4.
	 

	 
		 
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
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		(b) On each Transfer Date with respect to
		the Revolving Period, an amount equal to the Available Principal Collections
		for the related Monthly Period shall be treated as Shared Principal Collections
		and applied in accordance with Section
		8.5 of the Indenture.
	 

	 
		(c) On each Transfer Date or Payment Date,
		as applicable, with respect to the Controlled Accumulation Period or the Early
		Amortization Period, an amount equal to the Available Principal Collections for
		the related Monthly Period shall be paid or deposited in the following order of
		priority:
	 

	 
		(i) during the Controlled Accumulation
		Period, an amount equal to the Monthly Principal for each Transfer Date shall
		be deposited into the Principal Account on such Transfer Date;
	 

	 
		(ii) during the Early Amortization Period,
		an amount equal to the Monthly Principal for each Transfer Date shall be
		deposited into the Distribution Account on such Transfer Date and on the
		related Payment Date shall be paid, first, to the Class A Noteholders on the
		related Payment Date until the Class A Note Principal Balance has been paid in
		full; second, to the Class B Noteholders until the Class B Note Principal
		Balance has been paid in full; and third, to the Class C Noteholders until the
		Class C Note Principal Balance has been paid in full; and
	 

	 
		(iii) in the case of each of the Controlled
		Accumulation Period and the Early Amortization Period, the balance of such
		Available Principal Collections remaining after application in accordance with
		clauses (i) and (ii) above shall
		be treated as Shared Principal Collections and applied in accordance with
		Section 8.5 of the Indenture.
	 

	 
		(d) On each Payment Date in accordance with
		Section 4.5, the Issuer shall pay first, to the Class A Noteholders
		from the Distribution Account, the amount deposited into the Distribution
		Account pursuant to Section
		4.4(a)(iii) on the preceding Transfer
		Date, second, to the Class B Noteholders from the Distribution Account, the
		amount deposited into the Distribution Account pursuant to Section 4.4(a)(iv) on the preceding Transfer Date and, third, to the Class
		C Noteholders from the Distribution Account, the amount deposited into the
		Distribution Account pursuant to Section
		4.4(a)(v) on the preceding Transfer
		Date, in each case to the extent permitted by applicable law.
	 

	 
		(e) On the earlier to occur of (i) the first
		Transfer Date during the Early Amortization Period and (ii) the Transfer Date
		immediately preceding the Expected Principal Payment Date, the Issuer shall
		withdraw from the Principal Account and deposit into the Distribution Account
		the amount deposited into the Principal Account pursuant to Section 4.4(c)(i) and on the related Payment Date shall pay such amount
		first, to the Class A Noteholders, until the Class A Note Principal Balance is
		paid in full, second to the Class B Noteholders until the Class B Note
		Principal Balance is paid in full and, third, to the Class C Noteholders until
		the Class C Note Principal Balance is paid in full.
	 

	 
		SECTION 4.5. Payments.

	 

	 
		(a) On each Payment Date, the Issuer shall
		pay to each Class A Noteholder of record on the related Record Date such Class
		A Noteholder’s pro rata share of
		the amounts on deposit in
	 

	 
		 
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
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		the Distribution Account that are allocated
		and available on such Payment Date and as are payable to the Class A
		Noteholders pursuant to this Indenture Supplement.
	 

	 
		(b) On each Payment Date, the Issuer shall
		pay to each Class B Noteholder of record on the related Record Date such Class
		B Noteholder’s pro rata share of the amounts on deposit in the
		Distribution Account that are allocated and available on such Payment Date and
		as are payable to the Class B Noteholders pursuant to this Indenture
		Supplement.
	 

	 
		(c) On each Payment Date, the Issuer shall
		pay to each Class C Noteholder of record on the related Record Date such Class
		C Noteholder’s pro rata share of
		the amounts on deposit in the Distribution Account that are allocated and
		available on such Payment Date and as are payable to the Class C Noteholders
		pursuant to this Indenture Supplement.
	 

	 
		(d) The payments to be made pursuant to this
		Section 4.5 are subject to the provisions of Section 7.1 of
		this Indenture Supplement.
	 

	 
		(e) All payments to Noteholders hereunder
		shall be made by (i) check mailed to each Series 2007-2 Noteholder (at such
		Noteholder’s address as it appears in the Note Register), except that for
		any Series 2007-2 Notes registered in the name of the nominee of a Clearing
		Agency, such payment shall be made by wire transfer of immediately available
		funds, and (ii) except as provided in Section 2.7(b)
		of the Indenture, without presentation or surrender of any Series 2007-2 Note
		or the making of any notation thereon.
	 

	 
		SECTION 4.6. Investor Charge-Offs. On each Determination Date, the Issuer shall calculate
		the Investor Default Amount for the preceding Monthly Period. If, on any
		Transfer Date, the sum of the Investor Default Amount for the preceding Monthly
		Period exceeds the amount of Available Non-Principal Collections allocated with
		respect thereto pursuant to Section
		4.4(a)(vi) with respect to such
		Transfer Date and the amount withdrawn from the Reserve Account on such
		Transfer Date and applied pursuant to Section 4.4(a)(vi), the Collateral Amount will be reduced (but not below
		zero) by the amount of such excess (such reduction, an “Investor Charge-Off”).
	 

	 
		SECTION 4.7. Reallocated Principal Collections. On each Transfer Date, after giving effect to
		Section 4.10(a), the Issuer shall apply Reallocated Principal
		Collections with respect to that Transfer Date to fund any deficiency pursuant
		to and in the priority set forth in Sections 4.4(a)(i) through (v). On each
		Transfer Date, the Collateral Amount shall be reduced by the amount of
		Reallocated Principal Collections for such Transfer Date.
	 

	 
		SECTION 4.8. Excess Non-Principal Collections. Series 2007-2 shall be an Excess Allocation Series
		with respect to Group One only. Subject to Section 8.6
		of the Indenture, Excess Non-Principal Collections with respect to the Excess
		Allocation Series in Group One for any Transfer Date will be allocated to
		Series 2007-2 in an amount equal to the product of (x) the aggregate amount of
		Excess Non-Principal Collections with respect to all the Excess Allocation
		Series in Group One for the related Payment Date and (y) a fraction, the
		numerator of which is the Non-Principal Shortfall for Series 2007-2 for such
		Payment Date and the denominator of which is the aggregate amount of
		Non-Principal Shortfalls for all the Excess Allocation Series in Group One for
		such Payment Date. The “Non-Principal Shortfall” for Series 2007-2 for any 
	 

	 
		 
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
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		Payment Date will be equal to the excess, if
		any, of (a) the full amount required to be paid, without duplication,
		pursuant to Sections
		4.4(a)(i) through (viii) on such
		Payment Date over (b) the Available Non-Principal Collections with
		respect to such Payment Date (excluding any portion thereof attributable to
		Excess Non-Principal Collections).
	 

	 
		SECTION 4.9. Shared Principal Collections. Subject to Section 8.5
		of the Indenture, Shared Principal Collections allocable to Series 2007-2 on
		any Transfer Date will be equal to the product of (x) the aggregate amount of
		Shared Principal Collections with respect to all Principal Sharing Series for
		such Transfer Date and (y) a fraction, the numerator of which is the Principal
		Shortfall for Series 2007-2 for such Transfer Date and the denominator of which
		is the aggregate amount of Principal Shortfalls for all the Series which are
		Principal Sharing Series for such Transfer Date. The “Principal Shortfall” for Series 2007-2 will be equal to (a) for any
		Transfer Date prior to the Transfer Date relating to the Expected Principal
		Payment Date, zero, and (b) for any Transfer Date relating to any Payment Date
		on or after the Expected Principal Payment Date, the Note Principal
		Balance.
	 

	 
		SECTION 4.10. Reserve Account.
	 

	 
		(a) On each Transfer Date, if the aggregate
		amount of Available Non-Principal Collections is less than the aggregate amount
		required to be paid or deposited pursuant to clauses (i)
		through (vi) of Section
		4.4(a), the Issuer shall withdraw from
		the Reserve Account the amount of such deficiency up to the Available Reserve
		Account Amount and shall apply such amount in accordance with such clauses of
		Section 4.4(a).
	 

	 
		(b) On the Series 2007-2 Final Maturity
		Date, and on any day following the occurrence of an Event of Default with
		respect to Series 2007-2 that has resulted in the acceleration of the Series
		2007-2 Notes, the Issuer shall withdraw from the Reserve Account the Available
		Reserve Account Amount and deposit such amount in the Distribution Account for
		payment to the Series 2007-2 Noteholders to fund any shortfalls in amounts owed
		to the Series 2007-2 Noteholders.
	 

	 
		(c) If on any Transfer Date, after giving
		effect to all withdrawals from the Reserve Account, the Available Reserve
		Account Amount is less than the Required Reserve Account Amount then in effect,
		Available Non-Principal Collections shall be deposited into the Reserve Account
		pursuant to Section
		4.4(a)(viii) up to the amount of the
		Reserve Account Deficiency.
	 

	 
		(d) If, after giving effect to all deposits
		to and withdrawals from the Reserve Account with respect to any Transfer Date,
		the amount on deposit in the Reserve Account exceeds the Required Reserve
		Account Amount, the Issuer shall withdraw an amount equal to such excess from
		the Reserve Account and distribute such amount to the Transferor on the related
		Payment Date. On the date on which the Reserve Account has been terminated,
		after giving effect to any withdrawal on such date pursuant to Section 4.10(a)
		or Section 4.10(b) and making any payments to the Series 2007-2
		Noteholders required pursuant to this Indenture Supplement, all amounts then
		remaining in the Reserve Account shall be released to the Issuer (and
		distributed by the Issuer to the Transferor or its assigns).
	 

	 
		 
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
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		(e) The Reserve Account will terminate on
		the earliest to occur of (i) the date on which the Note Principal Balance has
		been paid in full and all other amounts payable to the Series 2007-2
		Noteholders have been paid in full; (ii) the Series 2007-2 Final Maturity Date;
		and (iii) the termination of the Issuer.
	 

	 
		(f) On the Closing Date, the Issuer or the
		Transferor will deposit or cause to be deposited in the Reserve Account an
		amount equal to the Required Reserve Account Amount (determined after giving
		effect to the issuance of Series 2007-2 Notes on the Closing Date).
	 

	 
		SECTION 4.11. Investment of Amounts on Deposit in Series
		Accounts.
	 

	 
		(a) To the extent there are uninvested
		amounts deposited in the Series Accounts, the Issuer shall cause such amounts
		to be invested in Permitted Investments selected by the Issuer that mature no
		later than the following Transfer Date.
	 

	 
		(b) On each Transfer Date, the Investment
		Earnings, if any, accrued since the preceding Transfer Date on funds on deposit
		in the Reserve Account or the Principal Account shall be treated as Available
		Non-Principal Collections and paid or deposited in accordance with
		Section 4.4(a). Subject to the foregoing, for purposes of determining
		the availability of funds or the balance in the Reserve Account for any reason
		under this Indenture Supplement, all Investment Earnings shall be deemed not to
		be available or on deposit.
	 

	 
		SECTION 4.12. Controlled Accumulation Period. The Controlled Accumulation Period is scheduled to
		commence at the beginning of business on the Controlled Accumulation Date. On
		each Determination Date until the Controlled Accumulation Date, the Issuer
		shall review the amount of expected Principal Collections and determine the
		Controlled Accumulation Period Length; provided, that
		if the Controlled Accumulation Period Length (determined as described below) on
		any Determination Date is less than or more than the number of months in the
		scheduled Controlled Accumulation Period, upon written notice to the Indenture
		Trustee, with a copy to each Rating Agency, the Issuer shall either postpone or
		accelerate, as applicable, the date on which the Controlled Accumulation Period
		actually commences, so that as a result, the number of Monthly Periods in the
		Controlled Accumulation Period will equal the Controlled Accumulation Period
		Length; provided, that the length of the Controlled Accumulation Period
		will not be less than one (1) month. The “Controlled Accumulation Period Length” will mean a number of whole months such that the
		amount available for payment of principal on the Notes on the Expected
		Principal Payment Date is expected to equal or exceed the Note Principal
		Balance, assuming for this purpose that (1) the weighted average principal
		payment rate on the Receivables held by the Issuer will be no greater than the
		lowest weighted average monthly principal payment rate for the Receivables held
		by the Issuer for the prior twelve (12) Monthly Periods, (2) the total amount
		of Principal Receivables held by the Issuer in the Trust (and the principal
		amount on deposit in the Excess Funding Account, if any) remains constant at
		the level on such date of determination, (3) no Early Amortization Event with
		respect to any Series will subsequently occur and (4) no additional Series
		(other than any Series being issued on such date of determination) will be
		subsequently issued by the Issuer. Any notice by the Issuer modifying the
		commencement of the Controlled Accumulation Period pursuant to this
		Section 4.12 shall specify (i) the Controlled Accumulation Period
		Length and (ii) the commencement date of the Controlled Accumulation
		Period.
	 

	 
		 
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
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		SECTION 4.13. Determination of LIBOR.
	 

	 
		(a) On each LIBOR Determination Date in
		respect of an Interest Period, the Indenture Trustee shall determine LIBOR on
		the basis of the rate per annum displayed in the Bloomberg Financial Markets
		system as the composite offered rate for London interbank deposits for a
		one-month period, as of 11:00 a.m., London time, on that date. If that
		rate does not appear on that display page, LIBOR for that Interest Period will
		be the rate per annum shown on Reuters page LIBOR 01 or any successor page as
		the composite offered rate for London interbank deposits for a one-month
		period, as shown under the heading “USD” as of 11:00 a.m., London
		time, on the LIBOR Determination Date. If no rate is shown as described in the
		preceding two sentences, LIBOR for that Interest Period will be the rate per
		annum based on the rates at which U.S. dollar deposits for a one-month period
		are displayed on page “LIBOR” of the Reuters Monitor Money Rates
		Service or such other page as may replace the LIBOR page on that service for
		the purpose of displaying London interbank offered rates of major banks as of
		11:00 a.m., London time, on the LIBOR Determination Date; provided, that
		if at least two rates appear on that page, the rate will be the arithmetic mean
		of the displayed rates and if fewer than two rates are displayed, or if no rate
		is relevant, the rate for that Interest Period shall be determined on the basis
		of the rates at which deposits in United States dollars are offered by the
		Reference Banks at approximately 11:00 a.m., London time, on that day to
		prime banks in the London interbank market for a one-month period. The
		Indenture Trustee shall request the principal London office of each of the
		Reference Banks to provide a quotation of its rate. If at least two (2) such
		quotations are provided, LIBOR for that Interest Period shall be the arithmetic
		mean of all quotations provided. If fewer than two (2) quotations are provided
		as requested, LIBOR for that Interest Period will be the arithmetic mean of the
		rates quoted by major banks in New York City, selected by the Master Servicer,
		at approximately 11:00 a.m., New York City time, on that day for loans in
		United States dollars to leading European banks for a one-month period.
	 

	 
		(b) The Class A Note Interest Rate, Class B
		Note Interest Rate and Class C Note Interest Rate applicable to the then
		current and the immediately preceding Interest Periods may be obtained by
		telephoning the Indenture Trustee at (212) 250-4855 or such other telephone
		number as shall be designated by the Indenture Trustee for such purpose by
		prior written notice to each Series 2007-2 Noteholder from time to time.

	 

	 
		(c) On each LIBOR Determination Date, the
		Indenture Trustee shall send to the Issuer, by facsimile transmission,
		notification of LIBOR for the following Interest Period.
	 

	 
		ARTICLE V
	 

	 
		DELIVERY OF SERIES 2007-2
		NOTES;
	 

	 
		REPORTS TO SERIES 2007-2 NOTEHOLDERS
		
	 

	 
		SECTION 5.1. Delivery and Payment for the Series 2007-2
		Notes.
	 

	 
		The Issuer shall execute and issue, and the
		Authenticating Agent shall authenticate, the Series 2007-2 Notes in accordance
		with Section 2.2 of the Indenture. The Indenture Trustee shall deliver
		or cause to be delivered the Series 2007-2 Notes to or upon Issuer Order when
		so authenticated.
	 

	 
		 
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
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		SECTION 5.2. Reports and Statements to Series 2007-2
		Noteholders.
	 

	 
		(a) Not later than the second Business Day
		preceding each Payment Date, the Issuer shall deliver, or cause the Master
		Servicer to deliver to the Trustee, the Indenture Trustee (who shall deliver to
		or cause to be delivered to each Series 2007-2 Noteholder) and each Rating
		Agency a statement substantially in the form of Exhibit B
		prepared by the Master Servicer; provided, that
		the Issuer may amend the form of Exhibit
		B from time to time with the prior
		written consent of the Indenture Trustee.
	 

	 
		(b) On or before January 31 of each calendar
		year, beginning in the first January to occur after the Closing Date, the
		Indenture Trustee, on behalf of the Issuer, shall furnish or cause to be
		furnished to each Person who at any time during the preceding calendar year was
		a Series 2007-2 Noteholder the information for the preceding calendar year, or
		the applicable portion thereof during which the Person was a Noteholder, as is
		required to be provided by an issuer of indebtedness under the Code to the
		holders of the Issuer’s indebtedness and such other customary information
		as is necessary to enable such Noteholder to prepare its federal income tax
		returns. Notwithstanding anything to the contrary contained in this Agreement,
		the Indenture Trustee, on behalf of the Issuer, shall, to the extent required
		by applicable law, from time to time furnish to the appropriate Persons, at
		least five (5) Business Days prior to the end of the period required by
		applicable law, the information required to complete a Form 1099-INT.
	 

	 
		ARTICLE VI
	 

	 
		SERIES 2007-2 EARLY AMORTIZATION
		EVENTS
	 

	 
		SECTION 6.1. Series 2007-2 Early Amortization Events. If any one of the following events shall occur with
		respect to the Series 2007-2 Notes:
	 

	 
		(a) (i) failure on the part of Transferor to
		make any payment or deposit required to be made by it by the terms of the
		Second Tier Agreement on or before the date occurring five (5) Business Days
		after the date such payment or deposit is required to be made therein or (ii)
		failure of the Transferor duly to observe or perform in any material respect
		any of its covenants or agreements set forth in the Second Tier Agreement
		(excluding matters addressed by clause
		(i) above), which failure has a
		material adverse effect on Series 2007-2 and which continues unremedied for a
		period of sixty (60) days after the date on which written notice of such
		failure, requiring the same to be remedied, shall have been given to the Issuer
		or the Transferor, as applicable, by the Indenture Trustee, or to the Issuer,
		the Transferor and the Indenture Trustee by any Noteholder of the Series 2007-2
		Notes;
	 

	 
		(b) any representation or warranty made by
		the Transferor in the Second Tier Agreement or by the Issuer in the Indenture
		and the Indenture Supplement or any information contained in an account
		schedule required to be delivered by the Transferor pursuant to Section 2.1(b) or Section
		2.6(c) of the Second Tier Agreement
		shall prove to have been incorrect in any material respect when made or when
		delivered, which continues to be incorrect in any material respect for a period
		of sixty (60) days after the date on which written notice of the same,
		requiring the same to be remedied, shall have been given to the Issuer or
		Transferor, as applicable, by the Indenture Trustee, or to Transferor or the
		Issuer, as applicable, and the Indenture Trustee by any Noteholder of the
		Series 2007-2 Notes, and as a result of which the
	 

	 
		 
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
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		interests of Series 2007-2 are materially
		and adversely affected and continue to be materially and adversely affected for
		such period; provided, that a Series 2007-2 Early Amortization Event pursuant
		to this Section 6.1(b) shall not be deemed to have occurred hereunder if
		Transferor has accepted reassignment of the related Transferred Receivable or
		Transferred Receivables, if applicable, during such period in accordance with
		the provisions of the Second Tier Agreement;
	 

	 
		(c) a failure by Transferor under the Second
		Tier Agreement to convey Transferred Receivables in Additional Accounts (or to
		convey participations) to the Issuer when it is required to convey such
		Transferred Receivables (or to convey participations) pursuant to
		Section 2.6 of the Second Tier Agreement;
	 

	 
		(d) any Servicer Default or any Indenture
		Servicer Default shall occur;
	 

	 
		(e) (i) on any Determination Date occurring
		in the months of February through April, the average of the Monthly Payment
		Rates for the three (3) preceding Monthly Periods is less than eighteen percent
		(18%) (or a lower percentage designated by the Transferor if the Rating Agency
		Condition is satisfied with respect thereto), (ii) on any Determination Date
		occurring in the months of May or June, the average of the Monthly Payment
		Rates for the three (3) preceding Monthly Periods is less than twenty percent
		(20%) (or a lower percentage designated by the Transferor if the Rating Agency
		Condition is satisfied with respect thereto); (iii) on any Determination Date
		occurring in the months of July through October, the average of the Monthly
		Payment Rates for the three (3) preceding Monthly Periods is less than
		twenty-five percent (25%) (or a lower percentage designated by the Transferor
		if the Rating Agency Condition is satisfied with respect thereto), and (iv) on
		any Determination Date occurring in the months of November through January, the
		average of the Monthly Payment Rates for the three (3) preceding Monthly
		Periods is less than twenty percent (20%) (or a lower percentage designated by
		the Transferor if the Rating Agency Condition is satisfied with respect
		thereto);
	 

	 
		(f) the Note Principal Balance shall not be
		paid in full on the Expected Principal Payment Date;
	 

	 
		(g) without limiting the foregoing, the
		occurrence of an Event of Default with respect to the Series 2007-2 Notes that
		results in the acceleration of the maturity of the Series 2007-2 Notes pursuant
		to Section 5.3 of the Indenture; or
	 

	 
		(h) the sum of all investments (other than
		Receivables) held in trust accounts of the Issuer and, without duplication,
		amounts held in the Excess Funding Account, represents more than fifty percent
		(50%) of the dollar amount of the assets of the Issuer on each of six or more
		consecutive monthly Determination Dates, after giving effect to all payments
		made or to be made on the Payment Dates relating to those Determination Dates;
		or
	 

	 
		(i) (i) on any Payment Date, after giving
		effect to withdrawals from and deposits into the Reserve Account, the Reserve
		Account balance is less than the product of (A) the Required Reserve Account
		Percentage minus one-fourth of one percent (0.25%) and (B) the Note Principal
		Balance, or (ii) on the Payment Date after a withdrawal from the Reserve
		Account that does not result in an Early Amortization Event pursuant to the
		preceding clause, after giving effect to withdrawals from and deposits into the
		Reserve Account, the Reserve Account balance is less 
	 

	 
		 
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
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		than the product of (A) the Required Reserve
		Account Percentage and (B) the Note Principal Balance;
	 

	 
		then, in the case of any event described in
		subsection (a), (b) or
		(d), after the applicable grace period, if any, set forth
		in such subparagraphs, either the Indenture Trustee or the Noteholders of
		Series 2007-2 Notes evidencing more than fifty percent (50%) of the aggregate
		unpaid principal amount of Series 2007-2 Notes by notice then given in writing
		to the Issuer (and to the Indenture Trustee if given by the Series 2007-2
		Noteholders) may declare that a “Series Early Amortization Event”
		with respect to Series 2007-2 (a “Series 2007-2 Early Amortization Event”) has occurred as of the date of such notice, and,
		in the case of any event described in subsection (c),
		(e), (f),
		(g), (h) or
		(i), a Series 2007-2 Early Amortization Event shall occur
		without any notice or other action on the part of the Indenture Trustee or the
		Series 2007-2 Noteholders immediately upon the occurrence of such event.

	 

	 
		ARTICLE VII
	 

	 
		REDEMPTION OF SERIES 2007-2 NOTES;
		FINAL DISTRIBUTIONS; SERIES TERMINATION
	 

	 
		SECTION 7.1. Optional Redemption of Series 2007-2 Notes; Final
		Distributions.
	 

	 
		(a) On any day occurring on or after the
		date on which the outstanding principal balance of the Series 2007-2 Notes is
		reduced to ten percent (10%) or less of the Initial Collateral Amount, the
		Transferor has the option pursuant to the Trust Agreement to reduce the
		Collateral Amount to zero by paying a purchase price equal to the greater of
		(x) the Collateral Amount plus the Allocation Percentage of outstanding
		Non-Principal Receivables, and (y) (i) if such day is a Payment Date, the
		Reassignment Amount for such Payment Date or (ii) if such day is not a Payment
		Date, the Reassignment Amount for the Payment Date following such day. If
		Transferor exercises such option, the Issuer will apply such purchase price to
		repay the Series 2007-2 Notes in full as specified below.
	 

	 
		(b) In order to exercise such option, the
		Issuer shall give the Indenture Trustee at least thirty (30) days’ prior
		written notice of the date on which Transferor intends to exercise such
		optional redemption. Not later than 12:00 noon, New York City time, on the day
		of such redemption, the Issuer shall deposit into the Collection Account in
		immediately available funds the Reassignment Amount. Such redemption option is
		subject to payment in full of the Reassignment Amount. Following such deposit
		into the Collection Account in accordance with the foregoing, the Collateral
		Amount for Series 2007-2 shall be reduced to zero and the Series 2007-2
		Noteholders shall have no further security interest or other interest in the
		Transferred Receivables. The Reassignment Amount shall be paid as set forth in
		Section 7.1(d).
	 

	 
		(c) The amount to be paid by the Issuer with
		respect to Series 2007-2 in connection with a repurchase of the Series 2007-2
		Notes pursuant to Section
		10.1 of the Trust Agreement shall not
		be less than the Reassignment Amount for the Payment Date of such
		repurchase.
	 

	 
		(d) With respect to the Reassignment Amount
		deposited into the Collection Account pursuant to this Section 7.1
		or the net proceeds of any sale of Transferred Receivables pursuant to
		Section 5.3 of the Indenture with respect to Series 2007-2, the
		Indenture Trustee shall, in 
	 

	 
		 
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
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		accordance with an Issuer Order, not later
		than 12:00 noon, New York City time, on the related Payment Date, make payments
		of the following amounts (in the priority set forth below and, in each case,
		after giving effect to any deposits and payments otherwise to be made on such
		date) in immediately available funds: (i) an amount equal to the Class A
		Monthly Interest due and payable on such Payment Date (or any prior Payment
		Date that has not been paid) will be paid, pro rata, to the Class A
		Noteholders, to the extent permitted by applicable law, (ii) the Class A Note
		Principal Balance on such Payment Date will be paid, pro rata, to the Class A
		Noteholders, (iii) an amount equal to the Class B Monthly Interest due and
		payable on such Payment Date (or any prior Payment Date that has not been paid)
		will be paid, pro rata, to the Class B Noteholders, to the extent permitted by
		applicable law, (iv) the Class B Note Principal Balance on such Payment Date
		will be paid, pro rata, to the Class B Noteholders, (v) an amount equal to the
		Class C Monthly Interest due and payable on such Payment Date (or any prior
		Payment Date that has not been paid) will be paid, pro rata, to the Class C
		Noteholders to the extent permitted by applicable law, (vi) the Class C Note
		Principal Balance on such Payment Date will be paid, pro rata, to the Class C
		Noteholders, and (vii) any excess shall be released to the Issuer.
	 

	 
		SECTION 7.2. Series Termination.
	 

	 
		On the Series 2007-2 Final Maturity Date,
		the unpaid principal amount of the Series 2007-2 Notes shall be due and
		payable.
	 

	 
		ARTICLE VIII
	 

	 
		MISCELLANEOUS PROVISIONS
	 

	 
		SECTION 8.1. Ratification of Indenture; Amendments. As supplemented by this Indenture Supplement, the
		Indenture is in all respects ratified and confirmed and the Indenture as so
		supplemented by this Indenture Supplement shall be read, taken and construed as
		one and the same instrument. This Indenture Supplement may be amended only in
		accordance with the terms of Section
		9.1 or 9.2 of the
		Indenture. For purposes of the application of Section 9.2 of
		the Indenture to any amendment of this Indenture Supplement, the Series 2007-2
		Noteholders shall be the only Noteholders whose vote shall be required.
	 

	 
		SECTION 8.2.
		Form of Delivery of the Series 2007-2
		Notes. The Class A Notes, the Class B
		Notes and the Class C Notes shall be Book-Entry Notes and shall be delivered as
		provided in Sections 2.1 and 2.2 of the
		Indenture.
	 

	 
		SECTION 8.3. Counterparts.
		This Indenture Supplement may be executed in two or more counterparts, and by
		different parties on separate counterparts, each of which shall be an original,
		but all of which shall constitute one and the same instrument.
	 

	 
		SECTION 8.4. GOVERNING LAW.
	 

	 
		(a) THIS INDENTURE SUPPLEMENT AND THE OBLIGATIONS ARISING
		HEREUNDER SHALL IN ALL RESPECTS, INCLUDING ALL MATTERS OF CONSTRUCTION,
		VALIDITY AND PERFORMANCE, BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN
		ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING SECTIONS
		5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW, BUT WITHOUT REGARD TO ANY
		OTHER 
	 

	 
		 
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
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		CONFLICT OF LAWS PROVISIONS THEREOF) AND
		ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA.
	 

	 
		(b) EACH PARTY HERETO HEREBY CONSENTS AND AGREES THAT THE
		STATE OR FEDERAL COURTS LOCATED IN THE BOROUGH OF MANHATTAN IN NEW YORK
		CITY SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR
		DISPUTES BETWEEN THEM PERTAINING TO THIS INDENTURE SUPPLEMENT OR TO ANY MATTER
		ARISING OUT OF OR RELATING TO THIS INDENTURE SUPPLEMENT; PROVIDED,
		THAT EACH PARTY HERETO ACKNOWLEDGES THAT ANY APPEALS FROM THOSE COURTS MAY HAVE
		TO BE HEARD BY A COURT LOCATED OUTSIDE OF THE BOROUGH OF MANHATTAN IN NEW YORK
		CITY; PROVIDED,
		FURTHER, THAT NOTHING IN THIS INDENTURE SUPPLEMENT SHALL BE
		DEEMED OR OPERATE TO PRECLUDE THE INDENTURE TRUSTEE FROM BRINGING SUIT OR
		TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO REALIZE ON THE
		COLLATERAL OR ANY OTHER SECURITY FOR THE SERIES 2007-2 NOTES, OR TO
		ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF THE INDENTURE TRUSTEE. EACH
		PARTY HERETO SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION
		OR SUIT COMMENCED IN ANY SUCH COURT, AND EACH PARTY HERETO HEREBY WAIVES ANY
		OBJECTION THAT SUCH PARTY MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION,
		IMPROPER VENUE OR FORUM NON
		CONVENIENS AND HEREBY CONSENTS
		TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY
		SUCH COURT. EACH PARTY HERETO HEREBY WAIVES PERSONAL SERVICE OF THE SUMMONS,
		COMPLAINT AND OTHER PROCESS ISSUED IN ANY SUCH ACTION OR SUIT AND AGREES THAT
		SERVICE OF SUCH SUMMONS, COMPLAINT AND OTHER PROCESS MAY BE MADE BY REGISTERED
		OR CERTIFIED MAIL ADDRESSED TO SUCH PARTY AT ITS ADDRESS DETERMINED IN
		ACCORDANCE WITH SECTION 10.4 OF THE INDENTURE AND THAT SERVICE SO MADE SHALL BE
		DEEMED COMPLETED UPON THE EARLIER OF SUCH PARTY’S ACTUAL RECEIPT THEREOF
		OR THREE DAYS AFTER DEPOSIT IN THE UNITED STATES MAIL, PROPER POSTAGE PREPAID.
		NOTHING IN THIS SECTION SHALL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE
		LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.
	 

	 
		(c) BECAUSE DISPUTES ARISING IN CONNECTION WITH COMPLEX
		FINANCIAL TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN
		EXPERIENCED AND EXPERT PERSON AND THE PARTIES WISH APPLICABLE STATE AND FEDERAL
		LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE PARTIES DESIRE THAT THEIR
		DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS. THEREFORE, TO
		ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM AND OF
		ARBITRATION, THE PARTIES HERETO WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION,
		SUIT, OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE, WHETHER SOUNDING IN
		CONTRACT, TORT OR OTHERWISE, ARISING OUT OF, CONNECTED WITH, RELATED TO, OR
		
	 

	 
		 
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
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		INCIDENTAL TO THE RELATIONSHIP
		ESTABLISHED AMONG THEM IN CONNECTION WITH THIS INDENTURE SUPPLEMENT OR THE
		TRANSACTIONS CONTEMPLATED HEREBY.
	 

	 
		SECTION 8.5. Limitation of Liability. Notwithstanding any other provision herein or
		elsewhere, this Agreement has been executed and delivered by The Bank of New
		York (Delaware), not in its individual capacity, but solely in its capacity as
		Trustee of the Issuer, in no event shall The Bank of New York (Delaware) in its
		individual capacity have any liability in respect of the representations,
		warranties, or obligations of the Issuer hereunder or under any other document,
		as to all of which recourse shall be had solely to the assets of the Trust, and
		for all purposes of this Agreement and each other document, the Trustee (as
		such or in its individual capacity) shall be subject to, and entitled to the
		benefits of, the terms and provisions of the Trust Agreement.
	 

	 
		SECTION 8.6. Rights of the Indenture Trustee. The Indenture Trustee shall have herein the same
		rights, protections, indemnities and immunities as specified in the Master
		Indenture.
	 

	 
		SECTION 8.7. No Petition.
		Each holder of a Note by its acceptance of a Note will be deemed to covenant
		and agree that (i) it will not at any time directly or indirectly institute or
		cause to be instituted against the Issuer any bankruptcy, reorganization,
		arrangement, insolvency or liquidation proceeding or other proceeding under any
		Debtor Relief Law unless holders of not less than sixty-six and two-thirds
		percent (66 2/3%) of the Outstanding Principal Balance of each Class of each
		Series have approved such filing; and (ii) it will not at any time directly or
		indirectly institute or cause to be instituted against the Transferor any
		bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding
		or other proceeding under any Debtor Relief Law in connection with any
		obligation relating to the Notes, the Indenture or any of the Related
		Documents.
	 

	 
		SECTION 8.8. Amendments to Other Indenture
		Supplements. (a) Each of the series
		2005-1 indenture supplement, series 2005-2 indenture supplement, series 2006-1
		indenture supplement, series 2006-2 indenture supplement, series 2006-3
		indenture supplement, series 2006-4 indenture supplement and series 2007-1
		indenture supplement to the Indenture (collectively, the foregoing indenture
		supplements, the “Supplements”), each between the parties hereto, is hereby
		amended as described in this section below.
	 

	 
		(b) Minimum Free Equity Percentages. Section
		1.1(b) of each of the Supplements is
		amended by replacing the definition of the defined term “Minimum Free
		Equity Percentage” therein with the definition of the defined term
		“Minimum Free Equity Percentage” set forth in Section 1.1(b) of this Indenture Supplement.
	 

	 
		[SIGNATURE PAGES FOLLOW]
	 

	 
		 
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
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		IN WITNESS WHEREOF, the undersigned have
		caused this Indenture Supplement to be duly executed and delivered on the day
		and year first above written.
	 

	  

	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				  GE DEALER FLOORPLAN MASTER NOTE
				  TRUST, as Issuer
				

			 
	
				
				

			 	
				
				   
				

			 	
				
				  
 By: THE BANK OF NEW YORK
				  (DELAWARE), not in its individual capacity, but as Trustee on behalf of Issuer
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  
 By: 
				

			 	
				
				  /s/ Kristine K. Gullo
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name: 
				

			 	
				
				  Kristine K. Gullo
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title:
				

			 	
				
				  Vice President
				

			 

 

	 
		 
	 

	 	
			 
				 
			 

		  	
			  

			 

		  	
			 
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				  DEUTSCHE BANK TRUST COMPANY
				  AMERICAS, as Indenture Trustee
				

			 
	
				
				

			 	
				
				   
				

			 	
				
				  
 By: 
				

			 	
				/s/ Sue Kim
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name:
				

			 	

				
				  Sue Kim
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title:
				

			 	
				
				  Associate
				

			 
	
				
				

			 	
				
				   
				

			 	
				
				  
 By: 
				

			 	
				/s/ Irene Siegel
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name:
				

			 	

				
				  Irene Siegel
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title:
				

			 	
				
				  Vice President
				

			 

 

	 
		 
	 

	 	
			 
				 
			 

		  	
			  

			 

		  	
			 
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		EXHIBIT A-1
	 

	 
		FORM OF CLASS A SERIES 2007-2 ASSET BACKED
		NOTE
	 

	 
		UNLESS THIS NOTE IS PRESENTED BY AN
		AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
		CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF
		TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF
		CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
		REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH
		OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
		TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
		IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
		INTEREST HEREIN.
	 

	 
		THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE
		HEREOF COVENANTS AND AGREES THAT (I) IT WILL NOT AT ANY TIME DIRECTLY OR
		INDIRECTLY INSTITUTE OR CAUSE TO BE INSTITUTED AGAINST THE ISSUER ANY
		BANKRUPTCY, REORGANIZATION, ARRANGEMENT, INSOLVENCY OR LIQUIDATION PROCEEDING
		OR OTHER PROCEEDING UNDER ANY FEDERAL OR STATE BANKRUPTCY LAW UNLESS
		NOTEHOLDERS OF NOT LESS THAN SIXTY-SIX AND TWO-THIRDS PERCENT (66 2/3%) OF THE
		OUTSTANDING PRINCIPAL BALANCE OF EACH CLASS OF EACH SERIES HAVE APPROVED SUCH
		FILING; AND (II) IT WILL NOT AT ANY TIME DIRECTLY OR INDIRECTLY INSTITUTE OR
		CAUSE TO BE INSTITUTED AGAINST DISTRIBUTION FINANCIAL SERVICES FLOORPLAN MASTER
		TRUST OR CDF FUNDING, INC. ANY BANKRUPTCY, REORGANIZATION, ARRANGEMENT,
		INSOLVENCY OR LIQUIDATION PROCEEDING OR OTHER PROCEEDING UNDER ANY FEDERAL OR
		STATE BANKRUPTCY LAW IN CONNECTION WITH ANY OBLIGATION RELATING TO THE NOTES,
		THE INDENTURE OR ANY OF THE RELATED DOCUMENTS.
	 

	 
		THE HOLDER OF THIS CLASS A NOTE, BY
		ACCEPTANCE OF THIS NOTE, AND EACH HOLDER OF A BENEFICIAL INTEREST THEREIN,
		AGREE TO TREAT THE CLASS A NOTES AS INDEBTEDNESS FOR APPLICABLE FEDERAL, STATE,
		AND LOCAL INCOME AND FRANCHISE TAX LAW AND FOR PURPOSES OF ANY OTHER TAX
		IMPOSED ON, OR MEASURED BY, INCOME.
	 

	 
		BY ACQUIRING THIS NOTE (OR ANY INTEREST
		HEREIN), EACH PURCHASER AND TRANSFEREE SHALL BE DEEMED TO REPRESENT AND WARRANT
		THAT EITHER (I) IT IS NOT ACQUIRING THE NOTE WITH THE PLAN ASSETS OF (A) AN
		“EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE
		RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) WHICH IS
		SUBJECT TO TITLE I OF ERISA, (B) A “PLAN” AS DEFINED IN SECTION 4975
		OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), (C) AN
		ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS OF THE FOREGOING OR (D) A
		GOVERNMENTAL PLAN OR OTHER PLAN THAT IS SUBJECT TO APPLICABLE LAW THAT IS
		SUBSTANTIALLY SIMILAR TO THE FIDUCIARY RESPONSIBILITY 
	 

	 
		 
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
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		PROVISIONS OF ERISA OR SECTION 4975 OF THE
		CODE OR (II) THE ACQUISITION, HOLDING AND DISPOSITION OF, THIS NOTE (OR ANY
		INTEREST HEREIN) WILL NOT GIVE RISE TO A NON-EXEMPT PROHIBITED TRANSACTION
		UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (OR, IN THE CASE OF A
		GOVERNMENTAL PLAN OR OTHER PLAN, A VIOLATION OF ANY SUBSTANTIALLY SIMILAR
		LAW).
	 

	 
		 
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
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				  REGISTERED
				

			 	
				
				  $____________________
				

			 
	
				
				  No. R-
				

			 	
				
				  CUSIP NO.__________________
				

			 

 

	 
		GE DEALER FLOORPLAN MASTER NOTE TRUST

	 

	 
		SERIES 2007-2
	 

	 
		 
	 

	 
		CLASS A SERIES 2007-2 ASSET BACKED
		NOTE
	 

	 
		GE Dealer Floorplan Master Note Trust
		(herein referred to as the “Issuer” or the “Trust”), a
		Delaware statutory trust governed by an Amended and Restated Trust Agreement
		dated as of August 12, 2004, for value received, hereby promises to pay to Cede
		& Co., or registered assigns, subject to the following provisions, the
		principal sum of [  ] DOLLARS ($[________])1, or such
		greater or lesser amount as determined in accordance with the Indenture, on the
		Series 2007-2 Final Maturity Date, except as otherwise provided below or in the
		Indenture. The Issuer will pay interest on the unpaid principal amount of this
		Note at the rate and in the manner set forth in the Indenture Supplement
		referred to herein. Interest on this Note will accrue for each Payment Date
		from and including the most recent Payment Date on which interest has been paid
		to but excluding such Payment Date or, for the initial Payment Date, from and
		including the Closing Date to but excluding such Payment Date. Interest will be
		computed on the basis of a 360-day year and the actual number of days elapsed.
		Principal of this Note shall be paid in the manner specified in the Indenture
		Supplement referred to herein.
	 

	 
		The principal of and interest on this Note
		are payable in such coin or currency of the United States of America as at the
		time of payment is legal tender for payment of public and private debts.

	 

	 
		Unless the certificate of authentication
		hereon has been executed by or on behalf of the Indenture Trustee, by manual
		signature, this Note shall not be entitled to any benefit under the Indenture
		or the Indenture Supplement referred to herein, or be valid for any
		purpose.
	 

	 
		______________
	 

	 
			
				
				  1 
				

			 	
				
				  The aggregate amount of the Class A
				  Notes is equal to the Class A Note Initial Principal Balance. Book-entry notes
				  will be prepared in denominations not to exceed five hundred million dollars
				  ($500,000,000).
				

			 

 

	 
		 
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
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		IN WITNESS WHEREOF, the Issuer has caused
		this Class A Note to be duly executed.
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				  GE DEALER FLOORPLAN MASTER NOTE
				  
 TRUST, as
				  Issuer
				

			 
	
				
				

			 	
				
				   
				

			 	
				
				  
 By: THE BANK OF NEW YORK
				  
 (DELAWARE), not in its individual capacity but 
 solely as Trustee
				  on behalf of Issuer
				

			 

 

	 
		 
	 

	 
			
				
				

			 	
				
				   
				

			 	
				
				  By: 
				

			 	
				
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name:
				

			 	

				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title:
				

			 	
				
				   
				

			 
	
				
				  Dated:
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 

 

	 
		 
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
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		INDENTURE TRUSTEE’S CERTIFICATE OF
		AUTHENTICATION
	 

	 
		This is one of the Class A Notes described
		in the within-mentioned Indenture.
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  DEUTSCHE BANK TRUST COMPANY 

				  AMERICAS, as Indenture Trustee
				

			 

 

	 
		 
	 

	 
			
				
				

			 	
				
				   
				

			 	
				
				  By: 
				

			 	
				
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name:
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title:
				

			 	
				
				   
				

			 
	
				
				  Dated:
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 

 

	 
		 
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
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		GE DEALER FLOORPLAN MASTER NOTE TRUST

	 

	 
		SERIES 2007-2 
	 

	 
		CLASS A SERIES 2007-2 ASSET BACKED
		NOTE
	 

	 
		This Class A Note is one of a duly
		authorized issue of Notes of the Issuer, designated as GE Dealer Floorplan
		Master Note Trust, Series 2007-2 (the “Series 2007-2 Notes”), issued under a Master Indenture dated as of
		August 12, 2004 (as amended, modified or supplemented from time to time, the
		“Master Indenture”), between the Issuer and Deutsche Bank Trust
		Company Americas (successor in interest to Wilmington Trust Company), as
		indenture trustee (the “Indenture
		Trustee”), as supplemented by the
		Series 2007-2 Indenture Supplement dated as of August 2, 2007 (the
		“Indenture
		Supplement”), and representing the
		right to receive certain payments from the Issuer. The term
		“Indenture,” unless the context otherwise requires, refers to the
		Master Indenture as supplemented by the Indenture Supplement. The Notes are
		subject to all of the terms of the Indenture. All terms used in this Note that
		are defined in the Indenture shall have the meanings assigned to them in or
		pursuant to the Indenture. In the event of any conflict or inconsistency
		between the Indenture and this Note, the Indenture shall control.
	 

	 
		The Class B Notes and the Class C Notes will
		also be issued under the Indenture.
	 

	 
		The Noteholder, by its acceptance of this
		Note, agrees that it will look solely to the property of the Issuer allocated
		to the payment of this Note for payment hereunder and that neither the Trustee
		nor the Indenture Trustee is liable to the Noteholders for any amount payable
		under the Notes or the Indenture or, except in the case of the Indenture
		Trustee as expressly provided in the Indenture, subject to any liability under
		the Indenture.
	 

	 
		This Note does not purport to summarize the
		Indenture and reference is made to the Indenture for the interests, rights and
		limitations of rights, benefits, obligations and duties evidenced thereby, and
		the rights, duties and immunities of the Indenture Trustee.
	 

	 
		THIS CLASS A NOTE DOES NOT REPRESENT AN
		OBLIGATION OF CDF FUNDING, INC., GE COMMERCIAL DISTRIBUTION FINANCE
		CORPORATION, GENERAL ELECTRIC CAPITAL CORPORATION, POLARIS ACCEPTANCE,
		BRUNSWICK ACCEPTANCE COMPANY, LLC OR ANY OF THEIR AFFILIATES (OTHER THAN THE
		ISSUER), AND IS NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE
		CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY OR INSTRUMENTALITY.
	 

	 
		The Issuer, the Indenture Trustee and any
		agent of the Issuer or the Indenture Trustee shall treat the person in whose
		name this Class A Note is registered as the owner hereof for all purposes, and
		neither the Issuer, the Indenture Trustee nor any agent of the Issuer or the
		Indenture Trustee shall be affected by notice to the contrary.
	 

	 
		THIS CLASS A NOTE AND THE OBLIGATIONS
		ARISING HEREUNDER SHALL IN ALL RESPECTS, INCLUDING ALL MATTERS OF CONSTRUCTION,
		VALIDITY AND PERFORMANCE, BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN
	 

	 
		 
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
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		ACCORDANCE WITH, THE INTERNAL LAWS OF THE
		STATE OF NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE GENERAL
		OBLIGATIONS LAW, BUT WITHOUT REGARD TO ANY OTHER CONFLICT OF LAWS PROVISIONS
		THEREOF) AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA.
	 

	 
		 
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
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		ASSIGNMENT
	 

	 
		Social Security or other identifying number
		of assignee ________________________________________________
	 

	 
		FOR VALUE RECEIVED, the undersigned hereby
		sells, assigns and transfers unto ________________ (name and address of
		assignee) the within certificate and all rights thereunder, and hereby
		irrevocably constitutes and appoints ____________ attorney, to transfer said
		certificate on the books kept for registration thereof, with full power of
		substitution in the premises.
	 

	 
			
				
				  
 Dated:
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				

			 	
				
				  **
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Signature Guaranteed:
				

			 

 

	 
		______________
	 

	 
			
				
				  **
				

			 	
				
				  The signature to this assignment
				  must correspond with the name of the registered owner as it appears on the face
				  of the within Note in every particular, without alteration, enlargement or any
				  change whatsoever.
				

			 

 

	 
		 
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				  2007-2 Indenture
				  Supplement
				

			 

 

	  

	 

	 
		 
	 



	 
	 

	 

	 
		EXHIBIT A-2
	 

	 
		FORM OF CLASS B SERIES 2007-2 ASSET BACKED
		NOTE
	 

	 
		UNLESS THIS NOTE IS PRESENTED BY AN
		AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
		CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF
		TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF
		CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
		REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH
		OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
		TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
		IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
		INTEREST HEREIN.
	 

	 
		THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE
		HEREOF COVENANTS AND AGREES THAT (I) IT WILL NOT AT ANY TIME DIRECTLY OR
		INDIRECTLY INSTITUTE OR CAUSE TO BE INSTITUTED AGAINST THE ISSUER ANY
		BANKRUPTCY, REORGANIZATION, ARRANGEMENT, INSOLVENCY OR LIQUIDATION PROCEEDING
		OR OTHER PROCEEDING UNDER ANY FEDERAL OR STATE BANKRUPTCY LAW UNLESS
		NOTEHOLDERS OF NOT LESS THAN SIXTY-SIX AND TWO-THIRDS PERCENT (66 2/3%) OF THE
		OUTSTANDING PRINCIPAL BALANCE OF EACH CLASS OF EACH SERIES HAVE APPROVED SUCH
		FILING; AND (II) IT WILL NOT AT ANY TIME DIRECTLY OR INDIRECTLY INSTITUTE OR
		CAUSE TO BE INSTITUTED AGAINST DISTRIBUTION FINANCIAL SERVICES FLOORPLAN MASTER
		TRUST OR CDF FUNDING, INC. ANY BANKRUPTCY, REORGANIZATION, ARRANGEMENT,
		INSOLVENCY OR LIQUIDATION PROCEEDING OR OTHER PROCEEDING UNDER ANY FEDERAL OR
		STATE BANKRUPTCY LAW IN CONNECTION WITH ANY OBLIGATION RELATING TO THE NOTES,
		THE INDENTURE OR ANY OF THE RELATED DOCUMENTS.
	 

	 
		THE HOLDER OF THIS CLASS B NOTE, BY
		ACCEPTANCE OF THIS NOTE, AND EACH HOLDER OF A BENEFICIAL INTEREST THEREIN,
		AGREE TO TREAT THE CLASS B NOTES AS INDEBTEDNESS FOR APPLICABLE FEDERAL, STATE,
		AND LOCAL INCOME AND FRANCHISE TAX LAW AND FOR PURPOSES OF ANY OTHER TAX
		IMPOSED ON, OR MEASURED BY, INCOME.
	 

	 
		BY ACQUIRING THIS NOTE (OR ANY INTEREST
		HEREIN), EACH PURCHASER AND TRANSFEREE SHALL BE DEEMED TO REPRESENT AND WARRANT
		THAT EITHER (I) IT IS NOT ACQUIRING THE NOTE WITH THE PLAN ASSETS OF (A) AN
		“EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE
		RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) WHICH IS
		SUBJECT TO TITLE I OF ERISA, (B) A “PLAN” AS DEFINED IN SECTION 4975
		OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), (C) AN
		ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS OF THE FOREGOING OR (D) A
		GOVERNMENTAL PLAN OR OTHER PLAN THAT IS SUBJECT TO APPLICABLE LAW THAT IS
		SUBSTANTIALLY SIMILAR TO THE FIDUCIARY RESPONSIBILITY
	 

	 
		 
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
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				  Supplement
				

			 

 

	  

	 

	 
		 
	 



	 
	 

	 

	 
		PROVISIONS OF ERISA OR SECTION 4975 OF THE
		CODE OR (II) THE ACQUISITION, HOLDING AND DISPOSITION OF, THIS NOTE (OR ANY
		INTEREST HEREIN) WILL NOT GIVE RISE TO A NON-EXEMPT PROHIBITED TRANSACTION
		UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (OR, IN THE CASE OF A
		GOVERNMENTAL PLAN OR OTHER PLAN, A VIOLATION OF ANY SUBSTANTIALLY SIMILAR
		LAW).
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
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				  Supplement
				

			 

 

	  

	 

	 
		 
	 



	 
	 

	 

	 
		 
	 

	 
			
				
				  REGISTERED
				

			 	
				
				  $____________________
				

			 
	
				
				  No. R-
				

			 	
				
				  CUSIP NO.__________________
				

			 

 

	 
		GE DEALER FLOORPLAN MASTER NOTE TRUST

	 

	 
		SERIES 2007-2
	 

	 
		 
	 

	 
		CLASS B SERIES 2007-2 ASSET BACKED
		NOTE
	 

	 
		GE Dealer Floorplan Master Note Trust
		(herein referred to as the “Issuer” or the “Trust”), a
		Delaware statutory trust governed by an Amended and Restated Trust Agreement
		dated as of August 12, 2004, for value received, hereby promises to pay to Cede
		& Co., or registered assigns, subject to the following provisions, the
		principal sum of [  ] DOLLARS ($[_________]), or such greater or
		lesser amount as determined in accordance with the Indenture, on the Series
		2007-2 Final Maturity Date, except as otherwise provided below or in the
		Indenture. The Issuer will pay interest on the unpaid principal amount of this
		Note at the rate and the manner set forth in the Indenture Supplement referred
		to herein. Interest on this Note will accrue for each Payment Date from and
		including the most recent Payment Date on which interest has been paid to but
		excluding such Payment Date or, for the initial Payment Date, from and
		including the Closing Date to but excluding such Payment Date. Interest will be
		computed on the basis of a 360-day year and the actual number of days elapsed.
		Principal of this Note shall be paid in the manner specified in the Indenture
		Supplement referred to herein.
	 

	 
		The principal of and interest on this Note
		are payable in such coin or currency of the United States of America as at the
		time of payment is legal tender for payment of public and private debts.

	 

	 
		Unless the certificate of authentication
		hereon has been executed by or on behalf of the Indenture Trustee, by manual
		signature, this Note shall not be entitled to any benefit under the Indenture
		or the Indenture Supplement referred to herein, or be valid for any
		purpose.
	 

	 
		 
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
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				  Supplement
				

			 

 

	  

	 

	 
		 
	 



	 
	 

	 

	 
		IN WITNESS WHEREOF, the Issuer has caused
		this Class B Note to be duly executed.
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				  GE DEALER FLOORPLAN MASTER NOTE
				  
 TRUST, as Issuer
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  By: THE BANK OF NEW YORK
 (DELAWARE), not in its individual capacity but 
 solely as
				  Trustee on behalf of Issuer
				

			 
	
				
				

			 	
				
				   
				

			 	
				
				  
 By: 
				

			 	
				
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name:
				

			 	

				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title:
				

			 	
				
				   
				

			 

 

	 
		Dated:
	 

	 
		 
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
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				  Supplement
				

			 

 

	  

	 

	 
		 
	 



	 
	 

	 

	 
		INDENTURE TRUSTEE’S CERTIFICATE OF
		AUTHENTICATION
	 

	 
		This is one of the Class B Notes described
		in the within-mentioned Indenture.
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				  DEUTSCHE BANK TRUST COMPANY 

				  AMERICAS, as Indenture Trustee
				

			 
	
				
				

			 	
				
				   
				

			 	
				
				  
 By: 
				

			 	
				
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name:
				

			 	

				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title:
				

			 	
				
				   
				

			 

 

	 
		Dated: 
	 

	 
		 
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
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				  Supplement
				

			 

 

	  

	 

	 
		 
	 



	 
	 

	 

	 
		GE DEALER FLOORPLAN MASTER NOTE TRUST

	 

	 
		SERIES 2007-2
	 

	 
		 
	 

	 
		CLASS B SERIES 2007-2 ASSET BACKED
		NOTE
	 

	 
		 
	 

	 
		This Class B Note is one of a duly
		authorized issue of Notes of the Issuer, designated as GE Dealer Floorplan
		Master Note Trust, Series 2007-2 (the “Series 2007-2 Notes”), issued under a Master Indenture dated as of
		August 12, 2004 (as amended, modified or supplemented from time to time, the
		“Master Indenture”), between the Issuer and Deutsche Bank Trust
		Company Americas (successor in interest to Wilmington Trust Company), as
		indenture trustee (the “Indenture
		Trustee”), as supplemented by the
		Series 2007-2 Indenture Supplement dated as of August 2, 2007 (the
		“Indenture
		Supplement”), and representing the
		right to receive certain payments from the Issuer. The term
		“Indenture,” unless the context otherwise requires, refers to the
		Master Indenture as supplemented by the Indenture Supplement. The Notes are
		subject to all of the terms of the Indenture. All terms used in this Note that
		are defined in the Indenture shall have the meanings assigned to them in or
		pursuant to the Indenture. In the event of any conflict or inconsistency
		between the Indenture and this Note, the Indenture shall control.
	 

	 
		The Class A Notes and the Class C Notes will
		also be issued under the Indenture.
	 

	 
		The Noteholder, by its acceptance of this
		Note, agrees that it will look solely to the property of the Issuer allocated
		to the payment of this Note for payment hereunder and that neither the Trustee
		nor the Indenture Trustee is liable to the Noteholders for any amount payable
		under the Notes or the Indenture or, except in the case of the Indenture
		Trustee as expressly provided in the Indenture, subject to any liability under
		the Indenture.
	 

	 
		This Note does not purport to summarize the
		Indenture and reference is made to the Indenture for the interests, rights and
		limitations of rights, benefits, obligations and duties evidenced thereby, and
		the rights, duties and immunities of the Indenture Trustee.
	 

	 
		THIS CLASS B NOTE DOES NOT REPRESENT AN
		OBLIGATION OF CDF FUNDING, INC., GE COMMERCIAL DISTRIBUTION FINANCE
		CORPORATION, GENERAL ELECTRIC CAPITAL CORPORATION, POLARIS ACCEPTANCE,
		BRUNSWICK ACCEPTANCE COMPANY, LLC OR ANY OF THEIR AFFILIATES (OTHER THAN THE
		ISSUER), AND IS NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE
		CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY OR INSTRUMENTALITY.
	 

	 
		The Issuer, the Indenture Trustee and any
		agent of the Issuer or the Indenture Trustee shall treat the person in whose
		name this Class B Note is registered as the owner hereof for all purposes, and
		neither the Issuer, the Indenture Trustee nor any agent of the Issuer or the
		Indenture Trustee shall be affected by notice to the contrary.
	 

	 
		THIS CLASS B NOTE AND THE OBLIGATIONS
		ARISING HEREUNDER SHALL IN ALL RESPECTS, INCLUDING ALL MATTERS OF CONSTRUCTION,
		VALIDITY AND PERFORMANCE, BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN 

	 

	 
		 
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				  2007-2 Indenture
				  Supplement
				

			 

 

	  

	 

	 
		 
	 



	 
	 

	 

	 
		ACCORDANCE WITH, THE INTERNAL LAWS OF THE
		STATE OF NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE GENERAL
		OBLIGATIONS LAW, BUT WITHOUT REGARD TO ANY OTHER CONFLICT OF LAWS PROVISIONS
		THEREOF) AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA.
	 

	 
		 
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
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				  Supplement
				

			 

 

	  

	 

	 
		 
	 



	 
	 

	 

	 
		ASSIGNMENT
	 

	 
		Social Security or other identifying number
		of assignee _________________________________
	 

	 
		FOR VALUE RECEIVED, the undersigned hereby
		sells, assigns and transfers unto ________________ (name and address of
		assignee) the within certificate and all rights thereunder, and hereby
		irrevocably constitutes and appoints _______________ attorney, to transfer said
		certificate on the books kept for registration thereof, with full power of
		substitution in the premises.
	 

	 
			
				
				  
 Dated:
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				

			 	
				
				  **
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Signature Guaranteed:
				

			 

 

	 
		______________
	 

	 
			
				
				  **
				

			 	
				
				  The signature to this assignment
				  must correspond with the name of the registered owner as it appears on the face
				  of the within Note in every particular, without alteration, enlargement or any
				  change whatsoever.
				

			 

 

	 
		 
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				  2007-2 Indenture
				  Supplement
				

			 

 

	  

	 

	 
		 
	 



	 
	 

	 

	 
		EXHIBIT A-3
	 

	 
		FORM OF CLASS C SERIES 2007-2 ASSET BACKED
		NOTE
	 

	 
		UNLESS THIS NOTE IS PRESENTED BY AN
		AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
		CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF
		TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF
		CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
		REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH
		OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
		TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
		IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
		INTEREST HEREIN.
	 

	 
		THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE
		HEREOF COVENANTS AND AGREES THAT (I) IT WILL NOT AT ANY TIME DIRECTLY OR
		INDIRECTLY INSTITUTE OR CAUSE TO BE INSTITUTED AGAINST THE ISSUER ANY
		BANKRUPTCY, REORGANIZATION, ARRANGEMENT, INSOLVENCY OR LIQUIDATION PROCEEDING
		OR OTHER PROCEEDING UNDER ANY FEDERAL OR STATE BANKRUPTCY LAW UNLESS
		NOTEHOLDERS OF NOT LESS THAN SIXTY-SIX AND TWO-THIRDS PERCENT (66 2/3%) OF THE
		OUTSTANDING PRINCIPAL BALANCE OF EACH CLASS OF EACH SERIES HAVE APPROVED SUCH
		FILING; AND (II) IT WILL NOT AT ANY TIME DIRECTLY OR INDIRECTLY INSTITUTE OR
		CAUSE TO BE INSTITUTED AGAINST DISTRIBUTION FINANCIAL SERVICES FLOORPLAN MASTER
		TRUST OR CDF FUNDING, INC. ANY BANKRUPTCY, REORGANIZATION, ARRANGEMENT,
		INSOLVENCY OR LIQUIDATION PROCEEDING OR OTHER PROCEEDING UNDER ANY FEDERAL OR
		STATE BANKRUPTCY LAW IN CONNECTION WITH ANY OBLIGATION RELATING TO THE NOTES,
		THE INDENTURE OR ANY OF THE RELATED DOCUMENTS.
	 

	 
		THE HOLDER OF THIS CLASS C NOTE, BY
		ACCEPTANCE OF THIS NOTE, AND EACH HOLDER OF A BENEFICIAL INTEREST THEREIN,
		AGREE TO TREAT THE CLASS C NOTES AS INDEBTEDNESS FOR APPLICABLE FEDERAL, STATE,
		AND LOCAL INCOME AND FRANCHISE TAX LAW AND FOR PURPOSES OF ANY OTHER TAX
		IMPOSED ON, OR MEASURED BY, INCOME.
	 

	 
		BY ACQUIRING THIS NOTE (OR ANY INTEREST
		HEREIN), EACH PURCHASER AND TRANSFEREE SHALL BE DEEMED TO REPRESENT AND WARRANT
		THAT EITHER (I) IT IS NOT ACQUIRING THE NOTE WITH THE PLAN ASSETS OF (A) AN
		“EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE
		RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) WHICH IS
		SUBJECT TO TITLE I OF ERISA, (B) A “PLAN” AS DEFINED IN SECTION 4975
		OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), (C) AN
		ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS OF THE FOREGOING OR (D) A
		GOVERNMENTAL PLAN OR OTHER PLAN THAT IS SUBJECT TO APPLICABLE LAW THAT IS
		SUBSTANTIALLY SIMILAR TO THE FIDUCIARY RESPONSIBILITY 
	 

	 
		 
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				  2007-2 Indenture
				  Supplement
				

			 

 

	  

	 

	 
		 
	 



	 
	 

	 

	 
		PROVISIONS OF ERISA OR SECTION 4975 OF THE
		CODE OR (II) THE ACQUISITION, HOLDING AND DISPOSITION OF, THIS NOTE (OR ANY
		INTEREST HEREIN) WILL NOT GIVE RISE TO A NON-EXEMPT PROHIBITED TRANSACTION
		UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (OR, IN THE CASE OF A
		GOVERNMENTAL PLAN OR OTHER PLAN, A VIOLATION OF ANY SUBSTANTIALLY SIMILAR
		LAW).
	 

	 
		 
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
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				  Supplement
				

			 

 

	  

	 

	 
		 
	 



	 
	 

	 

	 
		 
	 

	 
			
				
				  REGISTERED
				

			 	
				
				  $____________________
				

			 
	
				
				  No. R-
				

			 	
				
				  CUSIP NO.__________________
				

			 

 

	 
		GE DEALER FLOORPLAN MASTER NOTE TRUST

	 

	 
		SERIES 2007-2
	 

	 
		 
	 

	 
		CLASS C SERIES 2007-2 ASSET BACKED
		NOTE
	 

	 
		GE Dealer Floorplan Master Note Trust
		(herein referred to as the “Issuer” or the “Trust”), a
		Delaware statutory trust governed by an Amended and Restated Trust Agreement
		dated as of August 12, 2004, for value received, hereby promises to pay to Cede
		& Co., or registered assigns, subject to the following provisions, the
		principal sum of [  ] DOLLARS ($[_________]), or such greater or
		lesser amount as determined in accordance with the Indenture, on the Series
		2007-2 Final Maturity Date, except as otherwise provided below or in the
		Indenture. The Issuer will pay interest on the unpaid principal amount of this
		Note at the rate and in the manner set forth in the Indenture Supplement
		referred to herein. Interest on this Note will accrue for each Payment Date
		from and including the most recent Payment Date on which interest has been paid
		to but excluding such Payment Date or, for the initial Payment Date, from and
		including the Closing Date to but excluding such Payment Date. Interest will be
		computed on the basis of a 360-day year and the actual number of days elapsed.
		Principal of this Note shall be paid in the manner specified in the Indenture
		Supplement referred to herein.
	 

	 
		The principal of and interest on this Note
		are payable in such coin or currency of the United States of America as at the
		time of payment is legal tender for payment of public and private debts.

	 

	 
		Unless the certificate of authentication
		hereon has been executed by or on behalf of the Indenture Trustee, by manual
		signature, this Note shall not be entitled to any benefit under the Indenture
		or the Indenture Supplement referred to herein, or be valid for any
		purpose.
	 

	 
		 
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				  2007-2 Indenture
				  Supplement
				

			 

 

	  

	 

	 
		 
	 



	 
	 

	 

	 
		IN WITNESS WHEREOF, the Issuer has caused
		this Class C Note to be duly executed.
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				  GE DEALER FLOORPLAN MASTER NOTE
				  TRUST, as Issuer
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  By: THE BANK OF NEW YORK (DELAWARE), not in its individual capacity but solely as Trustee
				  on behalf of Issuer
				

			 
	
				
				

			 	
				
				   
				

			 	
				
				  
 By: 
				

			 	
				
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name:
				

			 	

				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title:
				

			 	
				
				   
				

			 

 

	 
		Dated: 
	 

	 
		 
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
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				  Supplement
				

			 

 

	  

	 

	 
		 
	 



	 
	 

	 

	 
		INDENTURE TRUSTEE’S CERTIFICATE OF
		AUTHENTICATION
	 

	 
		This is one of the Class C Notes described
		in the within-mentioned Indenture.
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				  DEUTSCHE BANK TRUST COMPANY
				  AMERICAS, as Indenture Trustee
				

			 
	
				
				

			 	
				
				   
				

			 	
				
				  
 By: 
				

			 	
				
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name:
				

			 	

				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title:
				

			 	
				
				   
				

			 

 

	 
		Dated: 
	 

	 
		 
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				  2007-2 Indenture
				  Supplement
				

			 

 

	  

	 

	 
		 
	 



	 
	 

	 

	 
		GE DEALER FLOORPLAN MASTER NOTE TRUST

	 

	 
		SERIES 2007-2
	 

	 
		 
	 

	 
		CLASS C SERIES 2007-2 ASSET BACKED
		NOTE
	 

	 
		This Class C Note is one of a duly
		authorized issue of Notes of the Issuer, designated as GE Dealer Floorplan
		Master Note Trust, Series 2007-2 (the “Series 2007-2 Notes”), issued under a Master Indenture dated as of
		August 12, 2004 (as amended, modified or supplemented from time to time, the
		“Master Indenture”), between the Issuer and Deutsche Bank Trust
		Company Americas (successor in interest to Wilmington Trust Company), as
		indenture trustee (the “Indenture
		Trustee”), as supplemented by the
		Series 2007-2 Indenture Supplement dated as of August 2, 2007 (the
		“Indenture
		Supplement”), and representing the
		right to receive certain payments from the Issuer. The term
		“Indenture,” unless the context otherwise requires, refers to the
		Master Indenture as supplemented by the Indenture Supplement. The Notes are
		subject to all of the terms of the Indenture. All terms used in this Note that
		are defined in the Indenture shall have the meanings assigned to them in or
		pursuant to the Indenture. In the event of any conflict or inconsistency
		between the Indenture and this Note, the Indenture shall control.
	 

	 
		The Class A Notes and the Class B Notes will
		also be issued under the Indenture.
	 

	 
		The Noteholder, by its acceptance of this
		Note, agrees that it will look solely to the property of the Issuer allocated
		to the payment of this Note for payment hereunder and that neither the Trustee
		nor the Indenture Trustee is liable to the Noteholders for any amount payable
		under the Notes or the Indenture or, except in the case of the Indenture
		Trustee as expressly provided in the Indenture, subject to any liability under
		the Indenture.
	 

	 
		This Note does not purport to summarize the
		Indenture and reference is made to the Indenture for the interests, rights and
		limitations of rights, benefits, obligations and duties evidenced thereby, and
		the rights, duties and immunities of the Indenture Trustee.
	 

	 
		THIS CLASS C NOTE DOES NOT REPRESENT AN
		OBLIGATION OF CDF FUNDING, INC., GE COMMERCIAL DISTRIBUTION FINANCE
		CORPORATION, GENERAL ELECTRIC CAPITAL CORPORATION, POLARIS ACCEPTANCE,
		BRUNSWICK ACCEPTANCE COMPANY, LLC OR ANY OF THEIR AFFILIATES (OTHER THAN THE
		ISSUER), AND IS NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE
		CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY OR INSTRUMENTALITY.
	 

	 
		The Issuer, the Indenture Trustee and any
		agent of the Issuer or the Indenture Trustee shall treat the person in whose
		name this Class C Note is registered as the owner hereof for all purposes, and
		neither the Issuer, the Indenture Trustee nor any agent of the Issuer or the
		Indenture Trustee shall be affected by notice to the contrary.
	 

	 
		THIS CLASS C NOTE AND THE OBLIGATIONS
		ARISING HEREUNDER SHALL IN ALL RESPECTS, INCLUDING ALL MATTERS OF CONSTRUCTION,
		VALIDITY AND PERFORMANCE, BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN 

	 

	 
		 
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				  2007-2 Indenture
				  Supplement
				

			 

 

	  

	 

	 
		 
	 



	 
	 

	 

	 
		ACCORDANCE WITH, THE INTERNAL LAWS OF THE
		STATE OF NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE GENERAL
		OBLIGATIONS LAW, BUT WITHOUT REGARD TO ANY OTHER CONFLICT OF LAWS PROVISIONS
		THEREOF) AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA.
	 

	 
		 
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				  2007-2 Indenture
				  Supplement
				

			 

 

	  

	 

	 
		 
	 



	 
	 

	 

	 
		ASSIGNMENT
	 

	 
		Social Security or other identifying number
		of assignee _______________________________________________
	 

	 
		FOR VALUE RECEIVED, the undersigned hereby
		sells, assigns and transfers unto __________________ (name and address of
		assignee) the within certificate and all rights thereunder, and hereby
		irrevocably constitutes and appoints ________________ attorney, to transfer
		said certificate on the books kept for registration thereof, with full power of
		substitution in the premises.
	 

	 
			
				
				  
 Dated:
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				

			 	
				
				  **
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Signature Guaranteed:
				

			 

 

	 
		______________
	 

	 
			
				
				  **
				

			 	
				
				  The signature to this assignment
				  must correspond with the name of the registered owner as it appears on the face
				  of the within Note in every particular, without alteration, enlargement or any
				  change whatsoever.
				

			 

 

	 
		 
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				  2007-2 Indenture
				  Supplement
				

			 

 

	  

	 

	 
		 
	 



	 
	 

	 

	 
		EXHIBIT B
	 

	 
		Form of Monthly Servicer’s
		Certificate
	 

	 
		[On file with GECC]
	 

	 
		 
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				  2007-2 Indenture
				  Supplement