Exhibit 4.1


 





	GE DEALER FLOORPLAN MASTER NOTE TRUST,
	 
	as Issuer,
	 
	and
	 
	DEUTSCHE BANK TRUST COMPANY AMERICAS,
	 
	as Indenture Trustee
	 
	SERIES 2012-1 INDENTURE SUPPLEMENT
	Dated as of February 22, 2012


 


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Table
of Contents


 


	 	 	Page
	 	 	 
	ARTICLE I            Definitions	1
	 	 
	SECTION 1.1.	Definitions	1
	SECTION 1.2.	Incorporation of Terms	10
	 	 	 
	ARTICLE II             Creation of the Series 2012-1 Notes	11
	 	 
	SECTION 2.1.	Designation	11
	SECTION 2.2.	Transfer Restrictions	11
	 	 	 
	ARTICLE III          REPRESENTATIONS, WARRANTIES and Covenants	13
	 	 	 
	SECTION 3.1.	Representations, Warranties and Covenants with respect to ERISA	13
	 	 	 
	ARTICLE IV          Rights of Series 2012-1 Noteholders and Allocation and Application of Collections	13
	 	 
	SECTION 4.1.	Determination of Interest and Principal	13
	SECTION 4.2.	Establishment of Accounts	14
	SECTION 4.3.	Calculations and Series Allocations	15
	SECTION 4.4.	Application of Available Non-Principal Collections and Available Principal Collections	17
	SECTION 4.5.	Payments	20
	SECTION 4.6.	Investor Charge-Offs	21
	SECTION 4.7.	Reallocated Principal Collections	21
	SECTION 4.8.	Excess Non-Principal Collections	21
	SECTION 4.9.	Shared Principal Collections	22
	SECTION 4.10.	Reserve Account	22
	SECTION 4.11.	Investment of Amounts on Deposit in Series Accounts	23
	SECTION 4.12.	Controlled Accumulation Period	23
	SECTION 4.13.	Determination of LIBOR	24
	 	 	 
	ARTICLE V           Delivery of Series 2012-1 Notes; Reports to Series 2012-1 Noteholders	24
	 	 
	SECTION 5.1.	Delivery and Payment for the Series 2012-1 Notes	24
	SECTION 5.2.	Reports and Statements to Series 2012-1 Noteholders	25
	 	 	 
	ARTICLE VI          Series 2012-1 Early Amortization Events	25
	 	 
	SECTION 6.1.	Series 2012-1 Early Amortization Events	25
	 	 	 	 





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Table
of Contents


(continued)







	 	Page
	 	 
	ARTICLE VII         Redemption of Series 2012-1 Notes; Final Distributions; Series Termination	27
	 	 
	SECTION 7.1.	Optional Redemption of Series 2012-1 Notes; Final Distributions	27
	SECTION 7.2.	Series Termination	28
	 	 	 
	ARTICLE VIII        Miscellaneous Provisions	28
	 	 
	SECTION 8.1.	Ratification of Indenture; Amendments	28
	SECTION 8.2.	Form of Delivery of the Series 2012-1 Notes	28
	SECTION 8.3.	Counterparts	28
	SECTION 8.4.	GOVERNING LAW	29
	SECTION 8.5.	Limitation of Liability	30
	SECTION 8.6.	Rights of the Indenture Trustee	30
	SECTION 8.7.	No Petition	30
	SECTION 8.8.	Notes to be Treated as Debt for Tax	30
	SECTION 8.9.	Notice Address for Rating Agencies	30







  





	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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This SERIES 2012-1 INDENTURE
SUPPLEMENT, dated as of February 22, 2012 (this “Indenture Supplement”), is 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 thereunder as provided in the Indenture referred to below, the “Indenture Trustee”)
under the Master Indenture, dated as of August 12, 2004 (as amended or supplemented, the “Indenture”), between
the Issuer and the Indenture Trustee (as successor in interest to Wilmington Trust Company).


 


The Principal Terms of
Series 2012-1 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)          Each
capitalized term defined herein relates only to Series 2012-1 and to no other Series. Whenever used in this Indenture Supplement,
the following words and phrases shall have the following meanings:


 


“Accumulation
Shortfall” means (a) for the first Transfer Date during the Controlled Accumulation Period, zero; and (b) thereafter,
for any Transfer Date during the Controlled Accumulation Period, the excess, if any, of the Controlled Deposit Amount for the previous
Payment Date over the amount deposited into the Principal Account pursuant to Section 4.4(c)(i) for the previous Transfer
Date.


 


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


 


“Administration
Agreement” means the Administration Agreement, dated as of August 12, 2004, among 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 for 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 Monthly Period during which the Closing Date occurs,
the Closing Date; and


 


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(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; provided that on and after the date on which an amount equal to the Note Principal Balance
and the Principal Overcollateralization Amount has been deposited into the Principal Account, the numerator for Principal Collections
shall equal zero; and


 


(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
as most recently determined, 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 opening of business
on the first day of the Monthly Period for which the Allocation Percentage is being determined; provided that for purposes of subclause
(ii) of this clause (b), the Collateral Amount for the Series 2012-1 Notes shall be included in the calculation made on the first
day of the Monthly Period that includes 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 2012-1 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 2012-1 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 2012-1 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 2012-1 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.


 


“Benefit Plan”
means (i) an “employee benefit plan” as defined in Section 3(3) of ERISA, that is subject to Title I of ERISA, (ii)
a “plan” as defined in Section 4975(e)(1) of the Code that is subject to Section 4975 of the Code or (iii) an entity
whose underlying assets include plan assets by reason of investment by an employee benefit plan or plan in such entity.


 


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


 


“Class A Note
Initial Principal Balance” means four-hundred million dollars ($750,000,000).


 


“Class A Note
Interest Rate” means a per annum rate of fifty-seven hundredths of one percent (0.57%) 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.


 


“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 sum 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 eight million four-hundred twenty-one thousand one hundred dollars ($15,789,500).


 


“Class B Note
Interest Rate” means a per annum rate of one and thirty-five hundredths of one percent (1.35%) 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 Note
Transfer” is defined in Section 2.2(b).


 


“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.


 


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“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 twelve million six-hundred thirty-one thousand six hundred dollars ($23,684,000).


 


“Class C Note
Interest Rate” means a per annum rate of one and eighty hundredths of one percent (1.80%) 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 Note
Transfer” is defined in Section 2.2(b).


 


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


 


“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 February 22, 2012.


 


“Code”
means the Internal Revenue Code of 1986, as amended.


 


“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 plus
the Principal Overcollateralization Amount 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
Amount” for each Transfer Date with respect to the Controlled Accumulation Period will be equal to (i) the sum of the
Note Principal Balance and the Principal Overcollateralization Amount as of the last day of the Revolving Period divided by
(ii) the Controlled Accumulation Period Length; provided that the Controlled Accumulation Amount for any Payment Date shall
not exceed the sum of the Note Principal Balance and the Principal Overcollateralization Amount, minus any amount already on deposit
in the Principal Account on such Transfer Date.


 


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“Controlled Accumulation
Date” means January 1, 2015, 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 and the Principal Overcollateralization
Amount have been paid in full.


 


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


 


“Controlled Deposit
Amount” means, for any Transfer Date with respect to the Controlled Accumulation Period, an amount equal to the sum of
the Controlled Accumulation Amount for such Payment Date and any existing Accumulation Shortfall.


 


“Default Rate”
means, for any Monthly Period, the product of (a) a fraction (expressed as a percentage), (i) the numerator of which is the excess
of (x) the Default Amount for such Monthly Period (calculated as of the end of the last day of such Monthly Period), over (y) the
portion of the Default Amount allocated to the Transferor pursuant to Section 8.4 of the Indenture in respect of the accounts
receivable and asset based lending receivables Product line for such Monthly Period and (ii) the denominator of which is the excess
of (x) the Combined Outstanding Principal Balances as of the beginning of such Monthly Period, over (y) the Product Line Overconcentration
for the accounts receivable and asset based lending receivables Product line used for purposes of making allocations for such Monthly
Period times (b) 12.


 


“Designated Maturity”
means, for any LIBOR Determination Date, one month.


 


“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 2012-1 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 Controlled Accumulation Date may terminate, and the Revolving Period may
recommence, if the Rating Agency Condition is satisfied.


 


“Expected Principal
Payment Date” means the Payment Date in February of 2015.


 


“ERISA”
means the Employee Retirement Income Security Act of 1974, as amended.


 


“Group One”
means Series 2012-1 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,
(iii) the Class C Note Initial Principal Balance and (iv) the Principal Overcollateralization Amount on the Closing Date.


 


“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 2012-1 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 2012-1 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 the Designated Maturity for 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, February 20, 2012, 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 excess
of (i) the Principal Collections during such Monthly Period, over (ii) the portion of such Principal Collections allocated to the
Transferor pursuant to Section 8.4 of the Indenture in respect of the Product Line Overconcentration for the accounts receivable
and asset based lending receivables Product line for such Monthly Period and (b) the denominator of which is the excess of (i)
the Combined Outstanding Principal Balances as of the beginning of such Monthly Period, over (ii) the Product Line Overconcentration
for the accounts receivable and asset based lending receivables Product line used for purposes of making allocations for such Monthly
Period.


 


“Monthly Period”
means, as to each Payment Date, the preceding calendar month.


 


“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, the Class C Note Initial Principal Balance and the Principal Overcollateralization
Amount 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, the Class
C Note Initial Principal Balance and the Principal Overcollateralization Amount 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 sum of the Class C Note Initial Principal Balance and the Principal
Overcollateralization Amount 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.


 


“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.


 


“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.


 


“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 March 20, 2012.


 


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


 


“Principal Overcollateralization
Amount” means, on any date of determination, an amount equal to (a) thirty-nine million four hundred seventy-five thousand
dollars ($39,475,000) minus (b) the aggregate amount of Principal Collections released to the Issuer in reduction of the
Principal Overcollateralization Amount pursuant to Sections 4.4(c)(ii), 4.4(e) and Section 7.1(d)(viii).


 


“Principal Shortfall”
is defined in Section 4.9.


 


“Rating Agency”
means, as of any date and with respect to any Class of the Series 2012-1 Notes, the nationally recognized statistical rating organizations
that have been requested by the Transferor to provide ratings of such class and that are rating the Series 2012-1 Notes on such
date.


 


“Rating Agency
Condition” means, with respect to Series 2012-1 and any action, that each Rating Agency shall have been given 10 days’
prior written notice (or, if 10 days’ advance notice is impracticable, as much advance notice as is practicable) delivered
to each applicable rating agency as provided in Section 8.9.


 


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“Reallocated Principal
Collections” is defined in Section 4.7.


 


“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 such Payment Date, plus (ii) Monthly Interest for such Payment
Date and any Monthly Interest previously due but not distributed to the Series 2012-1 Noteholders, plus (iii) the Principal
Overcollateralization Amount and all required yield payments on the Principal Overcollateralization Amount, plus (iv) without
duplication, the other amounts specified in Section 7.1(d).


 


“Record Date”
means, for purposes of Series 2012-1 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.


 


“Required Reserve
Account Amount” means, for any Transfer Date, an amount equal to (a) the product of (i) the Required Reserve Account
Percentage for such Transfer Date and (ii) the Note Principal Balance as of the Closing Date; provided that, prior to the
occurrence of an Event of Default and the acceleration of the Series 2012-1 Notes, the Required Reserve Account Amount will never
exceed the Note Principal Balance (after taking into account any payments to be made on the following Payment Date), 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
2012-1.


 


“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 2012-1”
means the Series the terms of which are specified in this Indenture Supplement.


 


“Series 2012-1
Early Amortization Event” is defined in Section 6.1. The Series 2012-1 Early Amortization Events are, with
respect to Series 2012-1, the Early Amortization Events contemplated by clause (a) of the definition of Early Amortization Event
in the Indenture.


 


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“Series 2012-1
Excess Non-Principal Collections” means Excess Non-Principal Collections allocated from other Series in Group One to
Series 2012-1 pursuant to Section 8.6 of the Indenture.


 


“Series 2012-1
Final Maturity Date” means the Payment Date in February of 2017.


 


“Series 2012-1
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 2012-1
Noteholder” means the Person in whose name a Series 2012-1 Note is registered in the Note Register.


 


“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 and the Principal
Overcollateralization Amount has been paid in full, (b) the date on which the Collateral Amount is reduced to zero and (c) the
Series 2012-1 Final Maturity Date.


 


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


 


“Servicer Advance”
is defined in the Servicing Agreement.


 


“Similar Law”
means any applicable law that is substantially similar to the fiduciary responsibility or prohibited transaction provisions of
ERISA or Section 4975 of the Code.


 


“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 Indenture Supplement as if set forth in full herein. As supplemented
by this Indenture 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 Indenture Supplement and the terms of the Indenture conflict, the
terms of this Indenture Supplement shall control with respect to Series 2012-1.


 


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ARTICLE
II


Creation
of the Series 2012-1 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 2012-1” or the “Series 2012-1 Notes.” The
Series 2012-1 Notes shall be issued in three Classes, known as the “Class A Series 2012-1 Asset Backed Notes”,
the “Class B Series 2012-1 Asset Backed Notes” and the “Class C Series 2012-1 Asset Backed Notes.”


 


(b)          Series
2012-1 shall be included in Group One and shall be a Principal Sharing Series. Series 2012-1 shall be an Excess Allocation Series
with respect to Group One only. Series 2012-1 shall not be subordinated to any other Series.


 


(c)          The
Class A 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). The Class B Notes and the Class C Notes shall be
issuable only in minimum denominations of at least one hundred thousand dollars ($100,000) and in greater whole number denominations.



 


SECTION 2.2. Transfer
Restrictions.


 


(a)          Neither
the Class B Notes nor the Class C Notes have been registered under the Securities Act or any state securities law. None of the
Issuer, the Note Registrar or the Indenture Trustee is obligated to register the Class B Notes or the Class C Notes under the Securities
Act or any other securities or “blue sky” laws or to take any other action not otherwise required under this Indenture
Supplement or the Trust Agreement to permit the transfer of any Class B Note or Class C Note without registration.


 


(b)          Until such time as any such Class of Notes has been registered under the Securities Act and any applicable state securities law,
the Class B Notes and the Class C Notes may not be sold, transferred, assigned, participated, pledged or otherwise disposed of
(any such act, a “Class B Note Transfer” and a “Class C Note Transfer,” respectively) to
any Person except in accordance with the provisions of this Section 2.2, and any attempted Class B Note Transfer or Class
C Note Transfer in violation of this Section 2.2 will be null and void.


 


(c)          Each
Class B Note and Class C Note will bear a legend to the effect of the following unless determined otherwise by the Administrator
(as certified to the Indenture Trustee in an Officer’s Certificate) consistent with applicable law:


 


THIS NOTE HAS
NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY,
MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT AS SET FORTH IN THE NEXT SENTENCE. BY ITS ACQUISITION HEREOF
OR OF A BENEFICIAL INTEREST HEREIN, THE HOLDER OF THIS NOTE:


 


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		(1)	AGREES FOR THE BENEFIT OF THE ISSUER AND THE TRANSFEROR THAT THIS NOTE MAY BE SOLD, TRANSFERRED,
ASSIGNED, PARTICIPATED, PLEDGED OR OTHERWISE DISPOSED OF ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS,
AND ONLY (I) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY
BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER, WITHIN THE MEANING OF RULE l44A (A “QIB”), PURCHASING FOR ITS OWN
ACCOUNT OR FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER
IS BEING MADE IN RELIANCE ON RULE 144A, OR (II) TO THE TRANSFEROR OR ITS AFFILIATES, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE
SECURITIES LAWS OF THE UNITED STATES; AND



 


		(2)	AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS NOTE OR AN INTEREST HEREIN IS TRANSFERRED
A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.



 


(d)        By
acceptance of any Class B Note or Class C Note, the Class B Noteholder and the Class C Noteholder, respectively, specifically agrees
with and represents to the Transferor, the Issuer and the Note Registrar, that no Class B Note Transfer or Class C Note Transfer,
as applicable, will be made unless (i) the registration requirements of the Securities Act and any applicable state securities
laws have been complied with, (ii) such Class B Note Transfer or Class C Note Transfer, as applicable, is to the Transferor or
its Affiliates, or (iii) such Class B Note Transfer or Class C Note Transfer, as applicable, is exempt from the registration requirements
under the Securities Act because such Class B Note Transfer or Class C Note Transfer, as applicable, is in compliance with Rule
144A under the Securities Act, to a transferee who the transferor reasonably believes is a “Qualified Institutional Buyer”
(as defined in the Securities Act) that is purchasing for its own account or for the account of a Qualified Institutional Buyer
and to whom notice is given that such Class B Note Transfer or Class C Note Transfer, as applicable, is being made in reliance
upon Rule 144A under the Securities Act.


 


(e)        The
Transferor will make available to the prospective transferor and transferee of a Class B Note or Class C Note information requested
to satisfy the requirements of paragraph (d)(4) of Rule 144A.


 


(f)        Each
Class A Note, Class B Note and Class C Note will bear a legend to the effect of the following unless determined otherwise by the
Administrator (as certified to the Indenture Trustee in an Officer’s Certificate) consistent with applicable law:


 


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THE
HOLDER OF THIS NOTE BY ITS ACCEPTANCE OF THIS NOTE, AND EACH HOLDER OF A BENEFICIAL INTEREST THEREIN, SHALL BE DEEMED TO REPRESENT
AND WARRANT THAT EITHER (I) SUCH HOLDER IS NOT (AND FOR SO LONG AS IT HOLDS SUCH NOTE WILL NOT BE), IS NOT ACTING ON BEHALF OF
(AND FOR SO LONG AS IT HOLDS SUCH NOTE WILL NOT BE ACTING ON BEHALF OF), AND IS NOT INVESTING THE 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”))
THAT IS SUBJECT TO TITLE I OF ERISA, (B) A “PLAN” (AS DEFINED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE “CODE”)) THAT IS SUBJECT TO SECTION 4975 OF THE CODE, (C) AN
ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT BY AN EMPLOYEE BENEFIT PLAN OR PLAN IN SUCH ENTITY (EACH,
A “BENEFIT PLAN”) OR (D) A GOVERNMENTAL PLAN, CHURCH PLAN OR NON-U.S. PLAN THAT IS SUBJECT TO ANY APPLICABLE LAW THAT
IS SUBSTANTIALLY SIMILAR TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE
(“SIMILAR LAW”) OR (II) ITS ACQUISITION, CONTINUED HOLDING AND DISPOSITION OF THIS NOTE WILL NOT RESULT IN A NON-EXEMPT
PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION OF ANY SIMILAR LAW.


 


ARTICLE
III


REPRESENTATIONS, WARRANTIES and
Covenants


 


SECTION 3.1. Representations,
Warranties and Covenants with respect to ERISA. By acquiring a Series 2012-1 Note, each purchaser and transferee shall be deemed
to represent and warrant that either (i) it is not, and for so long as it holds such Series 2012-1 Note will not be, is not acting
on behalf of, and for so long as it holds such Series 2012-1 Note will not be acting on behalf of, and is not investing the assets
of, a Benefit Plan or a governmental plan, church plan or non-U.S. plan that is subject to Similar Law or (ii) its acquisition,
continued holding and disposition of such Series 2012-1 Note will not result in a non-exempt prohibited transaction under Section
406 of ERISA or Section 4975 of the Code or a violation of any Similar Law.


 


ARTICLE
IV

Rights of Series 2012-1 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).


 


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(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 2012-1 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 sum of the Note Principal Balance and the Principal Overcollateralization Amount on
such Transfer Date (minus any amount already in the Principal Account on such Transfer Date); (iii) during the Controlled Accumulation
Period, the Controlled Deposit Amount; and (iv) 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 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
2012-1 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 2012-1 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 2012-1 Noteholders under
the UCC, the Indenture Trustee on behalf of the Series 2012-1 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 2012-1 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
2012-1 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 2012-1 Noteholders, the depositary institution shall comply with the orders of the Indenture Trustee
on behalf of the Series 2012-1 Noteholders without further consent by the Issuer.


 


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(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 2012-1 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
2012-1 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 the 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 2012-1 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 2012-1 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
2012-1 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 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 2012-1 pursuant to Section 8.5 of the Indenture)).


 


(b)          Allocations
to the Series 2012-1 Noteholders. The Issuer shall, on each Date of Processing on or after the first day of the Monthly Period
in which the Closing Date occurs, 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 2012-1 Noteholders
the following amounts as set forth below:


 


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(i)          Allocations
of Non-Principal Collections. The Issuer shall allocate to the Series 2012-1 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, 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 Controlled Deposit Amount 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 of the amounts contemplated to be paid or deposited
pursuant to Section 4.4(a) on the related Transfer Date or Payment Date (the “Target Amount”); and any
Non-Principal Collections allocated to the Series 2012-1 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 Sections 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 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 2012-1
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.


 


(ii)         Allocations
of Principal Collections. The Issuer shall allocate to the Series 2012-1 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 2012-1 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.


 


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(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 2012-1 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, 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.


 


(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
2012-1 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.


 


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


 


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(B) the result
of (1) the Series 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 shall be paid to the Trustee up to a maximum
amount of twenty-five thousand dollars ($25,000) for each calendar year,


 


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


 


(D)   the
result of (1) the Series 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 shall be paid to the Custodian
up to a maximum amount of twenty-five thousand dollars ($25,000) for each calendar year;


 


(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;


 


(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;


 


(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;


 


(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;


 


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(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, first, be released to the Issuer
to make required yield payments on the Principal Overcollateralization Amount and, second, the remaining balance 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 applied in the following order of priority: (A) 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, (B) to the Issuer to make required yield payments on the Principal Overcollateralization Amount and (C) the remaining
balance 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.


 


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 Non-Principal Collections
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.


 


(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 (A) 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 (B) after the Note Principal Balance shall have been paid in full, any remainder shall be released to
the Issuer in reduction of the Principal Overcollateralization Amount until the Principal Overcollateralization Amount has been
paid in full; and


 


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(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, third, to the Class C Noteholders until the Class C Note
Principal Balance is paid in full and, fourth, to the Issuer in reduction of the Principal Overcollateralization Amount.


 


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 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.


 


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(e)          All
payments to Noteholders hereunder shall be made by (i) check mailed to each Series 2012-1 Noteholder (at such Noteholder’s
address as it appears in the Note Register), except that for any Series 2012-1 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 2012-1 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 Investor
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) (any such Principal Collections so allocated, “Reallocated Principal Collections”);
provided, that for any Monthly Period, Reallocated Principal Collections may not exceed the Monthly Principal Reallocation
Amount for such Monthly Period. 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 2012-1 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 2012-1 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 2012-1 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 2012-1 for any 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).


 


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SECTION 4.9. Shared
Principal Collections. Subject to Section 8.5 of the Indenture, Shared Principal Collections allocable to Series
2012-1 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 2012-1 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 2012-1 will
be equal to (a) for any Transfer Date with respect to the Revolving Period or any Transfer Date during the Early Amortization Period
prior to the Transfer Date relating to the earlier of (i) the Expected Principal Payment Date and (ii) the date on which all outstanding
Series are in early amortization periods, zero, (b) for any Transfer Date with respect to the Controlled Accumulation Period, the
excess, if any, of (i) the Controlled Deposit Amount over (ii) the amount of Available Principal Collections for such Transfer
Date (excluding any portion thereof attributable to Shared Principal Collections or amounts available to be treated as Available
Principal Collections pursuant to clauses (vi) and (vii) of Section 4.4(a)) and (c) for any Transfer Date
relating to any Payment Date on or after the earlier of (i) the Expected Principal Payment Date and (ii) the date on which all
outstanding Series are in early amortization periods, the sum of the Note Principal Balance and the Principal Overcollateralization
Amount with respect to such Transfer Date.


 


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 2012-1 Final Maturity Date, and on any day following the occurrence of an Event of Default with respect to Series 2012-1
that has resulted in the acceleration of the Series 2012-1 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 2012-1 Noteholders to fund
any shortfalls in amounts owed to the Series 2012-1 Noteholders in the order of priority described in Section 4.4(a).


 


(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 withdrawals from and deposits to the Reserve Account on any Transfer Date, the amount on deposit in
the Reserve Account exceeds the Required Reserve Account Amount, an amount equal to such excess shall be withdrawn from the Reserve
Account and distributed to the Issuer 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 2012-1 Noteholders required pursuant to this Indenture Supplement, all amounts then remaining in the
Reserve Account shall be released to the Issuer.


 


(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 2012-1 Noteholders have been paid in full; (ii) the Series 2012-1 Final Maturity Date;
and (iii) the termination of the Issuer.


 


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(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 2012-1 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 Controlled Accumulation Date, 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 and the reduction of the
Principal Overcollateralization Amount on the Expected Principal Payment Date is expected to equal or exceed the Note Principal
Balance plus the Principal Overcollateralization Amount, 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 period of the Designated Maturity, 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 LIBOR01 or any successor page as
the composite offered rate for London interbank deposits for a period of the Designated Maturity, 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 period of the
Designated Maturity 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 period of
the Designated Maturity. 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 period of the Designated Maturity.


 


(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 2012-1 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 2012-1 Notes;


Reports
to Series 2012-1 Noteholders 


 


SECTION 5.1. Delivery
and Payment for the Series 2012-1 Notes.


 


The Issuer shall execute
and issue, and the Authenticating Agent shall authenticate, the Series 2012-1 Notes in accordance with Section 2.2
of the Indenture. The Indenture Trustee shall deliver or cause to be delivered the Series 2012-1 Notes to or upon Issuer Order
when so authenticated.


 


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SECTION 5.2. Reports
and Statements to Series 2012-1 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 2012-1 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 2012-1 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
2012-1 Early Amortization Events


 


SECTION 6.1. Series
2012-1 Early Amortization Events. If any one of the following events shall occur with respect to the Series 2012-1 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 2012-1 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 2012-1 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(c)
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 2012-1
Notes, and as a result of which the interests of Series 2012-1 are materially and adversely affected and continue to be materially
and adversely affected for such period; provided, that a Series 2012-1 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;


 


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(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)          either
(a)(i) on any Transfer 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 sixteen percent (16%) (or a lower percentage designated by the Transferor if the
Rating Agency Condition is satisfied with respect thereto), (ii) on any Transfer 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 eighteen percent (18%) (or a lower
percentage designated by the Transferor if the Rating Agency Condition is satisfied with respect thereto), (iii) on any Transfer
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-three percent (23%) (or a lower percentage designated by the Transferor if the Rating Agency Condition
is satisfied with respect thereto), or (iv) on any Transfer 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 eighteen percent (18%) (or a lower percentage
designated by the Transferor if the Rating Agency Condition is satisfied with respect thereto), or (b) on any Transfer Date, the
average Default Rate over the three immediately preceding Monthly Periods is greater than or equal to five percent (5%);


 


(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 2012-1 Notes that results in the acceleration
of the maturity of the Series 2012-1 Notes pursuant to Section 5.3 of the Indenture;


 


(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 (excluding
the Product Line Overconcentration for the accounts receivable and asset based lending receivables Product lines) 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


 


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(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 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 2012-1 Notes evidencing more than fifty percent (50%) of the aggregate unpaid
principal amount of Series 2012-1 Notes by notice then given in writing to the Issuer (and to the Indenture Trustee if given by
the Series 2012-1 Noteholders) may declare that a “Series Early Amortization Event” with respect to Series 2012-1 (a
“Series 2012-1 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 2012-1 Early Amortization
Event shall occur without any notice or other action on the part of the Indenture Trustee or the Series 2012-1 Noteholders immediately
upon the occurrence of such event.


 


ARTICLE
VII


Redemption
of Series 2012-1 Notes;


Final Distributions; Series Termination


 


SECTION 7.1. Optional
Redemption of Series 2012-1 Notes; Final Distributions.


 


(a)          On
any day occurring on or after the date on which the outstanding principal balance of the Series 2012-1 Notes plus the Principal
Overcollateralization Amount 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
2012-1 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 3:00 p.m., 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 2012-1 shall be paid in full and the Series 2012-1 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 2012-1 in connection with a repurchase of the Series 2012-1 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.


 


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(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 2012-1, the Indenture
Trustee shall, in accordance with an Issuer Order, not later than 3:00 p.m., 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, (vii) an amount equal to any required yield payments on
the Principal Overcollateralization Amount will be released to the Issuer, (viii) the remainder shall be released to the Issuer
in reduction of the Principal Overcollateralization Amount until the Principal Overcollateralization Amount has been paid in full
and (ix) any excess shall be released to the Issuer.


 


SECTION 7.2. Series
Termination.


 


On the Series 2012-1 Final
Maturity Date, the unpaid principal amount of the Series 2012-1 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
2012-1 Noteholders shall be the only Noteholders whose vote shall be required.


 


SECTION 8.2. Form of
Delivery of the Series 2012-1 Notes. The Series 2012-1 Notes shall be Book-Entry Notes and shall be delivered as provided in
Section 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.


 


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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 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
2012-1 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.


 


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(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 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 BNY
Mellon Trust of Delaware, not in its individual capacity, but solely in its capacity as Trustee of the Issuer, in no event shall
BNY Mellon Trust of 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 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. Notes to
be Treated as Debt for Tax. It is the intent of the parties hereto that, for purposes of Federal, State and local income and
franchise tax and any other tax measured in whole or in part by income, the Class A Notes, the Class B Notes and the Class C Notes
shall be treated as debt.


 


SECTION 8.9. Notice
Address for Rating Agencies. Delivery of any notices required to be delivered to the Rating Agencies by the Issuer, the Indenture
Trustee or the Trustee shall be sufficient for the purposes of this Indenture Supplement and the other Related Documents if sent
to such mailing addresses or such email addresses as may be provided by the Rating Agencies.


 


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[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: BNY MELLON TRUST OF 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/ Mark Esposito
	 	 	Name:	Mark Esposito 
	 	 	Title:	Assistant Vice President
	 	 	 	 
	 	By:	/s/ Louis Bodi
	 	 	Name:	Louis Bodi 
	 	 	Title:	Vice President


 


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EXHIBIT A-1


 


FORM OF CLASS A SERIES 2012-1 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 GE DEALER FLOORPLAN MASTER NOTE 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.


 


THE HOLDER OF THIS NOTE
BY ITS ACCEPTANCE OF THIS NOTE, AND EACH HOLDER OF A BENEFICIAL INTEREST THEREIN, SHALL BE DEEMED TO REPRESENT AND WARRANT THAT
EITHER (I) SUCH HOLDER IS NOT (AND FOR SO LONG AS IT HOLDS SUCH NOTE WILL NOT BE), IS NOT ACTING ON BEHALF OF (AND FOR SO LONG
AS IT HOLDS SUCH NOTE WILL NOT BE ACTING ON BEHALF OF), AND IS NOT INVESTING THE 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")) THAT IS SUBJECT
TO TITLE I OF ERISA, (B) A "PLAN" (AS DEFINED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED
(THE "CODE")) THAT IS SUBJECT TO SECTION 4975 OF THE CODE, (C) AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS
BY REASON OF INVESTMENT BY AN EMPLOYEE BENEFIT PLAN OR PLAN IN SUCH ENTITY ABOVE OR (D) A GOVERNMENTAL PLAN, CHURCH PLAN OR NON-U.S.
PLAN THAT IS SUBJECT TO ANY APPLICABLE LAW THAT IS SUBSTANTIALLY SIMILAR TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION
PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) OR (II) ITS ACQUISITION, CONTINUED HOLDING AND DISPOSITION
OF THIS NOTE WILL NOT RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A
VIOLATION OF ANY SIMILAR LAW.


 


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	REGISTERED

No. R-	$                         

         

        CUSIP NO. _____________



 


GE DEALER
FLOORPLAN MASTER NOTE TRUST

SERIES 2012-1



CLASS A SERIES 2012-1 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 [_____________________] ($[_________])1, or such greater or lesser amount as determined in accordance with the Indenture, on
the Series 2012-1 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. Notes will be prepared in denominations of $100,000 and integral
multiples of $1,000 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: BNY MELLON TRUST OF 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 2012-1



CLASS A SERIES 2012-1 ASSET BACKED NOTE




 


This Class A Note (this
“Note”) is one of a duly authorized issue of Notes of the Issuer, designated as GE Dealer Floorplan Master Note
Trust, Series 2012-1 (the “Series 2012-1 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 2012-1 Indenture Supplement dated as of February 22, 2012 (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 NOTE DOES NOT REPRESENT
AN OBLIGATION OF, OR AN INTEREST IN, GENERAL ELECTRIC CAPITAL CORPORATION, CDF FUNDING, INC., GE COMMERCIAL DISTRIBUTION FINANCE
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 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 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 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.


 


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EXHIBIT A-2


 


FORM OF CLASS B SERIES 2012-1 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.


 


THIS NOTE HAS NOT BEEN
REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY
NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT AS SET FORTH IN THE NEXT SENTENCE. BY ITS ACQUISITION HEREOF OR OF
A BENEFICIAL INTEREST HEREIN, THE HOLDER OF THIS NOTE:


 


		(1)	AGREES FOR THE BENEFIT OF THE ISSUER AND THE TRANSFEROR THAT THIS NOTE MAY BE SOLD, TRANSFERRED,
ASSIGNED, PARTICIPATED, PLEDGED OR OTHERWISE DISPOSED OF ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS,
AND ONLY (I) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES
IS A QUALIFIED INSTITUTIONAL BUYER, WITHIN THE MEANING OF RULE l44A (A “QIB”), PURCHASING FOR ITS OWN ACCOUNT OR FOR
THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING
MADE IN RELIANCE ON RULE 144A, OR (II) TO THE TRANSFEROR OR ITS AFFILIATES, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES
LAWS OF THE UNITED STATES; AND



 


		(2)	AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS NOTE OR AN INTEREST HEREIN IS TRANSFERRED
A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.



 


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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 GE DEALER FLOORPLAN MASTER NOTE 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.


 


THE
HOLDER OF THIS NOTE BY ITS ACCEPTANCE OF THIS NOTE, AND EACH HOLDER OF A BENEFICIAL INTEREST THEREIN, SHALL BE DEEMED
TO REPRESENT AND WARRANT THAT EITHER (I) SUCH HOLDER IS NOT (AND FOR SO LONG AS IT HOLDS SUCH NOTE WILL NOT BE), IS NOT ACTING
ON BEHALF OF (AND FOR SO LONG AS IT HOLDS SUCH NOTE WILL NOT BE ACTING ON BEHALF OF), AND IS NOT INVESTING THE 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”)) THAT IS SUBJECT TO TITLE I OF ERISA, (B) A “PLAN” (AS DEFINED IN SECTION 4975(e)(1) OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE")) THAT IS SUBJECT TO SECTION 4975 OF THE CODE,
(C) AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT BY AN EMPLOYEE BENEFIT PLAN OR PLAN IN SUCH ENTITY
(EACH, A “BENEFIT PLAN”) OR (D) A GOVERNMENTAL PLAN, CHURCH PLAN OR NON-U.S. PLAN THAT IS SUBJECT TO ANY APPLICABLE
LAW THAT IS SUBSTANTIALLY SIMILAR TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF ERISA OR SECTION 4975
OF THE CODE (“SIMILAR LAW”) OR (II) ITS ACQUISITION, CONTINUED HOLDING AND DISPOSITION OF THIS NOTE WILL NOT RESULT
IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION OF ANY SIMILAR LAW.


 


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	REGISTERED

No. R-	$15,789,500

    CUSIP NO. _________


 


GE DEALER
FLOORPLAN MASTER NOTE TRUST

SERIES 2012-1


 


CLASS B SERIES
2012-1 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 FIFTEEN MILLION
SEVEN HUNDRED EIGHTY NINE THOUSAND FIVE HUNDRED DOLLARS ($15,789,500), or such greater or lesser amount as determined in
accordance with the Indenture, on the Series 2012-1 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.


 


THIS CLASS B NOTE IS SUBORDINATED
TO THE EXTENT NECESSARY TO FUND PAYMENTS ON THE CLASS A NOTES TO THE EXTENT SPECIFIED IN THE INDENTURE SUPPLEMENT.


 


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


 


	 	GE DEALER FLOORPLAN MASTER NOTE TRUST, as Issuer
	 	 	 
	 	By: BNY MELLON TRUST OF 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 B 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 2012-1



CLASS B SERIES 2012-1 ASSET BACKED NOTE






This Class B Note (this
“Note”) is one of a duly authorized issue of Notes of the Issuer, designated as GE Dealer Floorplan Master Note
Trust, Series 2012-1 (the “Series 2012-1 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 2012-1 Indenture Supplement dated as of February 22, 2012 (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 NOTE DOES NOT REPRESENT
AN OBLIGATION OF, OR AN INTEREST IN, GENERAL ELECTRIC CAPITAL CORPORATION, CDF FUNDING, INC., GE COMMERCIAL DISTRIBUTION FINANCE
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 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 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 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.


 


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EXHIBIT A-3


 


FORM OF CLASS C SERIES 2012-1 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.


 


THIS NOTE HAS NOT
BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY,
MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT AS SET FORTH IN THE NEXT SENTENCE. BY ITS ACQUISITION HEREOF
OR OF A BENEFICIAL INTEREST HEREIN, THE HOLDER OF THIS NOTE:


 


		(1)	AGREES FOR THE BENEFIT OF THE ISSUER AND THE TRANSFEROR THAT THIS NOTE MAY BE SOLD, TRANSFERRED,
ASSIGNED, PARTICIPATED, PLEDGED OR OTHERWISE DISPOSED OF ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS,
AND ONLY (I) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES
IS A QUALIFIED INSTITUTIONAL BUYER, WITHIN THE MEANING OF RULE l44A (A “QIB”), PURCHASING FOR ITS OWN ACCOUNT OR FOR
THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING
MADE IN RELIANCE ON RULE 144A, OR (II) TO THE TRANSFEROR OR ITS AFFILIATES, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES
LAWS OF THE UNITED STATES; AND



 


		(2)	AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS NOTE OR AN INTEREST HEREIN IS TRANSFERRED
A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.



  


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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 GE DEALER FLOORPLAN MASTER NOTE 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.


 


THE
HOLDER OF THIS NOTE BY ITS ACCEPTANCE OF THIS NOTE, AND EACH HOLDER OF A BENEFICIAL INTEREST THEREIN, SHALL BE DEEMED
TO REPRESENT AND WARRANT THAT EITHER (I) SUCH HOLDER IS NOT (AND FOR SO LONG AS IT HOLDS SUCH NOTE WILL NOT BE), IS NOT ACTING
ON BEHALF OF (AND FOR SO LONG AS IT HOLDS SUCH NOTE WILL NOT BE ACTING ON BEHALF OF), AND IS NOT INVESTING THE 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”)) THAT IS SUBJECT TO TITLE I OF ERISA, (B) A “PLAN” (AS DEFINED IN SECTION 4975(e)(1) OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE “CODE”)) THAT IS SUBJECT TO SECTION 4975 OF THE CODE,
(C) AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT BY AN EMPLOYEE BENEFIT PLAN OR PLAN IN SUCH ENTITY
(EACH, A “BENEFIT PLAN”) OR (D) A GOVERNMENTAL PLAN, CHURCH PLAN OR NON-U.S. PLAN THAT IS SUBJECT TO ANY APPLICABLE
LAW THAT IS SUBSTANTIALLY SIMILAR TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF ERISA OR SECTION 4975
OF THE CODE (“SIMILAR LAW”) OR (II) ITS ACQUISITION, CONTINUED HOLDING AND DISPOSITION OF THIS NOTE WILL NOT RESULT
IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION OF ANY SIMILAR LAW.


 





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	REGISTERED

No. R-	$23,684,000

    CUSIP NO. _________


 


GE DEALER
FLOORPLAN MASTER NOTE TRUST

SERIES 2012-1


 


CLASS C SERIES
2012-1 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 TWENTY THREE MILLION
SIX HUNDRED EIGHTY FOUR THOUSAND DOLLARS ($23,684,000), or such greater or lesser amount as determined in accordance with the
Indenture, on the Series 2012-1 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.


 


THIS CLASS C NOTE IS SUBORDINATED
TO THE EXTENT NECESSARY TO FUND PAYMENTS ON THE CLASS A NOTES AND THE CLASS B NOTES TO THE EXTENT SPECIFIED IN THE INDENTURE SUPPLEMENT.


 


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


 


	 	GE DEALER FLOORPLAN MASTER NOTE TRUST, as Issuer
	 	 
	 	By: BNY MELLON TRUST OF 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 C 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 2012-1



CLASS C SERIES 2012-1 ASSET BACKED NOTE






This Class C Note (this
“Note”) is one of a duly authorized issue of Notes of the Issuer, designated as GE Dealer Floorplan Master Note
Trust, Series 2012-1 (the “Series 2012-1 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 2012-1 Indenture Supplement dated as of February 22, 2012 (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 NOTE DOES NOT REPRESENT
AN OBLIGATION OF, OR AN INTEREST IN, GENERAL ELECTRIC CAPITAL CORPORATION, CDF FUNDING, INC., GE COMMERCIAL DISTRIBUTION FINANCE
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 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 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 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.


 


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EXHIBIT B


 


Form of Monthly Servicer’s Certificate





 


GE Dealer Floorplan Master Note Trust

Series 2012-1


 


	Payment Date:	[•]
	Collection Period Ended:	[•]
	Closing Date:	[_______], 20[••]
	Next Payment Date:	[•]
	Expected Principal Payment Date:	[•]
	Final Maturity Date:	[•]


 


Note Payment Detail


 


	Class	 	CUSIP	 	Interest
 Rate	 	 	
        Original

        Face

Value
	 	Beginning
 Class
 Balance	 	Principal
 Payment
 Amount	 	Interest
 Payment
 Amount	 	Total	 	Ending
 Class
 Balance	 
	A	 	[•]	 	[•]	%	 	$             [•]	 	$             [•]	 	$             [•]	 	$             [•]	 	$             [•]	 	$             [•]	 
	B	 	[•]	 	[•]	%	 	[•]	 	[•]	 	[•]	 	[•]	 	[•]	 	[•]	 
	C	 	[•]	 	[•]	%	 	[•]	 	[•]	 	[•]	 	[•]	 	[•]	 	[•]	 
	TOTALS	 	 	 	 	 	 	$             [•]	 	$             [•]	 	$             [•]	 	$             [•]	 	$             [•]	 	$             [•]	 





 


	Beginning of Month Balance	$             [•]	 
	New Volume	[•]	 
	Principal Collections	[•]	 
	Defaulted Amount	[•]	 
	End of Month Balance	$             [•]	 
	Annualized Yield	[•]	%
	 	 	 





	Overconcentrations	 	 
	Are there any Product Line Overconcentrations?	[•Y/N]	 
	$          [•]	 	 
	Are there any Dealer Overconcentrations?	[•Y/N]	 
	$          [•]	 	 
	Are there any Manufacturer Overconcentrations?	[•Y/N]	 
	$          [•]	 	 
	 	 	 
	Discount Factor	[•]	%


 


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	Collections	Total	 	Overconcentrations	 	 	 
	Principal Collections	[•]	 	[•]	 	[•]	 
	Non-Principal Collections	[•]	 	[•]	 	[•]	 
	Total Collections	$          [•]	 	$          [•]	 	$          [•]	 
	 	 	 	 	 	 	 
	Defaults	 	 	 	 	 	 
	Default Amount	$          [•]	 	$          [•]	 	$          [•]	 
	Series Allocation Percentage	 	 	 	 	[•]	%
	Investor Default Amount	 	 	 	 	$          [•]	 
	 	 	 	 	 	 	 





	Charge-offs	 	 
	Investor Charge-offs	$          [•]	 
	 	 	 
	Allocation of Available Non-Principal Collections	 	 
	Series Allocation Percentage	[•]	%
	Available Non-Principal Collections Allocated to Series	$          [•]	 
	 	 	 
	Application of Available Non-Principal Collections and Available Principal Collections	 	 
	 	 	 
	(a)           Available Non Principal Collections Allocated to Series	$          [•]	 
	 	 	 
	(i)          (A) Amount to Indenture Trustee	$          [•]	 
	(B) Amount to Trustee	$          [•]	 
	(C) Amount to Administrator	$          [•]	 
	(D) Amount to Custodian	$          [•]	 
	 	 	 
	(ii)          Noteholder Servicing Fee	$          [•]	 
	Unpaid Servicer Advances and interest thereon	$          [•]	 
	 	 	 
	(iii)         Class A Monthly Interest	$          [•]	 
	(iv)         Class B Monthly Interest	$          [•]	 
	(v)          Class C Monthly Interest	$          [•]	 
	 	 	 
	(vi)         Investor Default Amount (treated as Available Principal Collections)	$          [•]	 
	 	 	 
	(vii)        Investor Charge-offs	$          [•]	 
	Reimbursement of Investor Charge-offs	[•]	 
	Unreimbursed Investor Charge-offs	[•]	 
	Reallocation Principal Collections	[•]	 
	Reimbursement of Reallocated Principal Collections	[•]	 
	Unreimbursed Reallocated Principal Collections	[•]	 
	Sum of Unreimbursed Investor Charge-offs and Reallocated Principal Collections	$          [•]	 


 


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	(viii)      Amount Required to be Deposited to the Reserve Account	$          [•]	 
	 	 	 
	(ix)         Remaining Amounts due to:	 	 
	Indenture Trustee	$          [•]	 
	Trustee	$          [•]	 
	Administrator	$          [•]	 
	Custodian	$          [•]	 
	 	 	 
	(x)         Amounts otherwise required to be Deposited to Principal Account	$          [•]	 
	 	 	 
	
        (xi)         (If
        Early Amortization Period has not occurred)

        Release to Issuer to make required yield payments on the
        Principal Overcollateralization Amount
	
        

        $          [•]
	 


 


	Excess Non Principal Collections for Series 2012-1	$          [•]	 
	[Include rows for each outstanding series.]	[•]	 
	Total Excess Non Principal Collections	$          [•]	 
	 	 	 
	Non Principal Shortfalls for Series 2012-1	$          [•]	 
	[Include rows for each outstanding series.]	[•]	 
	Total Non Principal Shortfalls	$          [•]	 
	 	 	 
	Aggregate Excess Non Principal Collections Applied to Non Principal Shortfalls
 for Series 2012-1	$          [•]	 
	[Include rows for each outstanding series.]	[•]	 
	Total Aggregate Excess Non Principal Collections Applied to Non Principal Shortfalls	$          [•]	 
	 	 	 
	Released to Transferor	$          [•]	 
	 	 	 
	(b)          Revolving Period	 	 
	 	 	 
	Principal Collections Allocated to Series According to Section 4.3(b)(ii)(x) of Indenture Supplement	$          [•]	 
	 	 	 
	Available Principal Collections Treated as Shared Principal Collections Applied According to Section 8.5 of Indenture	$          [•]	 
	 	 	 
	(c)          Controlled Accumulation Period	 	 
	 	 	 
	Principal Collections Allocated to Series According to Section 4.3(b)(ii)(y) of Indenture Supplement	$          [•]	 


 


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	Available Principal Collections treated as Shared Principal Collections	$          [•]	 
	 	 	 
	(i)           Monthly Principal Deposited into the Principal Account	$          [•]	 
	(ii)          Monthly Principal Deposited to Distribution Account and paid to:	 	 
	Class A	$          [•]	 
	Class B	$          [•]	 
	Class C	$          [•]	 
	(iii)         Principal Overcollateralization Amount	$          [•]	 
	(iv)         Amounts Remaining as Shared Principal Collections Applied According to Section 8.5 of Indenture	$          [•]	 


 


	Early Amortization Period	 	 
	 	 	 
	Principal Collections Allocated to Series According to Section 4.3(b)(ii)(z) of Indenture Supplement	$          [•]	 
	 	 	 
	(i)           Monthly Principal Deposited into the Principal Account	$          [•]	 
	(ii)          Monthly Principal Deposited to Distribution Account and paid to:	 	 
	Class A	$          [•]	 
	Class B	$          [•]	 
	Class C	$          [•]	 
	(iii)           Amount equal to the Principal Overcollateralization release to Issuer (after the Note Principal Balance shall have been paid in full)	$          [•]	 
	(iv)          Amounts Remaining as Shared Principal Collections Applied According to Section 8.5 of Indenture	$          [•]	    


 


	Shared Principal Collections for Principal Sharing Series	 	 
	Aggregate Shared Principal Collections for Principal Sharing Series	$          [•]	 
	 	 	 
	Aggregate Principal Shortfall for Principal Sharing Series	$          [•]	 
	Aggregate Shared Principal Collections to Principal Shortfall for Series 2012-1	$          [•]	 
	[Include rows for each outstanding series.]	 	 
	 	 	 
	Amount Deposited into the Excess Funding Account	$          [•]	 
	 	 	 
	Released to Issuer	$          [•]	 
	 	 	 
	Credit Enhancement (Series Level)	 	 
	 	 	 
	Required Reserve Account	 	 
	Required Reserve Account Percentage	[•]	% 
	Note Principal Balance	$          [•]	 


 


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	Required Reserve Account Amount	$          [•]	 
	Reserve Account Interest Earnings withdrawn	$          [•]	 
	Beginning Reserve Account Amount	$          [•]	 
	Reserve Account Deposits	$          [•]	 
	Reserve Account Withdrawals	$          [•]	 
	Ending Reserve Account Amount	$          [•]	 
	 	 	 
	Reserve Account Deficiency	$          [•]	 
	 	 	 
	Principal Overcollateralization Amount	$          [•]	 
	 	 	 
	Non Principal Account (Series Level Account)	 	 
	Beginning Balance	$          [•]	 
	Deposits	[•]	 
	Disbursements	[•]	 
	Ending Balance	$          [•]	 
	 	 	 





	Principal Account (Series Level Account)	 	 
	Beginning Balance	$          [•]	 
	Deposits	[•]	 
	Disbursements	[•]	 
	Ending Balance	$          [•]	 
	 	 	 





	Free Equity Amount (Trust Level)	 	 
	Note Trust Principal Balance	$          [•]	 
	Note Principal Balance	$          [•]	 
	Principal Overcollateralization Amount	$          [•]	 
	Excess Investor Charge-offs and Reallocated Principal Collections	$          [•]	 
	Aggregate Collateral Amount for all Series of Notes Outstanding	[•]	 
	Free Equity Amount	$          [•]	 
	 	 	 
	Minimum Free Equity Percentage	[•]	%
	Total Overconcentration	[•]	 
	Minimum Free Equity Amount	$          [•]	 
	 	 	 





	Excess Funding Account (Trust Level Account)	 	 
	Beginning Balance	$          [•]	 
	Deposits	[•]	 
	Disbursements	[•]	 
	Ending Balance	$          [•]	 
	 	 	 





	Summary of Allocation of Collections	 	 
	Total Principal Collections	$          [•]	 
	Principal Collections Allocated to Series 2012-1	[•]	 
	[Include rows for each outstanding series.]	[•]	 


 


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	Principal Collections Not Allocated to Any Series and Released to Issuer	$          [•]	 
	 	 	 
	Total Non-Principal Collections	$          [•]	 
	Non-Principal Collections Allocated to Series 2012-1	[•]	 
	[Include rows for each outstanding series.]	[•]	 
	Non-Principal Collections Not Allocated to Any Series and Released to Issuer	$          [•]	 
	 	 	 
	Performance	 	 
	(1)  Are there any material modifications, extensions, or waivers to pool assets?	[Y/N]	 
	 	 	 
	(2)  Are there any material breaches of pool of assets, representation and warranties or covenants?	[Y/N]	 
	 	 	 
	(3)  Are there any changes in criteria used to originate, acquire, or select new pool assets?	[Y/N]	 
	 	 	 
	(4)  Has the Master Servicer made any Servicer Advances during the previous collection period?	[Y/N]	 
	 	 	 
	(5)  Has an early amortization event occurred?	[Y/N]	 
	 	 	 
	(6)  Have any Payment Rate Triggers been met?	[Y/N]	 
	 	 	 
	Current Monthly Payment Rate	[•]	%
	Prior Monthly Payment Rate	[•]	%
	Second Prior Monthly Payment Rate	[•]	%
	3 Month Average Monthly Payment Rate	[•]	%
	 	 	 
	(7)  Has the Default Rate Trigger been met?	 	 
	 	 	 
	Current Monthly Default Rate	[•]	%
	Prior Monthly Default Rate	[•]	%
	Second Prior Monthly Default Rate	[•]	%
	3 Month Average Monthly Period Default Rate	[•]	%
	 	 	 
	(8)  Reserve Account balance < Reserve Account trigger	 	 
	 	 	 
	Reserve Account balance	[•]	%
	(A)  Required Reserve Account Percentage minus 0.25%	[•]	%
	times (B) Note Principal Balance	[•]	%
	Reserve Account Trigger	[•]	%
	 	 	 
	(9)  The sum of all investments held in trust accounts of the Issuer >50% of the assets of the Issuer	 	 
	 	 	 
	Current Month	[•]	%


 


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	Prior Month	[•]	%
	Second Prior Month	[•]	%
	Third Prior Month	[•]	%
	Fourth Prior Month	[•]	%
	Fifth Prior Month	[•]	%
	 	 	 
	(10)  Have any new series been issued during the related monthly collection period?	[Y/N]	 
	 	 	 
	(11) Have any account additions or account removals occurred during the related monthly collection period?	[Y/N]	 


 


Delinquency


	Days Outstanding	 	Amount
 (Dollars in

Millions)	 	Percentage of Total
 Receivables
 Outstanding	 
	31-60 Days	 	$                              [•]	 	[•]	% 
	61-90 Days	 	[•]	 	[•]	% 
	91-120 Days	 	[•]	 	[•]	% 
	121-150 Days	 	[•]	 	[•]	% 
	151-180 Days	 	[•]	  	[•]	% 
	 	 	 	 	 	 
	Total	 	$                              [•]	 	[•]	% 


 


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IN WITNESS WHEREOF, the undersigned has duly
executed this Monthly Noteholder’s Statement as of the [•] day of [•] 20[••].


 


	 	General Electric
    Capital Corporation,
	 	as Master Servicer
	 	 
	 	By:	  
	 	Name:
	 	Title:


 


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