exv4w7



 





Exhibit 4.7




RECEIVABLES PURCHASE AND CONTRIBUTION AGREEMENT




between




CDF FUNDING, INC.,




as Seller,




and




GE DEALER FLOORPLAN MASTER NOTE TRUST,




as Buyer




Dated as of August 12, 2004




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TABLE OF CONTENTS

(continued)




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page
	ARTICLE I DEFINITIONS	 	 	1	 
	 
	 	Section 1.1	 	Definitions	 	 	1	 
	 
	 	Section 1.2	 	Other Interpretive Matters	 	 	10	 
	ARTICLE II SALES	 	 	11	 
	 
	 	Section 2.1	 	Sales	 	 	11	 
	 
	 	Section 2.2	 	Acceptance by Buyer	 	 	12	 
	 
	 	Section 2.3	 	Characterization of Transfers	 	 	13	 
	 
	 	Section 2.4	 	Purchase Price	 	 	13	 
	 
	 	Section 2.5	 	Adjustments	 	 	13	 
	 
	 	Section 2.6	 	Addition of Accounts	 	 	14	 
	 
	 	Section 2.7	 	Removal of Accounts	 	 	15	 
	 
	 	Section 2.8	 	Additional Sellers	 	 	16	 
	 
	 	Section 2.9	 	Additional Originators	 	 	17	 
	ARTICLE III CONDITIONS PRECEDENT	 	 	17	 
	 
	 	Section 3.1	 	Conditions to Initial Transfer	 	 	17	 
	 
	 	Section 3.2	 	Conditions to all Transfers	 	 	17	 
	ARTICLE IV OTHER MATTERS RELATING TO SELLER	 	 	17	 
	 
	 	Section 4.1	 	Merger or Consolidation of, or Assumption of the Obligations of, Seller, etc.	 	 	18	 
	ARTICLE V BANKRUPTCY EVENTS	 	 	19	 
	 
	 	Section 5.1	 	Rights upon the Occurrence of a Bankruptcy Event	 	 	19	 
	ARTICLE VI REPRESENTATIONS, WARRANTIES AND COVENANTS	 	 	19	 
	 
	 	Section 6.1	 	Representations and Warranties of Seller	 	 	19	 
	 
	 	Section 6.2	 	Affirmative Covenants of Seller	 	 	22	 
	 
	 	Section 6.3	 	Negative Covenants of Seller	 	 	23	 
	ARTICLE VII MISCELLANEOUS	 	 	24	 
	 
	 	Section 7.1	 	Notices	 	 	24	 
	 
	 	Section 7.2	 	No Waiver; Remedies	 	 	25	 
	 
	 	Section 7.3	 	Successors and Assigns	 	 	26	 
	 
	 	Section 7.4	 	Termination	 	 	26	 
	 
	 	Section 7.5	 	Survival	 	 	26	 





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TABLE OF CONTENTS

(continued)



	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page
	 
	 	Section 7.6	 	Complete Agreement; Modification of Agreement	 	 	26	 
	 
	 	Section 7.7	 	GOVERNING LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL	 	 	26	 
	 
	 	Section 7.8	 	Counterparts	 	 	28	 
	 
	 	Section 7.9	 	Severability	 	 	28	 
	 
	 	Section 7.10	 	Section Titles	 	 	28	 
	 
	 	Section 7.11	 	No Setoff	 	 	28	 
	 
	 	Section 7.12	 	Further Assurances	 	 	28	 
	 
	 	Section 7.13	 	Accounting Changes	 	 	29	 
	 
	 	Section 7.14	 	No Indirect or Consequential Damages	 	 	29	 
	 
	 	Section 7.15	 	No Proceedings	 	 	29	 







	 	 	 
	SCHEDULES
	 	 
	 
	 	 
	SCHEDULE 1
	 	List of Accounts
	 
	 	 
	SCHEDULE 6.1(a)(ii)
	 	UCC Information
	 
	 	 
	SCHEDULE 6.1(a)(viii)
	 	Perfection Representations and Warranties







	 
	EXHIBITS



	EXHIBIT A
Form of Assignment



	EXHIBIT B Form of Reassignment



	EXHIBIT C Form of Opinion of Counsel with Respect to Additional Accounts






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     RECEIVABLES PURCHASE AND CONTRIBUTION AGREEMENT, dated as of August 12,
2004 (this “Agreement”), between CDF FUNDING, INC., a Delaware corporation, as
Seller, and GE DEALER FLOORPLAN MASTER NOTE TRUST, a statutory trust organized
under the laws of the State of Delaware, as Buyer (“Buyer”).



     In consideration of the premises and the mutual covenants hereinafter
contained, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:



ARTICLE I




DEFINITIONS




     Section 1.1 Definitions.



     “Account” means each Initial Account and each Additional Account. The
term Account includes an Additional Account only from and after its Addition
Date and includes any Removed Account only prior to its Removal Date.



     “Account Schedule” means a computer file or microfiche list or other list
containing a true and complete list of Accounts, identified by account number
(or by an alpha-numeric identifier that uniquely and objectively identifies the
applicable account number pursuant to a protocol that has been provided to
Buyer) and setting forth the receivables balance for each as of (i) the
applicable Addition Cut-Off Date, in the case of an Account Schedule relating
to Additional Accounts, (ii) the Removal Notice Date, in the case of an Account
Schedule relating to Removed Accounts or (iii) the date specified therein, in
the case of any other Account Schedule. Notwithstanding the foregoing, the
initial Account Schedule does not set forth receivables balances, and any
failure to set forth receivables balances in such a file or list shall not
impair the file’s or list’s effectiveness as an Account Schedule.



     “Accounting Changes” means, with respect to any Person: (a) changes in
accounting principles required by the promulgation of any rule, regulation,
pronouncement or opinion of the Financial Accounting Standards Board of the
American Institute of Certified Public Accountants (or any successor thereto or
any agency with similar functions); (b) changes in accounting principles
concurred by such Person’s certified public accountants; (c) purchase
accounting adjustments under A.P.B. 16 or 17 and EITF 88-16, and the
application of the accounting principles set forth in FASB 109, including the
establishment of reserves pursuant thereto and any subsequent reversal (in
whole or in part) of such reserves; and (d) the reversal of any reserves
established as a result of purchase accounting adjustments.



     “Accounts Receivable” means, with respect to any Dealer, all amounts shown
on such Dealer’s records as amounts payable by a customer (which customer may
be a Dealer) in respect of goods or services sold by such Dealer to such
customer.



     “Accounts Receivable Business” means the extensions of credit made by an
Originator to Dealers in order to finance the Accounts Receivable of such
Dealers.



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     “Accounts Receivable Financing Agreement” means an accounts receivable
financing agreement or accounts receivable purchase agreement entered into by
an Originator with a Dealer in connection with the Accounts Receivable
Business.



     “Addition Cut-Off Date” means, as to any Additional Account, the date
specified as such in the related Assignment.



     “Addition Date” means, as to any Additional Account, the date specified as
such in the related Assignment.



     “Additional Accounts” is defined in Section 2.6(a).



     “Affiliate” means, with respect to any Person, (a) each Person that,
directly or indirectly, owns or controls, whether beneficially, or as a
trustee, guardian or other fiduciary, five percent (5%) or more of the
securities having ordinary voting power in the election of directors of such
Person, (b) each Person that controls, is controlled by or is under common
control with such Person, or (c) each of such Person’s officers, directors,
joint venturers and partners. For the purposes of this definition, “control” of
a Person means the possession, directly or indirectly, of the power to direct
or cause the direction of its management or policies, whether through the
ownership of voting securities, by contract or otherwise.



     “Aggregate Reassignment Amount” means, for any reassignment of the
Transferred Receivables pursuant to Section 6.1(e), the greater of (a) the
aggregate outstanding amount (comprising principal, interest and all other
non-principal amounts) of the Receivables held by Buyer as of the end of the
preceding Monthly Period, and (b) the aggregate outstanding principal balance
of all notes issued by Buyer pursuant to the Indenture and any Indenture
Supplement, in each case as of the Payment Date on which the reassignment is
scheduled to be made, plus accrued and unpaid interest on all series of such
notes through such Payment Date.



     “Agreement” is defined in the preamble.



     “Agreement Termination Date” is defined in Section 7.4.



     “Asset Based Lending Business” means the extensions of credit made by an
Originator to Dealers in order to provide loans based on the value of certain
assets of such Dealers.



     “Asset Based Lending Financing Agreement” means an asset based lending
financing agreement entered into by an Originator and a Dealer in connection
with the Asset Based Lending Business.



     “Assignment” is defined in Section 2.6(c).



     “Authorized Officer” means (a) with respect to any corporation or
statutory trust, the Chairman or Vice-Chairman of the Board, the President, any
Vice President, the Secretary, the Treasurer, any Assistant Secretary, any
Assistant Treasurer and each other officer or employee of such corporation or
trustee of such trust specifically authorized in resolutions of the Board of
Directors of such corporation or trustee of such trust to sign agreements,
instruments or other documents on behalf of such corporation or statutory trust
in connection with the transactions



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contemplated by the Related Documents, and (b) with respect to a limited
liability company, an officer or manager of such limited liability company.



     “Bankruptcy Event” means, as to any Person, any of the following events:
(a) a case or proceeding shall have been commenced against such Person seeking
a decree or order in respect of such Person (i) under any Debtor Relief Law,
(ii) appointing a custodian, receiver, liquidator, assignee, trustee or
sequestrator (or similar official) for any such Person or for any substantial
part of such Person’s assets, or (iii) ordering the winding-up or liquidation
of the affairs of any such Person; or (b) such Person shall (i) file a petition
seeking relief under any Debtor Relief Law, (ii) consent or fail to object in a
timely and appropriate manner to the institution of proceedings thereunder or
to the filing of any such petition or to the appointment of or taking
possession by a custodian, receiver, liquidator, assignee, trustee or
sequestrator (or similar official) for such Person or for any substantial part
of such Person’s assets, (iii) make an assignment for the benefit of creditors,
or (iv) take any corporate or statutory trust action in furtherance of any of
the foregoing.



     “Business Day” means any day that is not a Saturday, a Sunday or a day on
which banks are required or permitted to be closed in the State of New York or
the state of Master Servicer’s principal place of business (which, as of the
Closing Date, is the State of Connecticut).



     “Buyer” is defined in the preamble.



     “Closing Date” means August 12, 2004.



     “Collateral Security” means, with respect to any Receivable, (i) the
security interest, if any, granted by or on behalf of the related Dealer with
respect thereto, including a security interest in the related Products,
Accounts Receivable or assets, (ii) all other security interests or liens and
property subject thereto from time to time purporting to secure payment of such
Receivable, whether pursuant to the agreement giving rise to such Receivable or
otherwise, together with all financing statements filed against a Dealer
describing any collateral securing such Receivable, (iii) all guarantees,
insurance and other agreements (including Floorplan Agreements and
subordination agreements with other lenders) or arrangements of whatever
character from time to time supporting or securing payment of such Receivable
whether pursuant to the agreement giving rise to such Receivable or otherwise,
and (iv) all Records in respect of such Receivable.



     “Collections” means, without duplication, all payments by or on behalf of
Dealers received in respect of the Receivables (including proceeds from the
realization upon any Collateral Security) in the form of cash, checks, wire
transfers or any other form of payment. Collections that constitute Recoveries
shall be considered to be Collections of Non-Principal Receivables.



     “Credit and Collection Policies” means the credit and collection policies
adopted by Seller by a resolution of its board of directors on or prior to the
Closing Date, as such credit and collections policies may be amended from time
to time.


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     “Date of Processing” means, as to any transaction, the Business Day on
which the transaction is first recorded on Master Servicer’s computer file of
accounts (without regard to the effective date of such recordation).



     “Dealer” means a Person engaged generally in the business of purchasing
consumer or commercial goods from a manufacturer or distributor thereof and
holding such goods for sale or lease in the ordinary course of business or a
Person engaged generally in the business of manufacturing or distributing
consumer or commercial goods for sale to Dealers in the ordinary course of
business.



     “Debtor Relief Laws” means Title 11 of the United States Code and all
other applicable liquidation, conservatorship, bankruptcy, moratorium,
rearrangement, receivership, insolvency, reorganization, suspension of
payments, readjustment of debt, marshalling of assets or similar debtor relief
laws of the United States, any state or any foreign country from time to time
in effect, affecting the rights of creditors generally.



     “Defaulted Receivables” on any Determination Date means all Receivables
(other than Ineligible Receivables and any Designated Ineligible Receivables)
in an Account which are charged off as uncollectible on or prior to such
Determination Date in respect of the immediately preceding Monthly Period in
accordance with Seller’s customary and usual servicing procedures for servicing
Dealer receivables comparable to the Receivables which have not been sold to
third parties.



     “Delinquent Receivables” means Receivables that have been SAU or NSF for
at least thirty-one (31) days.



     “Deposit Date” is defined in Section 6.1(d).



     “Designated Ineligible Receivable” means, without duplication, (i) any
Receivable that arises in an Eligible Account but was not an Eligible
Receivable at the time of its transfer to Buyer; and (ii) any Receivable that,
at the time of its transfer to Buyer has been SAU or NSF for more than ninety
(90) days.



     “Designated Participation Interest” is defined in Section 2.6(b).



     “Determination Date” means the second Business Day preceding each Payment
Date.



     “DFS Financing Trust” means Distribution Financial Services Floorplan
Master Trust, a common-law trust formed pursuant to the Pooling and Security
Agreement.



     “Early Amortization Event” is defined in the Indenture.



     “Eligible Account” is defined in the First Tier Agreement.



     “Eligible Receivable” is defined in the First Tier Agreement.



     “Excess Funding Account” is defined in the Indenture.



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     “Financing Agreement” means a Wholesale Financing Agreement, Accounts
Receivable Financing Agreement or Asset Based Lending Financing Agreement.



     “First Tier Agreement” means the Receivables Sale Agreement dated as of
August 12, 2004 among the Originators and Seller.



     “Floorplan Agreement” means an agreement entered into by an Originator and
a Manufacturer establishing certain terms and conditions for the financing of
such Manufacturer’s Dealers by such Originator, which may include such
Manufacturer’s agreement, among other matters, to repurchase from, or remarket
for, such Originator Products sold by such Manufacturer to any of its Dealers
and financed by such Originator under a Wholesale Financing Agreement if such
Originator acquires possession of such Products because of a default by such
Dealer under such Wholesale Financing Agreement, whether by repossession,
voluntary surrender or other circumstances.



     “Floorplan Business” means the extensions of credit made by an Originator
to Dealers in order to finance Products purchased by Dealers from Manufacturers
for sale or lease by such Dealers.



     “Free Equity Amount” is defined in the Indenture.



     “GAAP” means generally accepted accounting principles in the United States
of America in effect from time to time.



     “GE Capital” means General Electric Capital Corporation, a Delaware
corporation.



     “Governmental Authority” means any nation or government, any state or
other political subdivision thereof, and any agency, department or other entity
exercising executive, legislative, judicial, regulatory or administrative
functions of or pertaining to government.



     “Indenture” means the Master Indenture dated as of August 12, 2004 between
Buyer and the Indenture Trustee.



     “Indenture Supplement” means a supplement to the Indenture executed and
delivered pursuant to the Indenture.



     “Indenture Trustee” means Wilmington Trust Company, as indenture trustee
under the Indenture.



     “Ineligible Account” means an Account that at the time of determination is
not an Eligible Account.



     “Ineligible Receivable” is defined in Section 6.1(c).



     “Initial Account” means each individual revolving credit arrangement
established by an Originator with a Dealer which was identified in the Account
Schedule delivered in connection with the execution and delivery of this
Agreement.



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     “Insurance Proceeds” with respect to an Account means any amounts received
pursuant to any policy of insurance which are required to be paid to an
Originator pursuant to a Wholesale Financing Agreement, Accounts Receivable
Financing Agreement or Asset Based Lending Financing Agreement.



     “Lien” means any mortgage or deed of trust, pledge, hypothecation,
assignment, deposit arrangement, lien, charge, claim, security interest,
easement or encumbrance, or preference, priority or other security agreement or
preferential arrangement of any kind or nature whatsoever (including any lease
or title retention agreement, any financing lease having substantially the same
economic effect as any of the foregoing, and the filing of, or agreement to
give, any financing statement perfecting a security interest under the UCC or
comparable law of any jurisdiction).



     “Litigation” means, with respect to any Person, any action, claim,
lawsuit, demand, investigation or proceeding pending or threatened against such
Person before any court, board, commission, agency or instrumentality of any
federal, state, local or foreign government or of any agency or subdivision
thereof or before any arbitrator or panel of arbitrators.



     “Manufacturer” means a Person engaged generally in the business of
manufacturing or distributing Products for sale or lease to Dealers in the
ordinary course of business.



     “Master Servicer” means GE Capital, in its capacity as master servicer
under the Servicing Agreement, or any other Person designated as a successor
master servicer pursuant to the Servicing Agreement.



     “Material Adverse Effect” means, with respect to Seller, a material
adverse effect on (a) the ability of Seller to perform any of its obligations
under the Related Documents in accordance with the terms thereof, (b) the
validity or enforceability of any Related Document or the rights and remedies
of Buyer under any Related Document with respect to Seller, or (c) the
Transferred Receivables (including the collectibility of the Transferred
Receivables and the security interests and other rights securing and supporting
the payment of the Transferred Receivables), the Financing Agreements therefor
or the ownership interests or Liens of Seller or Buyer thereon or the priority
of such interests or Liens.



     “Minimum Free Equity Amount” is defined in the Indenture.



     “Monthly Period” means a calendar month.



     “Non-Principal Collections” means the sum of (a) Collections of interest
and all other non-principal charges (including insurance service fees and
handling fees) on the Receivables, and (b) all Recoveries.



     “Non-Principal Receivables” with respect to any Account means all amounts
billed to the related Dealer in respect of interest and all other non-principal
charges.



     “Noteholder” is defined in the Indenture.


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     “Note Trust Certificate” means the Note Trust Certificate, Series
2004-NTC, issued pursuant to the Series 2004-NTC Supplement.



     “Note Trust Principal Balance” is defined in the Indenture.



     “NSF” means, with respect to a Receivable, that a check in payment of such
Receivable has been returned because of insufficient funds and has not
thereafter been paid.



     “Officer’s Certificate” means, with respect to any Person, a certificate
signed by an Authorized Officer of such Person.



     “Opinion of Counsel” means a written opinion of counsel, who may be
counsel for, or an employee of, the Person providing the opinion.



     “Originator” means each of GE Commercial Distribution Finance Corporation,
Transamerica Commercial Finance Corporation, Brunswick Acceptance Company, LLC,
and any other originator so designated pursuant to Section 2.9 of the First
Tier Agreement.



     “Originator Guaranty” means the Originator Performance Guaranty dated as
of August 12, 2004 made by GE Capital.



     “Outstanding Balance” means, with respect to any Principal Receivable, the
outstanding amount of such Principal Receivable; provided, that the Outstanding
Balance of a Defaulted Receivable shall equal zero.



     “Participation Agreement” means an agreement between an Originator and a
lender pursuant to which such Originator conveys to such lender an undivided
interest in certain receivables that is pari passu in all respects (other than
nonsubordinated interest strips and fees) with the undivided interest retained
by such Originator.



     “Participation Interest” means the undivided interest, created pursuant to
a Participation Agreement, in a receivable in which a Receivable represents the
remaining undivided interest.



     “Payment Date” means, except as otherwise specified in any Indenture
Supplement for the Series relating thereto, the twentieth
(20th) day of each
calendar month, or if the twentieth (20th) day is not a Business Day, the next
Business Day.



     “Permitted Encumbrances” means the following: (a) Liens for taxes or
assessments or other governmental charges not yet due and payable; (b) inchoate
and unperfected workers’, mechanics’, suppliers’ or similar Liens arising in
the ordinary course of business; (c) presently existing or hereinafter created
Liens in favor of, or created by, Buyer; (d) any Lien created or permitted by
any Related Document; (e) any Lien created by any Participation Agreement; and
(f) any security interests in assets that are subordinate to the security
interests securing the related Receivables.



     “Person” means any individual, sole proprietorship, partnership, joint
venture, unincorporated organization, trust (including a business trust),
association, corporation, limited


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liability company, institution, public benefit corporation, joint stock
company, Governmental Authority or any other entity of whatever nature.



     “Pooling and Servicing Agreement” means the Amended and Restated Pooling
and Servicing Agreement , dated as of April 1, 2000, among CDF Financing,
L.L.C. (as successor to Deutsche Floorplan Receivables, L.P.), GE Commercial
Distribution Finance Corporation (formerly known as Deutsche Financial Services
Corporation), and Wilmington Trust Company (as successor to The Chase Manhattan
Bank), as trustee.



     “Principal Collections” means Collections other than Non-Principal
Collections. Amounts paid by Seller pursuant to Section 2.5 shall be deemed to
be Principal Collections.



     “Principal Receivable” with respect to an Account means amounts shown on
Seller’s records as Receivables (other than such amounts which represent
Non-Principal Receivables) payable by the related Dealer.



     “Products” means the commercial and consumer goods financed by an
Originator for Dealers.



     “Purchase Date” means the Closing Date and, thereafter, each Business Day.



     “Purchase Price” is defined in Section 2.4(a).



     “Rating Agency” is defined in the Indenture.



     “Rating Agency Condition” is defined in the Indenture.



     “Reassignment” is defined in Section 2.7(a).



     “Receivable” means, with respect to an Account, all amounts payable
(including interest, finance charges and other charges), and the obligation to
pay such amounts, by the related Dealer from time to time in respect of
advances made by an Originator to or on behalf of such Dealer in connection
with the Floorplan Business, the Accounts Receivable Business or the Asset
Based Lending Business, as the case may be, together with the group of writings
evidencing such amounts and the security interest created in connection
therewith and all of the rights, remedies, powers and privileges thereunder
(including under the related Financing Agreement); provided, that if a
Participation Interest has been created in respect of such Account, whether
before or after such Account has been designated as an Account, the amounts so
payable by the related Dealer that are allocable to such Participation Interest
shall not be part of the “Receivables” in respect of such Account. A
Receivable that, prior to its transfer to Buyer, was subject to a participation
from an Originator in favor of another Originator shall be considered a
Receivable.



     “Records” means, with respect to any Receivables, all Financing Agreements
and other documents, books, records and other information (including computer
programs, tapes, disks, data processing software and related property and
rights) relating to such Receivable and the related Dealer.


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     “Recoveries” on any date means all amounts received, including Insurance
Proceeds, during the Monthly Period immediately preceding such date with
respect to Receivables which have previously become Defaulted Receivables.



     “Related Documents” means this Agreement, the First Tier Agreement, the
Trust Agreement, the Servicing Agreement, the Indenture, any Indenture
Supplement and all other pledges, powers of attorney, consents, assignments,
contracts, notices, and all other written matter whether heretofore, now or
hereafter executed by or on behalf of any Person, or any employee of any
Person, and delivered in connection with any of the foregoing or the
transactions contemplated thereby.



     “Removed Account” means an Account that is removed from the Account
Schedule in accordance with Section 2.7.



     “Removal Date” is defined in Section 2.7(a).



     “Removal Notice Date” is defined in Section 2.7(a).



     “Required Principal Balance” is defined in the Indenture.



     “Requirements of Law” means, as to any Person, the certificate of
incorporation or articles of association and by-laws or other organizational or
governing documents of such Person, and any law, treaty, rule or regulation, or
determination of an arbitrator or Governmental Authority, in each case
applicable to or binding upon such Person or to which such Person is subject,
whether federal, state or local.



     “S&P” means Standard & Poor’s Ratings Services, a division of The McGraw –
Hill Companies, Inc.



     “SAU” means, with respect to a Receivable, that if such Receivable was
originally secured by a security interest in a Product, such Product has been
sold and such Receivable is not paid in full.



     “Seller” means CDF Funding, Inc.



     “Series” means a series of notes issued under the Indenture.



     “Series 2004-NTC Supplement” means the Series 2004-NTC Supplement, dated
as of August 12, 2004, among CDF Financing, L.L.C., GE Commercial Distribution
Finance Corporation, and Wilmington Trust Company, as trustee.



     “Servicing Agreement” means the Servicing Agreement dated as of August 12,
2004, between Master Servicer and Buyer.



     “Sub-Servicer” means any Person with whom Master Servicer enters into a
Sub-Servicing Agreement.


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     “Sub-Servicing Agreement” means any written contract entered into between
Master Servicer and any Sub-Servicer relating to the servicing, administration
or collection of any Transferred Receivables.



     “Subsidiary” means, with respect to any Person, any corporation or other
entity (a) of which securities or other ownership interests having ordinary
voting power to elect a majority of the board of directors or other Persons
performing similar functions are at the time directly or indirectly owned by
such Person or (b) that is directly or indirectly controlled by such Person
within the meaning of control under Section 15 of the Securities Act of 1933.



     “Transfer Date” means, with respect to a Transferred Receivable, the date
on which Buyer acquires such Transferred Receivable from Seller pursuant to
Section 2.1 or any Assignment.



     “Transferred Assets” is defined in Section 2.1(a).



     “Transferred Receivable” means any Receivable purchased by Buyer from
Seller pursuant to this Agreement or any Assignment, including Principal
Receivables and Non-Principal Receivables that exist at the time of purchase of
any Principal Receivables in the same Account or that arise in an Account after
the date of purchase of Principal Receivables in the Account. However,
Receivables that are repurchased by Seller pursuant to this Agreement or
purchased by Master Servicer pursuant to the Servicing Agreement shall cease to
be considered “Transferred Receivables” from the date of such purchase.



     “Trust Agreement” means the Amended and Restated Trust Agreement dated as
of August 12, 2004, between Seller and The Bank of New York (Delaware), as
trustee.



     “Trustee” means The Bank of New York (Delaware), not in its individual
capacity but solely in its capacity as trustee under the Trust Agreement, its
successors in interest and any successor trustee under the Trust Agreement.



     “UCC” means, with respect to any jurisdiction, the Uniform Commercial Code
as the same may, from time to time, be enacted and in effect in such
jurisdiction.



     “United States” means the United States of America, together with its
territories and possessions.



     “Wholesale Financing Agreement” means a wholesale financing agreement
entered into by an Originator and a Dealer in order to finance Products
purchased by such Dealer from a Manufacturer.



     Section 1.2 Other Interpretive Matters. All terms defined directly or by
incorporation in this Agreement shall have the defined meanings when used in
any certificate or other document delivered pursuant thereto unless otherwise
defined therein. For purposes of this Agreement and all related certificates
and other documents, unless the context otherwise requires: (a) accounting
terms not otherwise defined in this Agreement, and accounting terms partly
defined in this Agreement to the extent not defined, shall have the respective
meanings given to them under GAAP; (b) unless otherwise provided, references to
any month, quarter or



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year refer to a calendar month, quarter or year; (c) terms defined in
Article 9 of the UCC as in effect in the applicable jurisdiction and not
otherwise defined in this Agreement are used as defined in that Article; (d)
references to any amount as on deposit or outstanding on any particular date
means such amount at the close of business on such day; (e) the words “hereof,”
“herein” and “hereunder” and words of similar import refer to this Agreement
(or the certificate or other document in which they are used) as a whole and
not to any particular provision of this Agreement (or such certificate or
document); (f) references to any Section, Schedule or Exhibit are references to
Sections, Schedules and Exhibits in or to this Agreement (or the certificate or
other document in which the reference is made), and references to any
paragraph, subsection, clause or other subdivision within any Section or
definition refer to such paragraph, subsection, clause or other subdivision of
such Section or definition; (g) the term “including” means “including without
limitation”; (h) references to any law or regulation refer to that law or
regulation as amended from time to time and include any successor law or
regulation; (i) references to any agreement refer to that agreement as from
time to time amended, restated or supplemented or as the terms of such
agreement are waived or modified in accordance with its terms; and (j)
references to any Person include that Person’s successors and permitted
assigns.



ARTICLE II




SALES




     Section 2.1 Sales.



     (a) By execution of this Agreement, Seller does hereby transfer, assign,
set over and otherwise convey to Buyer, without recourse except as provided
herein, all of Seller’s right, title and interest in, to and under, the
following (the “Transferred Assets”): (i) the Receivables existing at the
opening of business on the Closing Date, and thereafter created from time to
time until the Agreement Termination Date, together with the Collateral
Security and Collections with respect thereto and related Recoveries, in each
case together with all monies due or to become due and all amounts received or
receivable with respect thereto and Insurance Proceeds relating thereto, (ii)
without limiting the generality of the foregoing or the following, all of
Seller’s rights to receive payments from any Dealer in respect of such
Receivables and (iii) all proceeds of all of the foregoing. The foregoing does
not constitute and is not intended to result in the creation or assumption by
Buyer of any obligation of Seller or any other Person in connection with the
Accounts or the Transferred Receivables or under any agreement or instrument
relating thereto, including any obligation under the Financing Agreements, the
Floorplan Agreements or any Participation Agreement or any obligation to any
Dealer or any Manufacturer. The foregoing conveyance shall be effective (x) on
the Closing Date, as to all Transferred Assets then existing (it being
understood and agreed that, in the case of this clause (x), the Collections
transferred to Buyer shall include all Collections since July 31, 2004), and
(y) on each Purchase Date, as to all Transferred Assets arising since the prior
Purchase Date.



     (b) Seller agrees, at its own expense, (i) on or prior to (x) the Closing
Date, in the case of the Initial Accounts, (y) the applicable Addition Date, in
the case of Additional Accounts, and (z) the applicable Removal Date, in the
case of Removed Accounts, to indicate, or cause to be indicated, in the
appropriate computer files that Receivables created (or reassigned, if
applicable, in the case of Removed Accounts) in connection with the Accounts
have been


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conveyed to Buyer pursuant to this Agreement (or conveyed to Seller or its
designee, if applicable, in accordance with Section 2.7, in the case of Removed
Accounts) by including, or causing to be included, in such computer files a
code so identifying each such Account (or, in the case of Removed Accounts,
deleting, or causing to be deleted, such code thereafter) and (ii) on or prior
to the date referred to in clauses (i)(x), (y) or (z), as applicable, to
deliver to Buyer an Account Schedule. The initial such Account Schedule, as
supplemented from time to time to reflect Additional Accounts and Removed
Accounts, shall be marked as Schedule 1 to this Agreement and is hereby
incorporated into and made a part of this Agreement. Once the code referenced
in clause (i) of this paragraph has been included with respect to any Account,
Seller further agrees not to permit such code to be altered during the
remaining term of this Agreement unless and until (x) such Account becomes a
Removed Account, or (y) Seller shall have delivered to Buyer at least thirty
(30) days’ prior written notice of its intention to do so and has taken such
action as is necessary or advisable to cause the interest of Buyer in the
Transferred Receivables to continue to be perfected with the priority required
by this Agreement.



     (c) By execution of this Agreement, Seller does hereby transfer, assign,
set over and otherwise convey to Buyer, as a capital contribution, all of
Seller’s right, title and interest in, to and under (i) the Note Trust
Certificate, (ii) without limiting the generality of the foregoing or the
following, all of Seller’s rights to receive payments from the DFS Financing
Trust in respect of the Note Trust Certificate, and (iii) all proceeds of the
foregoing. On the Closing Date, Seller shall deliver to Buyer an instrument of
assignment in respect of the Note Trust Certificate, substantially in the form
of the assignment attached to the Note Trust Certificate, and shall deliver, or
cause to be delivered, to Buyer a registered certificate representing the Note
Trust Certificate. The foregoing does not constitute and is not intended to
result in the creation or assumption by Buyer of any obligation of Seller or
any other Person in connection with the Note Trust Certificate.



     Section 2.2 Acceptance by Buyer.



     (a) Buyer hereby acknowledges its acceptance of all right, title and
interest to the property, now existing and hereafter created, conveyed to Buyer
pursuant to Section 2.1. Buyer shall maintain a copy of Schedule 1, as
delivered to it from time to time.



     (b) Buyer hereby agrees not to disclose to any Person any account numbers
or other information contained in the Account Schedule marked as Schedule 1 and
delivered to Buyer, from time to time, except (i) to Master Servicer, any
Sub-Servicer or as required by a Requirement of Law applicable to Buyer, (ii)
in connection with the performance of Buyer’s duties hereunder, (iii) to the
Indenture Trustee in connection with its duties or (iv) to bona fide creditors
or potential creditors of Master Servicer or Seller for the limited purpose of
enabling any such creditor to identify Transferred Receivables or Accounts
subject to this Agreement. Buyer agrees to take such measures as shall be
reasonably requested by Seller to protect and maintain the security and
confidentiality of such information and, in connection therewith, shall allow
Seller or its duly authorized representatives to inspect Buyer’s security and
confidentiality arrangements from time to time during normal business hours
upon prior written notice. Buyer shall promptly notify Seller of any request
received by Buyer to disclose information of the type described in this Section
2.2(b), which notice shall in any event be provided no later than five (5)
Business Days prior to disclosure of any such information unless Buyer is
compelled pursuant to


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a Requirement of Law to disclose such information prior to the date that
is five (5) Business Days after the giving of such notice.



     Section 2.3 Characterization of Transfers.



     (a) The parties hereto intend that each transfer of the Transferred Assets
by Seller to Buyer shall constitute a sale by Seller to Buyer and not a loan by
Buyer to Seller secured by the Transferred Assets. If, contrary to the intent
of the parties hereto, a court of competent jurisdiction determines that any
transfer of Transferred Assets by Seller to Buyer constitutes a loan and not a
sale of the Transferred Assets, then this Agreement shall constitute a security
agreement under applicable law with respect to the Transferred Assets and
Seller shall be deemed to have granted, and Seller hereby grants, to Buyer a
security interest in and to all of Seller’s right, title and interest in, to
and under the Transferred Assets.



     (b) The parties hereto intend that the transfer of the Note Trust
Certificate by Seller to Buyer shall constitute a capital contribution by
Seller to Buyer and not a loan by Buyer to Seller secured by the Note Trust
Certificate. If, contrary to the interest of the parties hereto, a court of
competent jurisdiction determines that the transfer of the Note Trust
Certificate by Seller to Buyer constitutes a loan and not a capital
contribution, then this Agreement shall constitute a security agreement under
applicable law with respect to the Note Trust Certificate and Seller shall be
deemed to have granted, and Seller hereby grants, to Buyer a security interest
in all of Seller’s right, title and interest in, to and under the Note Trust
Certificate.



     Section 2.4 Purchase Price.



     (a) The purchase price for the Transferred Receivables and the other
Transferred Assets related thereto shall equal the fair market value of such
Transferred Receivables and other Transferred Assets as agreed upon by Buyer
and Seller prior to such sale (such amount for any Transferred Assets, the
“Purchase Price”).



     (b) The Purchase Price for any Transferred Assets sold by Seller shall be
payable in full in cash on each Purchase Date; provided, however, that Buyer
may, with respect to any sale, offset against such Purchase Price any amounts
owed by Seller to Buyer hereunder and which remain unpaid. On each such
Purchase Date or other date set by the parties for payment, Buyer shall, upon
satisfaction of the applicable conditions set forth in Article III, make
available to Seller the Purchase Price for the applicable Transferred Assets in
same day funds.



     Section 2.5 Adjustments. If on any day the outstanding amount of any
Principal Receivable is reduced because of a rebate, refund, unauthorized
charge or billing error to a Dealer, or because such Principal Receivable was
created in respect of merchandise which was refused or returned by a Dealer, or
if the outstanding amount of any Principal Receivable is otherwise reduced
other than on account of Collections thereof or such amount being charged-off
as uncollectible, then Seller shall compensate Buyer for such reduction in the
outstanding amount of such Principal Receivable as provided below. Any
adjustment required pursuant to the preceding sentence shall be made not later
than the second Business Day after the Date of Processing for the event giving
rise to such adjustment or less frequently if so agreed between Buyer and
Seller. The amount of each such reduction shall be deducted from the amount of
the


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Purchase Price payable by Buyer to Seller on the Purchase Date that
coincides with or next follows the date of the adjustment, and Seller shall pay
Buyer on that Purchase Date any excess of the aggregate amount of such
reductions over the aggregate Purchase Price otherwise payable to Seller on
that Purchase Date. Notwithstanding the foregoing, on any Purchase Date the
aggregate amount of such reductions shall be paid gross by Seller to Buyer,
without netting against the Purchase Price, to the extent that Buyer informs
Seller that Buyer requires funds to make payments on account of such reductions
under any of the Related Documents.



     Section 2.6 Addition of Accounts.



     (a) Additional Accounts. (i) From time to time, Seller may designate
additional Eligible Accounts (“Additional Accounts”) to be included as
Accounts, so long as the following limits are not exceeded:




	 	(A)	 	during the calendar quarter in which such
Eligible Accounts are added as Accounts, the number of new
Accounts for Dealers that are financing Products of the type
already being financed by an Originator and that are
purchasing such Products from Manufacturers with which an
Originator has an existing business arrangement, does not
exceed ten percent (10%) of the number of all Accounts as of
the end of the preceding calendar quarter,
	 
	 	(B)	 	during the twelve (12) months ending at the
beginning of such calendar quarter, the number of new Accounts
designated pursuant to this sentence does not exceed twenty
percent (20%) of the number of all Accounts as of the
beginning of such twelve (12) month period,
	 
	 	(C)	 	during the calendar quarter in which such
Eligible Accounts are added as Accounts, the outstanding
balance of the Principal Receivables in new Accounts
designated pursuant to this sentence, measured in the case of
a new Account as of the effective date of such designation,
does not exceed ten percent (10%) of the Combined Outstanding
Principal Balances (as such term is defined in the Indenture)
as of the end of the preceding calendar quarter, and
	 
	 	(D)	 	during the twelve (12) months ending at the
beginning of such calendar quarter, the outstanding balance of
the Principal Receivables in new Accounts designated pursuant
to this sentence, measured in the case of a new Account as of
the effective date of such designation, does not exceed twenty
percent (20%) of the Combined Outstanding Principal Balances
(as such term is defined in the Indenture) as of the beginning
of such twelve (12) month period.






     (ii) An Account that is removed pursuant to Section 2.7 for the
purpose of permitting an Originator to convey a participation interest in
Receivables arising in such Account and that, after such participation
interest is created, is designated as an



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Additional Account with an Addition Date that is no more than
forty-five (45) days after its Removal Date, will not need to satisfy the
limits described above.




     (iii) Notwithstanding the foregoing, Seller may designate Additional
Accounts without regard to the limitations in clause (i) above, or
designate Accounts as Additional Accounts if such Accounts are acquired
by an Originator from another Person, if the Rating Agency Condition is
satisfied.




     (iv) If at the end of any Monthly Period, the Free Equity Amount is
less than the Minimum Free Equity Amount or the Note Trust Principal
Balance is less than the Required Principal Balance, Seller shall
designate Additional Accounts on or before the tenth (10th) Business Day
following that Monthly Period. The amount of the required addition is
the amount necessary so that the Free Equity Amount and the Note Trust
Principal Balance, in each case computed on a pro forma basis as if the
Additional Accounts have been designated prior to the end of the Monthly
Period, would at least equal the Minimum Free Equity Amount and Required
Principal Balance, respectively.



     (b) Designated Participation Interests. In lieu of, or in addition to,
designating Additional Accounts as contemplated by subsection (a) above and in
addition to the Note Trust Certificate, Seller may convey to Buyer
participations or additional trust certificates representing undivided or
beneficial interests in a pool of assets primarily consisting of receivables
arising under dealer floorplan loan credit arrangements owned by Seller or any
of its Affiliates and collections thereon (“Designated Participation
Interests”). Seller and Buyer will enter into an amendment to this Agreement
relating to the conveyance of any Designated Participation Interest. The
Rating Agency Condition shall be satisfied in connection with any conveyance of
a Designated Participation Interest under this subsection (b).



     (c) Conditions for Additions of Additional Accounts. Any sale of
Receivables from Additional Accounts shall occur only upon satisfaction of the
following conditions on or before the Addition Date (to the extent provided
below):




     (i) Seller shall have delivered to Buyer (A) prior notice of such
Addition Date, (B) a written assignment in substantially the form of
Exhibit A (the “Assignment”), and Seller shall indicate in its computer
files that the Receivables created in connection with the Additional
Accounts have been transferred to Buyer, and (C) an Account Schedule
reflecting the addition of such Additional Accounts (which Account
Schedule shall be attached as a schedule to such Assignment); and




     (ii) Seller shall deliver an Opinion of Counsel with respect to the
Receivables in the Additional Accounts to Buyer (in such numbers and with
such additional addressees as Buyer may reasonably request) substantially
in the form of Exhibit C (with appropriate modifications).



     Section 2.7 Removal of Accounts.



     From time to time, but not more frequently than once during each Monthly
Period for any Dealer, Seller may request (which request Buyer may deny): (i)
the removal of one or more



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Accounts from the Account Schedule, and (ii) if any such Account was not
an Eligible Account at the time such Account was originally added to the
Account Schedule, the reassignment to Seller or its designee of all Buyer’s
right, title and interest in, to and under (A) the Transferred Receivables then
existing and thereafter created in such Account, (B) the Collateral Security,
Collections and Recoveries with respect thereto, and (C) all monies due or to
become due and all amounts received or receivable with respect thereto and
Insurance Proceeds relating thereto. Any such removal and reassignment shall
be subject to the satisfaction of the following conditions:




     (i) on or before the third Business Day immediately preceding the
Removal Date (the “Removal Notice Date”), Seller shall have given Buyer
written notice of such request and specifying the date for removal of the
proposed Removed Accounts (the “Removal Date”);




     (ii) Buyer shall have delivered its written consent for such removal
to Seller;




     (iii) on or prior to the Removal Date, Seller shall have delivered
to Buyer a schedule listing the proposed Removed Accounts and a schedule
listing the Accounts that are not proposed to be Removed Accounts (which
schedules shall be attached as schedules to such Reassignment);




     (iv) the Rating Agency Condition shall have been met;




     (v) Seller shall have delivered to Buyer an Officer’s Certificate,
dated as of the Removal Date, to the effect that Seller reasonably
believes that: (i) individual Accounts or administratively convenient
groups of Accounts were chosen for removal on a random basis; (ii) no
selection procedure believed by Seller to be materially adverse to the
interest of Buyer or any of its creditors has been used in selecting the
Removed Accounts; and (iii) the removal shall not cause an Early
Amortization Event; and




     (vi) the Outstanding Balance of the Principal Receivables in such
Removed Accounts will not exceed ten billion dollars ($10,000,000,000) or
such higher dollar amount as to which the Rating Agency Condition may be
satisfied (such Rating Agency Condition shall be deemed to have been
satisfied upon the satisfaction of clause (iv) above).



     Notwithstanding the foregoing, the conditions specified in clauses (ii),
(iv), (v) and (vi) shall not apply to the removal of Ineligible Accounts.



     Upon satisfaction of the above conditions (and subject to receipt by Buyer
of the reassignment price agreed upon between Buyer and Seller): (i) Buyer
shall execute and deliver to Seller or its designee a written reassignment in
substantially the form of Exhibit B (the “Reassignment”); (ii) the Account
Schedule shall be deemed to have been amended to remove such Removed Accounts;
and (iii) if such Removed Accounts were not Eligible Accounts at the time such
Accounts were originally designated as Accounts, Buyer shall, without further
action, be deemed to transfer, assign, set over and otherwise convey to Seller
or its designee, effective as of the Removal Date, without recourse,
representation or warranty, all the right, title and interest


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of Buyer in and to the Transferred Receivables arising in such Removed
Accounts, the Collateral Security and Collections and Recoveries with respect
thereto, and all monies due or to become due and all amounts received or
receivable with respect thereto and Insurance Proceeds relating thereto and all
proceeds of the foregoing). In addition, Buyer shall execute such other
documents and instruments of transfer or assignment and take such other actions
as shall reasonably be requested by Seller to effect the conveyance of
Transferred Receivables pursuant to clause (iii) of the previous sentence.



     In addition, at the request of Seller, which request shall specify certain
Delinquent Receivables, Buyer shall sell such Delinquent Receivables to Seller,
whether or not in connection with a removal of the related Account, pursuant to
documents in form and substance satisfactory to Buyer and Seller. Seller will
repurchase such Delinquent Receivables pursuant to this paragraph by paying to
Buyer a repurchase price equal to the Outstanding Balance of such Delinquent
Receivables plus accrued and unpaid interest thereon. Seller may transfer such
Delinquent Receivables to one of its shareholders or to another Affiliate of
Seller; provided that neither Seller nor any transferee from Seller shall
transfer such Delinquent Receivables to an Originator. On any date, the
aggregate Outstanding Balance of the Receivables with respect to which Buyer
will be permitted to transfer to Seller pursuant to this paragraph shall not
exceed ten percent (10%) of the aggregate Outstanding Balance of the
Receivables held by Buyer on such date. If not exercised sooner, the
provisions of this paragraph with respect to any Receivables will automatically
terminate upon (i) the related Dealer’s cure of any defaults on such
Receivable, (ii) the acquisition by, or on behalf of, Buyer of the related
assets through repossession or (iii) a repurchase of such Receivable due to
Seller’s breach of a representation with respect to such Receivable.



     Section 2.8 Additional Sellers. Seller may consent to the designation of
additional or substitute Persons to be included as “Sellers” under the First
Tier Agreement by an amendment to the First Tier Agreement only if the Rating
Agency Condition has been satisfied in connection therewith.



     Section 2.9 Additional Originators. Seller may consent to the designation
of additional Persons as “Originators” under the First Tier Agreement by an
amendment to the First Tier Agreement only if the Rating Agency Condition has
been satisfied in connection therewith.



ARTICLE III




CONDITIONS PRECEDENT




     Section 3.1 Conditions to Initial Transfer. The initial sale or
conveyance hereunder shall be subject to satisfaction of each of the following
conditions precedent (any one or more of which may be waived in writing by
Buyer) as of the Closing Date:



     (a) Documents. This Agreement or counterparts hereof shall have been duly
executed by, and delivered to, Seller and Buyer, and Buyer shall have received
such documents, instruments, agreements and legal opinions as Buyer shall
reasonably request in connection with the transactions contemplated by this
Agreement, each in form and substance reasonably satisfactory to Buyer.



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     (b) Governmental Approvals. Buyer shall have received satisfactory
evidence that Seller has obtained all consents and approvals of all Persons,
including all requisite Governmental Authorities, if any, required for Seller
to execute, deliver and perform this Agreement and to consummate the
transactions contemplated hereby.



     (c) Compliance with Laws. Seller shall be in compliance with all
applicable foreign, federal, state and local laws and regulations, except to
the extent that the failure to so comply, individually or in the aggregate,
could not reasonably be expected to have a Material Adverse Effect.



     Section 3.2 Conditions to all Transfers. Each sale by Seller hereunder
(including the initial sale) shall be subject to satisfaction of the following
further conditions precedent (any one or more of which, except clause (b)
below, may be waived in writing by Buyer) as of the Transfer Date therefor:



     (a) the representations and warranties of Seller contained herein or in
any other Related Document required to be made on such Transfer Date shall be
true and correct in all material respects as of such Transfer Date, both before
and after giving effect to such sale; and



     (b) Seller shall be in compliance in all material respects with each of
its covenants and other agreements set forth herein.



The consummation by Seller of the sale, as applicable, of Transferred Assets on
any Transfer Date shall be deemed to constitute, as of any such Transfer Date,
a representation and warranty by Seller that the conditions in clauses (a) and
(b) of this Section 3.2 have been satisfied as of such Transfer Date.



ARTICLE IV




OTHER MATTERS RELATING TO SELLER




     Section 4.1 Merger or Consolidation of, or Assumption of the Obligations
of, Seller, etc.



     (a) Seller shall not consolidate with or merge into any other Person or
convey or transfer its business substantially as an entirety, or its properties
and assets substantially as an entirety, to any Person (other than, in the case
of a conveyance or transfer of assets, to Buyer) unless:




     (i) the Person formed by such consolidation or into which Seller is
merged or the Person which acquires by conveyance or transfer the
properties and assets of Seller substantially as an entirety shall be, if
Seller is not the surviving entity, an entity organized and existing
under the laws of the United States of America or any State or the
District of Columbia, and, if Seller is not the surviving entity, such
entity shall expressly assume, by an agreement supplemental hereto,
executed and delivered to Buyer, in form reasonably satisfactory to
Buyer, the performance of every covenant and obligation of Seller
hereunder;


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     (ii) Seller has delivered to Buyer (A) an Officer’s Certificate
stating that such consolidation, merger, conveyance or transfer and such
supplemental agreement comply with this Section and that all conditions
precedent herein provided for relating to such transaction have been
complied with, and (B) an Opinion of Counsel to the effect that such
supplemental agreement is a legal, valid and binding obligation of such
surviving entity enforceable against such surviving entity in accordance
with its terms, except as such enforceability may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or other
similar laws affecting creditors’ rights generally from time to time in
effect and except as such enforceability may be limited by general
principles of equity (whether considered in a suit at law or in equity);




     (iii) if Seller is not the surviving entity, the surviving entity
shall file a new UCC financing statement with respect to the interest of
Buyer in the Transferred Assets, if any; and




     (iv) Seller shall have delivered prior written notice to Buyer, with
a copy to the Rating Agencies with respect to such merger, conveyance or
transfer.



     (b) This Section 4.1 shall not be construed to prohibit or in any way
limit Seller’s ability to effectuate any consolidation or merger pursuant to
which Seller would be the surviving entity.



     (c) The obligations of Seller hereunder shall not be assignable nor shall
any Person succeed to the obligations of Seller hereunder except with
satisfaction of the S&P Condition and in each case in accordance with (i) the
provisions of the foregoing paragraphs, (ii) Section 2.8 or (iii) conveyances,
mergers, consolidations, assumptions, sales or transfers to other entities (1)
for which Seller delivers an Officer’s Certificate to Buyer indicating that
Seller reasonably believes that such action will not result in a Material
Adverse Effect, (2) which meet the requirements of clause (ii) of paragraph (a)
and (3) for which such purchaser, transferee, pledgee or entity shall expressly
assume, in an agreement supplemental hereto, executed and delivered to Buyer in
writing in form satisfactory to Buyer, the performance of every covenant and
obligation of Seller thereby conveyed.



ARTICLE V




BANKRUPTCY EVENTS




     Section 5.1 Rights upon the Occurrence of a Bankruptcy Event. If a
Bankruptcy Event occurs with respect to Seller, Seller shall on the day any
such event occurs, immediately cease to transfer Receivables to Buyer and shall
promptly give notice of such event to the Indenture Trustee and Buyer.
Notwithstanding any cessation of the transfer to Buyer of additional
Receivables, Receivables transferred to Buyer prior to the occurrence of such
Bankruptcy Event, and Collections in respect of such Receivables, shall
continue to be property of Buyer.



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ARTICLE VI




REPRESENTATIONS, WARRANTIES AND COVENANTS




     Section 6.1 Representations and Warranties of Seller.



     (a) To induce Buyer to accept the Transferred Assets and the Note Trust
Certificate, Seller makes the following representations and warranties to
Buyer, as of the Closing Date (in the case of Seller) and, to the extent
applicable, on each subsequent Transfer Date following the date on which Seller
became Seller.




     (i) Valid Existence; Power and Authority. Seller (A) is duly
organized, validly existing and in good standing under the laws of its
jurisdiction of organization; (B) is duly qualified to conduct business
and is in good standing in each other jurisdiction where its ownership or
lease of property or the conduct of its business requires such
qualification and where the failure to be so qualified or in good
standing would have a Material Adverse Effect; (C) has all requisite
power and authority to execute, deliver and perform its obligations under
this Agreement; and (D) is able to perform its obligations under this
Agreement and the First Tier Agreement.




     (ii) UCC Information. The true legal name of Seller as registered
in the jurisdiction of its organization and the current location of
Seller’s jurisdiction of organization are set forth in Schedule
6.1(a)(ii) and such name and location have not changed within the past
twelve (12) months. In addition, Schedule 6.1(a)(ii) lists Seller’s (A)
federal employer identification number and (B) organizational
identification number as designated by the jurisdiction of its
organization.




     (iii) Authorization of Transaction; No Violation. The execution,
delivery and performance by Seller of this Agreement and the other
Related Documents to which Seller is a party and, without limiting the
foregoing, the creation of all ownership interests provided for herein:
(A) have been duly authorized by all necessary action on the part of
Seller, and (B) do not violate any provision of any law or regulation of
any Governmental Authority, or contractual or restrictions binding on
Seller, except where such violations, individually or in the aggregate,
could not reasonably be expected to have a Material Adverse Effect.




     (iv) Enforceability. On or prior to the Closing Date, each of the
Related Documents to which Seller is a party shall have been duly
executed and delivered by Seller and each such Related Document shall
then constitute a legal, valid and binding obligation of Seller
enforceable against it in accordance with its terms, subject to
bankruptcy, receivership, conservatorship, insolvency, reorganization,
moratorium and other similar laws of general applicability relating to or
affecting creditors’ rights and to general principles of equity.




     (v) No Proceedings. There are no proceedings or, to the best
knowledge of the Seller, investigations, pending or threatened against
the Seller, before any Governmental Authority (i) asserting the
invalidity of this Agreement, (ii) seeking to


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prevent the consummation of any of the transactions contemplated by
this Agreement, (iii) seeking any determination or ruling that, in the
reasonable judgment of the Seller, would materially and adversely affect
the performance by the Seller of its obligations under this Agreement or
(iv) seeking any determination or ruling that would materially and
adversely affect the validity or enforceability of this Agreement.




     (vi) Accuracy of Certain Information. All written factual
information heretofore furnished by Seller to Buyer with respect to the
Transferred Receivables or the Note Trust Certificate for the purposes
of, or in connection with, this Agreement was true and correct in all
material respects on the date as of which such information was stated or
certified.




     (vii) Use of Proceeds. No proceeds received by Seller under this
Agreement will be used by it for any purpose that violates Regulation U
of the Federal Reserve Board.




     (viii) Transferred Receivables and Note Trust Certificate. With
respect to each Transferred Receivable transferred by Seller to Buyer
pursuant to this Agreement, Seller represents and warrants that as of the
Transfer Date for such Transferred Receivable (and as of the Closing Date
with respect to the Note Trust Certificate):




     (A) such Transferred Receivable satisfies the criteria for an
Eligible Receivable as of such Transfer Date;




     (B) all authorizations, consents, orders or approvals of or
registrations or declarations with any Governmental Authority
required to be obtained, effected or given by Seller in connection
with the conveyance by Seller of such Transferred Receivable and
the Note Trust Certificate to Buyer have been duly obtained,
effected or given and are in full force and effect; and




     (C) the additional representations and warranties set forth in
Schedule 6.1(a)(viii) are true and correct.



     The representations and warranties described in this Section 6.1(a) shall
survive the sale of the Transferred Assets and the Note Trust Certificate to
Buyer, any subsequent assignment or sale of the Transferred Assets by Buyer,
and the termination of this Agreement, the Series 2004-NTC Supplement and the
other Related Documents and shall continue until the payment in full of all
Transferred Assets and the Note Trust Certificate.



     (b) Upon discovery by Seller or Buyer of a breach of any of the
representations and warranties by Seller set forth in this Section 6.1, the
party discovering such breach shall give prompt written notice to the other.
Seller agrees to cooperate with Buyer in attempting to cure any such breach.



     (c) If any representation or warranty of Seller contained in Section
6.1(a)(viii) is not true and correct in any material respect as of the date
specified therein with respect to any Transferred Receivable or any Account and
as a result of such breach Buyer’s interest in such Transferred Receivable or
Account is materially and adversely affected, including if Buyer’s



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rights in, to or under such Transferred Receivables or the proceeds of
such Transferred Receivables are impaired or such proceeds are not available
for any reason to Buyer free and clear of any Lien other than Permitted
Encumbrances, unless cured within sixty (60) days (or such longer period, not
in excess of one hundred twenty (120) days, as may be agreed to by Buyer) after
the earlier to occur of the discovery thereof by Seller or receipt by Seller of
notice thereof given by Buyer, then such Transferred Receivable shall be
designated an “Ineligible Receivable;” provided, that such Transferred
Receivables will not be deemed to be Ineligible Receivables but will be deemed
Eligible Receivables if, on any day prior to the end of such sixty (60) day or
longer period, (i) the relevant representation and warranty shall be true and
correct in all material respects as if made on such day and (ii) Seller shall
have delivered an Officer’s Certificate describing the nature of such breach
and the manner in which the relevant representation and warranty became true
and correct. A Transferred Receivable shall be deemed to become an Ineligible
Receivable if the Dealer relating to such Receivable exercises a Dealer
Repurchase Option with respect thereto.



     (d) Not later than the next Deposit Date falling after the date on which
any Transferred Receivable is designated as an Ineligible Receivable, Seller
shall repurchase such Ineligible Receivable from Buyer as provided below.
“Deposit Date” means the date on which the Issuer is obligated to deposit, or
cause to be deposited, Collections in the Collection Account (as defined in the
Indenture) pursuant to Section 8.4 of the Indenture. The repurchase price for
the Ineligible Receivables in any Account shall equal the outstanding principal
amount of such Receivable, plus accrued and unpaid finance charges thereon as
of the end of the preceding Monthly Period. On any Purchase Date the aggregate
amount of such repurchase prices then payable may be netted against the
Purchase Price then payable, unless Buyer informs Seller that Buyer requires
funds to make payments on account of the related Ineligible Receivables under
any of the Related Documents, in which case such amounts shall be paid gross.



     (e) If any representation or warranty of Seller contained in Section
6.1(a)(i), 6.1(a)(ii), 6.1(a)(iii) or 6.1(a)(iv) of this Agreement is not true
and correct in any material respect and such breach has a material adverse
effect on the Transferred Receivables transferred to Buyer by Seller or the
availability of the proceeds thereof to Buyer, Seller shall be obligated to
accept a reassignment of the Transferred Receivables if such breach and any
material adverse effect caused by such breach is not cured within sixty (60)
days (or within such longer period, not in excess of one hundred fifty (150)
days, as may be agreed to by Buyer), after the earlier to occur of the
discovery thereof by Seller or receipt by Seller of notice thereof given by
Buyer, on the terms set forth below; provided, that such Transferred
Receivables will not be reassigned to Seller if, on any day prior to the end of
such sixty (60) day or longer period (i) the relevant representation and
warranty shall be true and correct in all material respects as if made on such
day and (ii) Seller shall have delivered an Officer’s Certificate describing
the nature of such breach and the manner in which the relevant representation
and warranty became true and correct. In connection with a reassignment
pursuant to the preceding sentence, Seller shall pay to Buyer in immediately
available funds not later than 12:00 noon, New York City time, on the first
Payment Date following the Monthly Period in which such reassignment obligation
arises, in payment for such reassignment, an amount equal to the Aggregate
Reassignment Amount. The payment of such deposit amount in immediately
available funds shall otherwise be considered payment in full of all of the
Transferred Receivables.


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     (f) Upon the payment, if any, required to be made to Buyer as provided in
Section 6.1(d) or 6.1(e), Buyer shall automatically and without further action
be deemed to transfer, assign, set over and otherwise convey to Seller or its
designee, without recourse, representation or warranty, all the right, title
and interest of Buyer in and to the applicable Transferred Receivables, all
moneys due or to become due and all amounts received with respect thereto and
all proceeds thereof. Buyer shall execute such documents and instruments of
transfer or assignment and take such other actions as shall reasonably be
requested by Seller to effect the conveyance of such Transferred Receivables
pursuant to this Section.



     Section 6.2 Affirmative Covenants of Seller. Seller severally covenants
and agrees that, unless otherwise consented to by Buyer, from and after the
Closing Date (or the relevant Transfer Date, as applicable) and until the date
after the Agreement Termination Date when the Outstanding Balance of all
Transferred Receivables have been reduced to zero:



     (a) Account Allocations. If Seller is unable for any reason to transfer
Transferred Receivables to Buyer in accordance with the provisions of this
Agreement (including by reason of the application of the provisions of Section
5.1 or an order by any Governmental Authority that Seller not transfer any
additional Receivables to Buyer) then, in any such event, Seller agrees to
allocate and pay to Buyer or Master Servicer on its behalf, after the date of
such inability, all Collections with respect to Transferred Receivables
previously sold by Seller to Buyer.



     (b) Notice of Material Event. Seller shall promptly inform Buyer in
writing of the occurrence of any of the following with respect to Seller, in
each case setting forth the details thereof and what action, if any, Seller
proposes to take with respect thereto:




     (i) any Litigation commenced or threatened against Seller or with
respect to or in connection with all or any substantial portion of the
Transferred Assets or with respect to the Note Trust Certificate or
developments in such Litigation, in each case, that Seller believes has a
reasonable risk of being determined adversely and having a Material
Adverse Effect;




     (ii) the commencement of a proceeding against Seller seeking a
decree or order in respect of Seller (A) under any Debtor Relief Laws,
(B) appointing a custodian, receiver, liquidator, assignee, trustee or
sequestrator (or similar official) for Seller or for any substantial part
of Seller’s assets, or (C) ordering the winding-up or liquidation of the
affairs of Seller; or




     (iii) Seller’s failure to comply with any of its obligations under
this Agreement.



     (c) Notice of Liens. Seller shall notify Buyer promptly after becoming
aware of any Lien on any Transferred Asset or on the Note Trust Certificate
other than Permitted Encumbrances.



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     (d) Information for Reports. Seller shall promptly deliver any material
written information, documents, records or reports with respect to the
Transferred Receivables or the Note Trust Certificate that Buyer shall
reasonably request.



     (e) Deposit of Collections. Seller shall transfer to Buyer or Master
Servicer on its behalf, promptly, and in any event no later than the Business
Day after receipt thereof, all Collections it may receive in respect of
Transferred Assets.



     (f) Financing Agreements and Policies. Seller shall comply with the
Financing Agreements relating to the Accounts and the Credit and Collection
Policies except insofar as any failure to comply or perform would not
materially and adversely affect the rights of Buyer.



     Section 6.3 Negative Covenants of Seller. Seller severally covenants and
agrees that, without the prior written consent of Buyer, from and after the
Closing Date (or the relevant Transfer Date, as applicable) and until the date
after the Agreement Termination Date when the Outstanding Balances of all
Transferred Receivables transferred hereunder prior to such Agreement
Termination Date have been reduced to zero:



     (a) Liens. Seller shall not create, incur, assume or permit to exist any
Lien, other than Permitted Encumbrances, on or with respect to the Transferred
Assets or the Note Trust Certificate.



     (b) Amendments to Financing Agreements and Credit and Collection Policies.
Seller shall not amend the Financing Agreements; provided, that this sentence
shall not prevent Seller from assigning its rights in a Financing Agreement to
another Seller. Seller shall not amend its Credit and Collection Policies if
such amendment would be adverse in any material respect to Buyer.



     (c) UCC Matters. Seller shall not change its state of organization or
formation or its name such that any financing statement filed to perfect
Buyer’s interests under this Agreement would become seriously misleading,
unless Seller shall have given Buyer not less than thirty (30) days’ prior
written notice of such change.



     (d) No Proceedings. From and after the Closing Date and until the date
one (1) year plus one (1) day following the date on which all amounts due with
respect to securities rated by a rating agency that were issued by any entity
holding Transferred Assets or an interest therein have been paid in full in
cash, Seller shall not, directly or indirectly, institute or cause to be
instituted against Buyer any bankruptcy, reorganization, arrangement,
insolvency or liquidation proceeding or other proceeding under any Debtor
Relief Laws; provided, that the foregoing shall not in any way limit Seller’s
right to pursue any other creditor rights or remedies that Seller may have
under any applicable law.



     (e) Characterization of Sales and Contributions. For accounting purposes,
Seller shall not account for the transactions contemplated by this Agreement in
any manner other than, with respect to the sale of each Transferred Receivable,
as a true sale and absolute assignment of its full right, title and ownership
interest in the related Transferred Assets to Buyer For accounting purposes,
Seller shall not account for its transfer of the Note Trust Certificate to



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Buyer in any manner other than a capital contribution and absolute
assignment of its full right, title and ownership interest in the Note Trust
Certificate to Buyer. Seller shall also maintain its records and books of
account in a manner which clearly reflects each such sale of the Transferred
Receivables to Buyer and its capital contribution of the Note Trust Certificate
to Buyer.



ARTICLE VII




MISCELLANEOUS




     Section 7.1 Notices. Except as otherwise provided herein, whenever it is
provided herein that any notice, demand, request, consent, approval,
declaration or other communication shall or may be given to or served upon any
party hereto by any other party hereto, or whenever any party hereto desires to
give or serve upon any other party hereto any communication with respect to
this Agreement, each such notice, demand, request, consent, approval,
declaration or other communication shall be in writing and shall be deemed to
have been validly served, given or delivered (a) upon the earlier of actual
receipt and three (3) Business Days after deposit in the United States mail,
registered or certified mail, return receipt requested, with proper postage
prepaid, (b) upon transmission, when sent by telecopy or other similar
facsimile transmission (with such telecopy or facsimile promptly confirmed by
delivery of a copy by personal delivery or United States mail as otherwise
provided in this Section 7.1), (c) one (1) Business Day after deposit with a
reputable overnight courier with all charges prepaid or (d) when delivered, if
hand-delivered by messenger, all of which shall be addressed to the party to be
notified and sent to the address or facsimile number set forth below or to such
other address (or facsimile number) as may be substituted by notice given as
herein provided. The giving of any notice required hereunder may be waived in
writing by the party entitled to receive such notice. Failure or delay in
delivering copies of any notice, demand, request, consent, approval,
declaration or other communication to any Person (other than Buyer) designated
in any written communication provided hereunder to receive copies shall in no
way adversely affect the effectiveness of such notice, demand, request,
consent, approval, declaration or other communication. Notwithstanding the
foregoing, whenever it is provided herein that a notice is to be given to any
other party hereto by a specific time, such notice shall be effective only if
actually received by such party prior to such time, and if such notice is
received after such time or on a day other than a Business Day, such notice
shall be effective only on the immediately succeeding Business Day.



     If to Seller:




	 	 	 	CDF Funding, Inc.

1600 Summer Street, 4th Floor

Stamford, CT 06927

Attention: Manager — Securitization

Telephone: (203) 357-4756

Facsimile: (203) 357-6796





     With a copy to:




	 	 	 	General Electric Capital Corporation

44 Old Ridgebury Road




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	 	 	 	Danbury CT 06810

Attention: Portfolio Manager

Telephone: (203) 796-5518

Facsimile: (203) 796-5554





     If to Buyer:




	 	 	 	GE Dealer Floorplan Master Note Trust

c/o The Bank of New York

101 Barclay Street, Floor 8 West (ABS Unit)

New York, NY 10286

Attention: Antonio Vayas

Telephone: (212) 815-8322

Telecopy: (212) 815-2493 or 3883





     With a copy to:




	 	 	 	General Electric Capital Corporation, as Administrator

44 Old Ridgebury Road

Danbury CT 06810

Attention: Manager, Securitizations

Telephone: (203) 796-5518

Facsimile: (203) 796-5554





     Section 7.2 No Waiver; Remedies.



     (a) The failure of any party hereto, at any time or times, to require
strict performance by any other party hereto of any provision of this Agreement
shall not waive, affect or diminish any right of such party thereafter to
demand strict compliance and performance with this Agreement. Any suspension
or waiver of any breach or default hereunder shall not suspend, waive or affect
any other breach or default whether the same is prior or subsequent thereto and
whether of the same or a different type. None of the undertakings, agreements,
warranties, covenants and representations of any party contained in this
Agreement, and no breach or default by any party under this Agreement, shall be
deemed to have been suspended or waived or amended by any other party hereto
unless such waiver or suspension or amendment is by an instrument in writing
signed by an officer of or other duly authorized signatory of such party and,
in the case of a suspension or waiver, directed to the defaulting party
specifying such suspension or waiver.



     (b) Each party’s rights and remedies under this Agreement shall be
cumulative and nonexclusive of any other rights and remedies that such party
may have under any other agreement, including the other Related Documents, by
operation of law or otherwise.



     Section 7.3 Successors and Assigns. This Agreement shall be binding upon
and shall inure to the benefit of Seller and Buyer and their respective
successors and permitted assigns, except as otherwise provided herein. Except
as provided below and in Sections 2.8 or
4.1 of this Agreement, Seller may not assign, transfer, hypothecate or
otherwise convey its rights, benefits,


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obligations or duties hereunder without
having obtained the prior express written consent of Buyer and having satisfied
the S&P Condition. Any such purported assignment, transfer, hypothecation or
other conveyance by Seller without the prior express written consent of Buyer
shall be void. Seller acknowledges that under the Indenture, Buyer will grant
security interests in its rights granted hereunder to the Indenture Trustee, on
behalf of the Noteholders, and upon the exercise of remedies with respect to
such security interests, the Indenture Trustee, on behalf of the Noteholders,
shall have, to the extent of such grant, all rights of Buyer hereunder and the
Indenture Trustee may in turn transfer such rights. The terms and provisions
of this Agreement are for the purpose of defining the relative rights and
obligations of Seller and Buyer with respect to the transactions contemplated
hereby and no Person shall be a third-party beneficiary of any of the terms and
provisions of this Agreement.



     Section 7.4 Termination. This Agreement shall create and constitute the
continuing obligations of the parties hereto in accordance with its terms, and
shall remain in full force and effect until the earlier of (a) the termination
of Buyer and (b) the date selected by Seller upon prior notice thereof to Buyer
(such date, the “Agreement Termination Date”).



     Section 7.5 Survival. Except as otherwise expressly provided herein or in
any other Related Document, no termination or cancellation (regardless of cause
or procedure) of any agreement made by Seller under this Agreement shall in any
way affect or impair the obligations, duties and liabilities of Seller or the
rights of Seller relating to any unpaid portion of any and all obligations of
Seller to Buyer, due or not due, liquidated, contingent or unliquidated or any
transaction or event occurring prior to such termination, or any transaction or
event, the performance of which is required after the Agreement Termination
Date. Except as otherwise expressly provided herein or in any other Related
Document, all undertakings, agreements, covenants, warranties and
representations of or binding upon Seller, and all rights of Seller hereunder
shall not terminate or expire, but rather shall survive any such termination or
cancellation and shall continue in full force and effect until the date after
the Agreement Termination Date when the Outstanding Balances of all Transferred
Receivables transferred hereunder prior to such Agreement Termination Date have
been reduced to zero; provided, that the rights and remedies pursuant to the
provisions of Sections 2.5, 6.3(d), 7.3, 7.11 and 7.12 shall be continuing and
shall survive any termination of this Agreement.



     Section 7.6 Complete Agreement; Modification of Agreement. This Agreement
constitutes the complete agreement between the parties with respect to the
subject matter hereof, supersedes all prior agreements and understandings
relating to the subject matter hereof and thereof, and may not be modified,
altered or amended except by written agreement of the parties hereto.



     Section 7.7 GOVERNING LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL.



     (a) THIS AGREEMENT 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


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OBLIGATIONS
LAW BUT WITHOUT REGARD TO ANY OTHER CONFLICT OF LAW 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 AGREEMENT OR TO ANY MATTER ARISING OUT OF OR RELATING
TO THIS AGREEMENT; 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 AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE BUYER FROM BRINGING SUIT
OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO REALIZE ON THE
RECEIVABLES OR ANY SECURITY FOR THE OBLIGATIONS OF SELLER ARISING HEREUNDER OR
TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF BUYER. 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 7.1 AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER
OF SUCH PARTY’S ACTUAL RECEIPT THEREOF OR THREE DAYS AFTER DEPOSIT IN THE
UNITED STATES MAIL, PROPER POSTAGE PREPAID. NOTHING IN THIS SECTION SHALL
AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE LEGAL PROCESS IN ANY OTHER MANNER
PERMITTED BY LAW.



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


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



     Section 7.8 Counterparts. This Agreement may be executed in any number of
separate counterparts, each of which shall collectively and separately
constitute one agreement.



     Section 7.9 Severability. Wherever possible, each provision of this
Agreement shall be interpreted in such a manner as to be effective and valid
under applicable law, but if any provision of this Agreement shall be
prohibited by or invalid under applicable law, such provision shall be
ineffective only to the extent of such prohibition or invalidity without
invalidating the remainder of such provision or the remaining provisions of
this Agreement.



     Section 7.10 Section Titles. The section titles and table of contents
contained in this Agreement are provided for ease of reference only and shall
be without substantive meaning or content of any kind whatsoever and are not a
part of the agreement between the parties hereto.



     Section 7.11 No Setoff. Seller’s obligations under this Agreement shall
not be affected by any right of setoff, counterclaim, recoupment, defense or
other right Seller might have against Buyer, all of which rights are hereby
expressly waived by Seller.



     Section 7.12 Further Assurances.



     (a) Seller shall, at its sole cost and expense, upon request of Buyer,
promptly and duly authorize, execute and/or deliver, as applicable, any and all
further instruments and documents and take such further actions that Buyer may
reasonably request to carry out more effectively the provisions and purposes of
this Agreement or to obtain the full benefits of this Agreement and of the
rights and powers herein granted, including authorizing and filing any
financing or continuation statements under the UCC with respect to the
ownership interest of Buyer created by this Agreement. Seller hereby
authorizes Buyer to file any such financing or continuation statements without
the signature of Seller to the extent permitted by applicable law. A carbon,
photographic or other reproduction of this Agreement or of any notice or
financing statement covering the Transferred Assets or any part thereof shall
be sufficient as a notice or financing statement where permitted by law. If any
amount payable under or in connection with any of the Transferred Assets is or
shall become evidenced by any instrument, such instrument, other than checks
and notes received in the ordinary course of business, shall be duly endorsed
in a manner satisfactory to Buyer immediately upon Seller’s receipt thereof and
promptly delivered to or at the direction of Buyer.



     (b) If Seller fails to perform any agreement or obligation under this
Section 7.12, Buyer may (but shall not be required to) itself perform, or cause
performance of, such agreement or obligation, and the reasonable expenses of
Buyer incurred in connection therewith shall be payable by Seller upon demand
of Buyer.



     (c) Seller hereby authorizes Buyer to file one or more UCC financing
statements, naming Seller as debtor, Buyer as secured party, and the Indenture
Trustee as total assignee of
assignor/secured party, and covering all of the following property of
Seller, whether now owned


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or hereafter acquired or coming into existence and
wherever located: (i) all accounts, chattel paper, commercial tort claims,
deposit accounts, documents, general intangibles (including payment intangibles
and software), goods (including fixtures, equipment and inventory),
instruments, investment property, letter-of-credit rights, letters of credit,
money, and oil, gas or other minerals before extraction, (ii) all supporting
obligations; (iii) all other personal property of any nature or type; (iv) all
accessions to, substitutions for or replacements of any of the property
described in clause (i), clause (ii) or clause (iii); and (v) all products or
proceeds of each or any of the foregoing.



     Section 7.13 Accounting Changes. If any Accounting Changes occur and such
changes result in a change in the standards or terms used herein, then the
parties hereto agree to enter into negotiations in order to amend such
provisions so as to equitably reflect such Accounting Changes with the desired
result that the criteria for evaluating the financial condition of such Persons
and their Subsidiaries shall be the same after such Accounting Changes as if
such Accounting Changes had not been made. If the parties hereto agree upon
the required amendments to this Agreement, then after appropriate amendments
have been executed and the underlying Accounting Change with respect thereto
has been implemented, any reference to GAAP contained herein shall, only to the
extent of such Accounting Change, refer to GAAP consistently applied after
giving effect to the implementation of such Accounting Change. If such parties
cannot agree upon the required amendments within thirty (30) days following the
date of implementation of any Accounting Change, then all financial statements
delivered and all standards and terms used herein shall be prepared, delivered
and used without regard to the underlying Accounting Change.



     Section 7.14 No Indirect or Consequential Damages. NO PARTY TO THIS
AGREEMENT SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO THIS AGREEMENT,
ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER
PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT,
PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES THAT MAY BE ALLEGED AS A RESULT OF
ANY TRANSACTION CONTEMPLATED HEREUNDER.



     Section 7.15 No Proceedings. From and after the Closing Date and until
the date one year plus one day following the date on which all amounts due with
respect to securities rated by a rating agency that were issued by any entity
holding Transferred Assets or an interest therein have been paid in full in
cash, Buyer shall not, directly or indirectly, institute or cause to be
instituted against Seller any bankruptcy, reorganization, arrangement,
insolvency or liquidation proceeding or other proceeding under any federal or
state bankruptcy or similar law; provided that the foregoing shall not in any
way limit Buyer’s right to pursue any other creditor rights or remedies that
Buyer may have under any applicable law.



     Section 7.16 Limitation of Liability. Notwithstanding any other provision
herein or elsewhere, this Agreement has been executed and delivered by The Bank
of New York (Delaware), not in its individual capacity, but solely in its
capacity as Trustee of Buyer, in no event shall The Bank of New York (Delaware)
in its individual capacity have any liability in respect of the
representations, warranties, or obligations of Buyer hereunder or under any
other
document, as to all of which recourse shall be had solely to the assets of
Buyer, and for all


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30









 







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.



[Signatures Follow]




Receivables Purchase and

Contribution Agreement




31









 








     IN WITNESS WHEREOF, Seller and Buyer have caused this Receivables Purchase
and Contribution Agreement to be duly executed as of the day and year first
above written.



	 	 	 
	

	 	CDF FUNDING, INC., as Seller
	 
	 	 
	

	 	By: /s/ Timothy J. Yanoti
	

	 	Name: Timothy J. Yanoti
	

	 	Title: Vice President





Receivables Purchase and

Contribution Agreement




S-1









 






	 	 	 
	

	 	GE DEALER FLOORPLAN MASTER NOTE TRUST, as
Buyer
	 
	 	 
	

	 	By: The Bank of New York (Delaware), not in
its individual capacity, but solely as
Trustee on behalf of Buyer
	 
	 	 
	

	 	By: /s/ Kristine K. Gullo
	

	 	Name: Kristine K. Gullo
	

	 	Title: Asst. Vice President







Receivables Purchase and

Contribution Agreement




S-2









 








SCHEDULE 1




LIST OF ACCOUNTS




     The initial Account Schedule consists of a compact disk delivered to Buyer
and Indenture Trustee listing Accounts and related information as of July 31,
2004.



Receivables Purchase and

Contribution Agreement




Sch. 1-1









 








SCHEDULE 6.1(a)(ii)




UCC INFORMATION




Legal Name




     CDF Funding, Inc.



Jurisdiction of Organization




     Delaware



Address of Chief Executive Office




     5595 Trillium Boulevard



     Hoffman Estates, Illinois, 60192



Federal Employer Identification Number




     20-1060484



Organizational Identification Number




     3761628



Receivables Purchase and

Contribution Agreement




Sch. 6.1(a)(ii)-1









 








SCHEDULE 6.1(a)(viii)




PERFECTION REPRESENTATIONS AND WARRANTIES




     1. General. This Agreement creates a valid and continuing security
interest (as defined in the applicable UCC) in favor of Buyer with respect to
all of Seller’s right, title and interest in, to and under the Transferred
Assets and the Note Trust Certificate which (a) is enforceable against
creditors of and purchasers from Seller, as such enforceability may be limited
by applicable law, now or hereafter in effect, and by general principles of
equity (whether considered in a suit at law or in equity), and (b) will be
prior to all other Liens (other than Permitted Encumbrances) in such property
(in the case of the Note Trust Certificate, upon Buyer obtaining and
maintaining possession of the Note Trust Certificate).



     2. Characterization. The Receivables constitute “accounts”, “general
intangibles” or “chattel paper” within the meaning of the UCC. The Note Trust
Certificate constitutes a “general intangible” or a “payment intangible” or an
“instrument” or a “certificated security” within the meaning of the UCC.



     3. Creation. Immediately prior to its conveyance of the Transferred
Assets and the Note Trust Certificate, as the case may be, pursuant to this
Agreement, Seller owns and has good and marketable title to such Transferred
Assets and the Note Trust Certificate, as the case may be, free and clear of
any Lien, claim or encumbrance of any Person (other than Permitted
Encumbrances).



     4. Perfection. Seller has caused, or will have caused within (10) days
after the Closing Date or any applicable Addition Date, the filing of all
appropriate financing statements in the proper filing office in the proper
filing office in the appropriate jurisdictions under applicable law in order to
perfect the security interest in the Transferred Assets granted to Buyer
hereunder.



     5. Priority. Other than the security interests granted to Buyer pursuant
to this Agreement, Seller has not pledged, assigned, sold, granted a security
interest in, or otherwise conveyed any of the Transferred Assets or the Note
Trust Certificate except as permitted by this Agreement. Seller has not
authorized the filing of and is not aware of any financing statements against
Seller that include a description of collateral covering the Transferred Assets
or the Note Trust Certificate other than any financing statement (i) in favor
of Buyer and its assignees, (ii) that has been terminated, or (iii) that has
been granted pursuant to the terms of the Related Documents. None of the
chattel paper that constitutes or evidences the Receivables, nor the Note Trust
Certificate, has any marks or notations indicating that they have been pledged,
assigned or otherwise conveyed to any Person other than Buyer. Seller is not
aware of any judgment lien, ERISA lien or tax lien filings against it.



     6. Survival of Perfection Representations. Notwithstanding any other
provision of this Agreement or any other Related Document, the representations
contained in this Schedule 6.1(a)(viii) shall be continuing and remain in full
force and effect in the case of the Transferred Assets, until the Transferred
Receivables have been paid in full, and in the case of the Note Trust
Certificate, until the Note Trust Certificate has been retired.



Receivables Purchase and

Contribution Agreement




Sch. 6.1(a)(viii)-1









 








     7. No Waiver. The parties to this Agreement: (i) shall not, without the
consent of the other parties, waive any of the representations and warranties
in this Schedule 6.1(a)(viii) (the “Perfection Representations”); (ii) shall
provide the other parties with prompt written notice of any breach of the
Perfection Representations; and (iii) shall not, without the consent of S&P (if
S&P is then rating any outstanding Series) waive any of the Perfection
Representations or a breach of any of the Perfection Representations.



     8. Seller to Maintain Perfection and Priority. Seller covenants that, in
order to evidence the interests of Seller and Buyer under this Agreement,
Seller shall take such action, or execute and deliver such instruments (other
than effecting a Filing (as defined below), unless such Filing is effected in
accordance with this paragraph) as may be necessary or advisable (including
such actions as are requested by Buyer) to maintain and perfect, as a first
priority interest, Buyer’s ownership of the Transferred Assets and the Note
Trust Certificate. Seller shall, from time to time and within the time limits
established by law, prepare and present to Buyer for Buyer to authorize (based
in reliance on the Opinion of Counsel hereinafter provided for in this
paragraph) Seller to file, all financing statements, amendments, continuations,
financing statements in lieu of a continuation statement, terminations, partial
terminations, releases or partial releases, or any other filings necessary or
advisable to continue, maintain and perfect Buyer’s ownership of the
Transferred Assets and the Note Trust Certificate as a first-priority interest
(each a “Filing”). Seller shall present each such Filing to Buyer together
with (x) an Opinion of Counsel to the effect that such Filing (i) satisfies all
requirements and conditions to such Filing in this Agreement and (ii) satisfies
the requirements for a Filing of such type under the UCC in the applicable
jurisdiction, and (y) a form of authorization for Buyer’s signature. Upon
receipt of such Opinion of Counsel and form of authorization, Buyer shall
promptly authorize in writing Seller to, and Seller shall, effect such Filing
under the UCC. Notwithstanding anything else in this Agreement to the
contrary, Seller shall not have any authority to effect a Filing without
obtaining written authorization from Buyer in accordance with this paragraph.



     9. Miscellaneous. All financing statements filed against Seller in favor
of Buyer in connection herewith describing the Transferred Assets contain a
statement to the following effect: “A purchase of or security interest in any
collateral described in this financing statement will violate the rights of the
secured party.”



Receivables Purchase and

Contribution Agreement





Sch. 6.1(a)(viii)-2










 





EXHIBIT A




FORM OF ASSIGNMENT




(As required by Section 2.6(c) of the Agreement)



ASSIGNMENT No. ____ OF RECEIVABLES IN ADDITIONAL ACCOUNTS (this
“Assignment”) dated as of ___________, by and between CDF FUNDING,
INC., a Delaware corporation, as Seller (“Seller”) and GE DEALER FLOORPLAN
MASTER NOTE TRUST (“Buyer”), pursuant to the Agreement referred to below.




W I T N E S S E T H :




     WHEREAS, Seller and Buyer are parties to the Receivables Purchase and
Contribution Agreement, dated as of August 12, 2004 (as it may be amended,
restated, supplemented or otherwise modified from time to time, the
“Agreement”); and



     WHEREAS, pursuant to the Agreement, Seller wishes to designate Additional
Accounts to be included as Accounts and to convey the Transferred Receivables
in such Additional Accounts that have been designated “Additional Accounts”
pursuant to the Agreement, whether now existing or hereafter created, to Buyer
(as each such term is defined in the Agreement); and



     WHEREAS, Buyer is willing to accept such designation and conveyance
subject to the terms and conditions hereof;



     NOW, THEREFORE, Seller and Buyer hereby agree as follows:



     1. Defined Terms. All terms defined in the Agreement and used herein
shall have such defined meanings when used herein, unless otherwise defined
herein.




     “Addition Date” means, with respect to the Additional Accounts
designated hereby, [ _________ ], 20[ ___ ].




     “Addition Cut-Off Date” means, with respect to Additional Accounts
designated hereby, [ _____ ], 20[ __ ].




     “Transferred Property” is defined in Section 3(a).



     2. Designation of Additional Accounts. The Accounts listed on Schedule 1
to this Assignment have been designated “Additional Accounts” pursuant to the
Agreement. Schedule 1 to this Assignment, as of the Addition Date, shall
supplement Schedule 1 to the Agreement as required by Section 2.1(b) of the
Agreement.



     3. Conveyance of Receivables.



          (a) Seller does hereby transfer, assign, set over and otherwise convey,
without recourse except as set forth in this Assignment and the Agreement, to
Buyer, all its right, title and interest in, to and under the following (the
“Transferred Property”): the Receivables in such



Receivables Purchase and

Contribution Agreement




Exh. A-1




 









 







Additional Accounts existing at the close of business on the Addition Date
and thereafter created from time to time until the Agreement Termination Date,
the Collateral Security and Collections with respect thereto and related
Recoveries, together with all monies due or to become due and all amounts
received or receivable with respect thereto and Insurance Proceeds relating
thereto and all proceeds of the foregoing. The foregoing does not constitute
and is not intended to result in the creation or assumption by Buyer of any
obligation of Seller or any other Person in connection with the Accounts or the
Transferred Receivables or under any agreement or instrument relating thereto,
including any obligation under any Financing Agreement, any Floorplan
Agreement, or any Participation Agreement, or any obligation to any Dealer or
any Manufacturer.




          (b) Seller agrees to record and file, at its own expense, financing
statements (and continuation statements when applicable) with respect to the
Receivables in Additional Accounts existing on the Addition Date and thereafter
created meeting the requirements of applicable state law in such manner and in
such jurisdictions as are necessary to perfect, and maintain perfection of,
Buyer’s ownership of such Receivables, and to deliver a file-stamped copy of
each such financing statement or other evidence of such filing to Buyer within
ten (10) days of the Addition Date. Buyer shall be under no obligation
whatsoever to file such financing or continuation statements or to make any
other filing under the UCC in connection with such sale and assignment.



          (c) In connection with such assignment, Seller further agrees, at its own
expense, on or prior to the date of this Assignment, to indicate and cause
Master Servicer to indicate in the appropriate computer files that Receivables
created in connection with the Additional Accounts and designated hereby have
been conveyed to Buyer pursuant to the Agreement and this Assignment.



          (d) The parties hereto intend that the transfer of the Transferred
Property by Seller to Buyer shall constitute a sale by Seller to Buyer and not
a loan by Buyer to Seller secured by the Transferred Property. If, contrary to
the intent of the parties hereto, a court of competent jurisdiction determines
that any transaction provided for herein constitutes a loan and not a sale of
the Transferred Property, then this Assignment shall constitute a security
agreement under applicable law and Seller shall be deemed to have granted, and
Seller hereby grants, to Buyer a security interest in and to all of Seller’s
right, title and interest in, to and under the Transferred Property.



     4. Acceptance by Buyer. Buyer hereby acknowledges its acceptance of all
right, title and interest to the property, existing on the Addition Date and
thereafter created, conveyed to Buyer pursuant to Section 3(a) of this
Assignment. Buyer further acknowledges that, prior to or simultaneously with
the execution and delivery of this Assignment, Seller delivered to it the
Account Schedule described in Section 2 of this Assignment.



     5. Representations and Warranties of Seller. Seller hereby represents and
warrants to Buyer as of the Addition Date:



          (a) This Assignment constitutes a legal, valid and binding obligation of
Seller enforceable against Seller in accordance with its terms, except as such
enforceability may be



Receivables Purchase and

Contribution Agreement




Exh. A-2




 









 







limited by applicable bankruptcy, insolvency, reorganization, moratorium
or other similar laws now or hereafter in effect affecting the enforcement of
creditors’ rights in general and except as such enforceability may be limited
by general principles of equity (whether considered in a suit at law or in
equity);




          (b) each of the Transferred Receivables satisfies the criteria for an
Eligible Receivable as of the Addition Cut-Off Date;



          (c) each Additional Account is, as of the Addition Cut-Off Date, an
Eligible Account;



          (d) no selection procedures believed by Seller to be materially adverse
to the interests of Buyer or any of its creditors were utilized in selecting
the Additional Accounts from the available Eligible Accounts;



          (e) as of the Addition Date, Seller is solvent;



          (f) the Account Schedule delivered pursuant to this Assignment is an
accurate and complete listing in all material respects of all the Accounts as
of the related Addition Cut-Off Date, and the information contained therein
with respect to the identity of such Accounts and the Transferred Receivables
existing in such Accounts, is true and correct in all material respects as of
the Addition Cut-Off Date;



          (g) the Agreement and this Assignment transfer ownership to Buyer of the
Transferred Property, and upon filing of the financing statements described
herein and, in the case of Transferred Receivables thereafter created, upon the
creation thereof, such ownership will be perfected and prior to all Liens
(other than Permitted Encumbrances) in the Transferred Property;



          (h) the Transferred Receivables constitute “accounts”, “chattel paper” or
“general intangibles” within the meaning of UCC Section 9-102;



          (i) immediately prior to the conveyance of the Receivables pursuant to
this Agreement, Seller owns and has good and marketable title to the
Receivables free and clear of any Lien, claim or encumbrance of any Person
(other than Permitted Encumbrances); and



          (j) subject to Permitted Encumbrances, other than the transfer and
assignment to Buyer pursuant to this Assignment, Seller had not pledged,
assigned, sold, granted a security interest in, or otherwise conveyed any of
the Transferred Receivables. Seller has not authorized the filing of and is
not aware of any UCC financing statements against Seller that included a
description of collateral covering the Transferred Receivables.



     6. Amendment of the Agreement. The Agreement is hereby amended to provide
that all references therein to “this Agreement” and “herein” shall be deemed
from and after the Addition Date to be a dual reference to the Agreement as
supplemented by this Assignment. Except as expressly amended hereby, all of
the representations, warranties, terms, covenants and conditions of the
Agreement shall remain unamended and shall continue to be, and shall remain, in
full force and effect in accordance with its terms.



Receivables Purchase and

Contribution Agreement




Exh. A-3




 









 








     7. Counterparts. This Assignment 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 together shall constitute one and the
same instrument.



     8. GOVERNING LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL.



          (a) THIS ASSIGNMENT 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 LAW 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 ASSIGNMENT OR TO ANY MATTER ARISING OUT OF OR RELATING
TO THIS ASSIGNMENT; 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. 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 7.1 OF THE AGREEMENT AND THAT
SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF SUCH PARTY’S
ACTUAL RECEIPT THEREOF OR THREE DAYS AFTER DEPOSIT IN THE UNITED STATES MAIL,
PROPER POSTAGE PREPAID. NOTHING IN THIS SECTION SHALL AFFECT THE RIGHT OF ANY
PARTY HERETO TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.



          (c) BECAUSE DISPUTES ARISING IN CONNECTION WITH COMPLEX FINANCIAL
TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN EXPERIENCED AND
EXPERT PERSON AND THE PARTIES WISH APPLICABLE STATE AND FEDERAL LAWS TO APPLY



Receivables Purchase and

Contribution Agreement




Exh. A-4




 









 







(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 ASSIGNMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY.




Receivables Purchase and

Contribution Agreement




Exh. A-5




 









 








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



	 	 	 	 	 
	 	 	CDF FUNDING, INC., as Seller
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	 	

	

	 	Name:	 	 
	

	 	 	

	

	 	Title:	 	 
	

	 	 	








Receivables Purchase and

Contribution Agreement




Exh. A-6




 









 








	 	 	 	 	 
	 	 	GE DEALER FLOORPLAN MASTER NOTE
	 	 	TRUST, as Buyer
	 
	 	 	 	 
	 	 	By: The Bank of New York (Delaware), not
in its
individual capacity, but solely as
Trustee on behalf
 of Buyer
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	 	

	

	 	Name:	 	 
	

	 	 	

	

	 	Title:	 	 
	

	 	 	








Receivables Purchase and

Contribution Agreement




Exh. A-7




 









 








Schedule 1

to Assignment




ADDITIONAL ACCOUNTS




Receivables Purchase and

Contribution Agreement




Exh. A-8





 









 








EXHIBIT B




FORM OF REASSIGNMENT




(As required by Section 2.7 of the Agreement)




     REASSIGNMENT No. ________ (“Reassignment”) dated as of ________, by and
between CDF FUNDING, INC., a Delaware corporation, as Seller (the “Seller”),
and GE DEALER FLOORPLAN MASTER NOTE TRUST (the “Buyer”), pursuant to the
Agreement referred to below.



WITNESSETH:




     WHEREAS Seller and Buyer are parties to the Receivables Purchase and
Contribution Agreement, dated as of August 12, 2004 (as it may be amended,
restated, supplemented or otherwise modified from time to time, the
“Agreement”);



     WHEREAS pursuant to the Agreement, the parties hereto desire to remove
certain Accounts from the Account Schedule [insert if such Accounts were not
Eligible Accounts at the time such Accounts were originally designated as
Accounts; and the parties hereto desire that Buyer reconvey to Seller the
Transferred Receivables of such Removed Accounts, whether now existing or
hereafter created];



     NOW, THEREFORE, Seller and Buyer hereby agree as follows:



     1. Defined Terms. All terms defined in the Agreement and used herein
shall have such defined meanings when used herein, unless otherwise defined
herein.



     “Removal Date” means, with respect to the Removed Accounts designated
hereby, ____________, ___.



     “Removed Accounts” means the Accounts listed on Schedule 2 to this
Reassignment.



     2. Designation of Removed Accounts. Schedule 1 to this Reassignment, as
of the Removal Date, shall not include the Removed Accounts and shall
supplement Schedule 1 to the Agreement as required by Section 2.1(b) of the
Agreement. Schedule 2 to this Reassignment lists the Removed Accounts covered
by this Reassignment.



     3. [This Section should be used with respect to Accounts that were not
Eligible Accounts at the time such Accounts were originally designated as
Accounts: Conveyance of Transferred Receivables. (a) Buyer does hereby
transfer, assign, set over and otherwise convey to Seller, without
representation, warranty or recourse, on and after the Removal Date, all right,
title and interest of Buyer in, to and under the Transferred Receivables
existing at the close of business on the Removal Date, and thereafter created
from time to time, in the Removed Accounts designated hereby, the Collateral
Security and Collections and Recoveries with respect thereto, together with all
monies due or to become due and all amounts received or receivable with respect
thereto and all Insurance Proceeds related thereto and all proceeds of the
foregoing.



Receivables Purchase and

Contribution Agreement




Exh. B-1




 









 








     (b) In connection with such transfer, Buyer agrees to execute and deliver
to Seller on or prior to the date this Reassignment is delivered, applicable
termination statements prepared by Seller with respect to the Transferred
Receivables existing at the close of business on the Removal Date, and
thereafter created from time to time, in the Removed Accounts reassigned hereby
and the proceeds thereof evidencing the release by Buyer of its interest in
such Transferred Receivables, and meeting the requirements of applicable state
law, in such manner and such jurisdictions as are necessary to terminate such
interest.]



     4. Representations and Warranties of Seller. Seller hereby represents and
warrants to Buyer as of the Removal Date:



     (a) Legal Valid and Binding Obligation. This Reassignment constitutes a
legal, valid and binding obligation of Seller enforceable against Seller in
accordance with its terms, except as such enforceability may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or other similar
laws now or hereafter in effect affecting the enforcement of creditors’ rights
in general and except as such enforceability may be limited by general
principles of equity (whether considered in a suit at law or in equity); and



     (b) List of Accounts and Removed Accounts. Schedule 1 attached hereto is
an accurate and complete listing in all material respects of all the Accounts
(other than the Removed Accounts covered by this Reassignment) as of the
Removal Date. Schedule 2 attached hereto is an accurate and complete listing
in all material respects as of the Removal Date of the Removed Accounts being
removed pursuant to this Reassignment.



     5. Amendment of the Agreement. The Agreement is hereby amended to provide
that all references therein to “this Agreement” and “herein” shall be deemed
from and after the Removal Date to be a dual reference to the Agreement as
supplemented by this Reassignment. Except as expressly amended hereby, all of
the representations, warranties, terms and covenants and conditions of the
Agreement shall remain unamended and shall continue to be and shall remain in
full force and effect in accordance with its terms.



     6. Counterparts. This Reassignment 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.



     7. GOVERNING LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL.



     (a) THIS REASSIGNMENT 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 LAW PROVISIONS
THEREOF) AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA.



Receivables Purchase and

Contribution Agreement




Exh. B-2




 









 








     (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 REASSIGNMENT OR TO ANY MATTER ARISING OUT OF OR
RELATING TO THIS REASSIGNMENT; 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. 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
7.1 OF THE AGREEMENT AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON
THE EARLIER OF SUCH PARTY’S ACTUAL RECEIPT THEREOF OR THREE DAYS AFTER DEPOSIT
IN THE UNITED STATES MAIL, PROPER POSTAGE PREPAID. NOTHING IN THIS SECTION
SHALL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE LEGAL PROCESS IN ANY OTHER
MANNER PERMITTED BY LAW.



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



Receivables Purchase and

Contribution Agreement




Exh. B-3




 









 








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



	 	 	 	 	 
	 	 	CDF FUNDING, INC., as Seller
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	 	

	

	 	Name:	 	 
	

	 	 	

	

	 	Title:	 	 
	

	 	 	








Receivables Purchase and

Contribution Agreement




Exh. B-4





 









 








	 	 	 	 	 
	 	 	GE DEALER FLOORPLAN MASTER NOTE

TRUST, as Buyer
	 
	 	 	 	 
	 	 	By: The Bank of New York (Delaware), not in its

individual capacity, but solely as Trustee on behalf

of Buyer
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	 	

	

	 	Name:	 	 
	

	 	 	

	

	 	Title:	 	 
	

	 	 	








Receivables Purchase and

Contribution Agreement




Exh. B-5




 









 








Schedule 1

to Reassignment




UPDATED ACCOUNT SCHEDULE




Receivables Purchase and

Contribution Agreement




Exh. B-6




 









 








Schedule 2

to Reassignment




REMOVED ACCOUNTS




Receivables Purchase and

Contribution Agreement




Exh. B-7




 









 








EXHIBIT C




FORM OF OPINION OF COUNSEL WITH RESPECT

TO ADDITION OF ADDITIONAL ACCOUNTS




(Provisions to be included in

Opinion of Counsel to be

delivered pursuant to

Section 2.6(c)(ii))




     The opinions set forth below may be subject to appropriate qualifications,
assumptions, limitations and exceptions.



     1. The provisions of the Receivables Purchase and Contribution Agreement
are effective under the UCC to create in favor of Buyer a security interest in
Seller’s rights in the Transferred Receivables in such Additional Accounts and
the identifiable proceeds thereof (the “Specified Assets”).



     2. The security interest in the Specified Assets created by the
Receivables Purchase and Contribution Agreement will be perfected by the filing
of the Financing Statement as described and defined in such opinion.



Receivables Purchase and

Contribution Agreement




Exh. C-1