Exhibit 4.1


 


EXECUTION COPY


 


AMENDED AND RESTATED


MASTER INDENTURE


 


between


 


GE DEALER FLOORPLAN MASTER NOTE TRUST,



as Issuer


 


and


 


DEUTSCHE BANK TRUST COMPANY AMERICAS,


as Indenture Trustee


 


Dated as of July 11, 2014


 




    	Amended and Restated
 Master Indenture



    	 



    

 


GE DEALER FLOORPLAN MASTER NOTE TRUST


 


Reconciliation and Tie between this Indenture


and the


Trust Indenture Act of 1939, as amended


 


	TIA Section	 	Indenture Section
	310	(a)(1)	 	6.11
	 	(a)(2)	 	6.11
	 	(a)(3)	 	6.10(b)
	 	(a)(4)	 	Not Applicable
	 	(b)	 	6.11
	 	(c)	 	Not Applicable
	311	(a)	 	6.13
	 	(b)	 	6.13
	312	(a)	 	7.1
	 	(b)	 	7.2(b); 10.14
	 	(c)	 	7.2(c); 10.14
	313	(a)	 	6.14; 6.6
	 	(b)(1)	 	6.14
	 	(b)(2)	 	6.14
	 	(c)	 	6.14
	 	(d)	 	6.14
	314	(a)	 	7.3
	 	(b)	 	3.6; 8.8
	 	(c)(1)	 	8.7
	 	(c)(2)	 	8.7
	 	(c)(3)	 	8.7
	 	(d)	 	8.7
	 	(e)	 	10.1
	 	(f)	 	Not Applicable
	315	(a)	 	6.1
	 	(b)	 	6.5
	 	(c)	 	6.1
	 	(d)	 	6.7
	 	(e)	 	5.12
	316	(a) (last sentence)	 	2.12
	 	(a)(1)(A)	 	5.10
	 	(a)(1)(b)	 	5.11
	 	(a)(2)	 	Not Applicable
	317	(a)(1)	 	5.3
	 	(a)(2)	 	5.3
	 	(b)	 	6.16
	318	(a)	 	10.17
	 	(c)	 	10.17


 




    	Amended and Restated
 Master Indenture



    	 



    

 


Table
of Contents


 


	 	 	Page
	 	 	 
	ARTICLE I	Definitions and Incorporation by Reference	2
	 	 	 
	SECTION 1.1.	Definitions	2
	SECTION 1.2.	Other Interpretive Matters	30
	SECTION 1.3.	Incorporation by Reference of TIA	31
	 	 	 
	ARTICLE II	The Notes	31
	 	 	 
	SECTION 2.1.	Form	31
	SECTION 2.2.	Execution, Authentication and Delivery	32
	SECTION 2.3.	Temporary Notes	32
	SECTION 2.4.	Registration; Registration of Transfer and Exchange	33
	SECTION 2.5.	Mutilated, Destroyed, Lost or Stolen Notes	34
	SECTION 2.6.	Persons Deemed Owner	35
	SECTION 2.7.	Payment of Principal and Interest; Defaulted Interest	36
	SECTION 2.8.	New Issuances	37
	SECTION 2.9.	Cancellation	38
	SECTION 2.10.	Book-Entry Notes	38
	SECTION 2.11.	Notices to Clearing Agency	39
	SECTION 2.12.	Definitive Notes	40
	SECTION 2.13.	Treasury Notes	40
	SECTION 2.14.	CUSIP Numbers	40
	SECTION 2.15.	Perfection Representations and Warranties	40
	SECTION 2.16.	Notes to Constitute Indebtedness	40
	SECTION 2.17.	Redemption	41
	 	 	 
	ARTICLE III	Covenants	41
	 	 	 
	SECTION 3.1.	Payment of Principal and Interest	41
	SECTION 3.2.	Maintenance of Office or Agency	41
	SECTION 3.3.	Paying Agent’s Obligations	41
	SECTION 3.4.	Existence	42
	SECTION 3.5.	Protection of the Collateral; Further Assurances	42
	SECTION 3.6.	Opinion as to the Collateral	42
	SECTION 3.7.	Performance of Obligations; Servicing of Transferred Receivables	43
	SECTION 3.8.	Taxes	46
	SECTION 3.9.	Annual Statement as to Compliance	46
	SECTION 3.10.	Negative Covenants	46
	SECTION 3.11.	Successor or Transferee	51
	SECTION 3.12.	Notice of Early Amortization Event and Events of Default	51
	SECTION 3.13.	Further Instruments and Acts	52
	SECTION 3.14.	Enforcement of Related Documents	52
	SECTION 3.15.	Notices to Rating Agencies	52
	SECTION 3.16.	Notice to Indenture Trustee	52
	SECTION 3.17.	Additional Receivables	53


 




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 Master Indenture



    	 



    

 


Table
of Contents


(continued)


 


	 	 	Page
	 	 	 
	ARTICLE IV	Satisfaction and Discharge	53
	 	 	 
	SECTION 4.1.	Satisfaction and Discharge of Indenture	53
	SECTION 4.2.	Application of Trust Funds	55
	 	 	 
	ARTICLE V	TRUST EARLY AMORTIZATION EVENTS, EVENTS OF DEFAULTS AND REMEDIES	55
	 	 	 
	SECTION 5.1.	Trust Early Amortization Events	55
	SECTION 5.2.	Events of Default	56
	SECTION 5.3.	Acceleration of Maturity and Annulment; Remedies	56
	SECTION 5.4.	Collection of Indebtedness and Suits for Enforcement by the Indenture Trustee	59
	SECTION 5.5.	Limitation of Suits	61
	SECTION 5.6.	Unconditional Rights of Noteholders to Receive Principal and Interest	62
	SECTION 5.7.	Restoration of Rights and Remedies	62
	SECTION 5.8.	Rights and Remedies Cumulative	62
	SECTION 5.9.	Delay or Omission Not a Waiver	62
	SECTION 5.10.	Control by Noteholders	62
	SECTION 5.11.	Waiver of Past Defaults	63
	SECTION 5.12.	Undertaking for Costs	63
	SECTION 5.13.	Waiver of Stay or Extension Laws	63
	SECTION 5.14.	Action on Notes	64
	SECTION 5.15.	Performance and Enforcement of Certain Obligations	64
	SECTION 5.16.	Sale of Collateral	64
	 	 	 
	ARTICLE VI	THE INDENTURE TRUSTEE AND THE PAYING AGENT	66
	 	 	 
	SECTION 6.1.	Duties of the Indenture Trustee	66
	SECTION 6.2.	Rights of the Indenture Trustee	68
	SECTION 6.3.	Individual Rights of the Indenture Trustee	69
	SECTION 6.4.	Funds Held in Trust	70
	SECTION 6.5.	Notice of Early Amortization Events or Events or Defaults	70
	SECTION 6.6.	Reports by Indenture Trustee to the Noteholders	70
	SECTION 6.7.	Compensation and Indemnity	70
	SECTION 6.8.	Resignation and Removal; Appointment of Successor	71
	SECTION 6.9.	Successor Indenture Trustee by Merger	72
	SECTION 6.10.	Appointment of Co-Trustee or Separate Trustee	72
	SECTION 6.11.	Eligibility; Disqualification	73
	SECTION 6.12.	Acceptance by Indenture Trustee	75
	SECTION 6.13.	Preferential Collection of Claims Against the Issuer	75
	SECTION 6.14.	Reports by Indenture Trustee to Noteholders	75
	SECTION 6.15.	Representations and Warranties	75
	SECTION 6.16.	The Paying Agent	76


 




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 Master Indenture



    	 



    

 


Table
of Contents


(continued)


 


	 	 	Page
	 	 	 
	ARTICLE VII	NOTEHOLDERS LISTS AND REPORTS	79
	 	 	 
	SECTION 7.1.	The Issuer to Furnish the Indenture Trustee Names and Addresses of Noteholders	79
	SECTION 7.2.	Preservation of Information; Communications to Noteholders	79
	SECTION 7.3.	Reports by the Issuer	79
	SECTION 7.4.	List of Noteholders	80
	 	 	 
	ARTICLE VIII	Accounts, Disbursements and Releases	80
	 	 	 
	SECTION 8.1.	Collection of Amounts Due	80
	SECTION 8.2.	Trust Accounts	80
	SECTION 8.3.	Rights of Noteholders	82
	SECTION 8.4.	Collections and Allocations	82
	SECTION 8.5.	Shared Principal Collections	84
	SECTION 8.6.	Excess Non-Principal Collections	85
	SECTION 8.7.	Release of Collateral	85
	SECTION 8.8.	Opinion of Counsel	86
	 	 	 
	ARTICLE IX	Supplemental Indentures	86
	 	 	 
	SECTION 9.1.	Supplemental Indentures Without Consent of Noteholders	86
	SECTION 9.2.	Supplemental Indentures With Consent of Noteholders	88
	SECTION 9.3.	Execution of Supplemental Indentures	89
	SECTION 9.4.	Effect of Supplemental Indenture	89
	SECTION 9.5.	Reference in Notes to Supplemental Indentures	89
	SECTION 9.6.	Conformity with Trust Indenture Act	90
	 	 	 
	ARTICLE X	Miscellaneous	90
	 	 	 
	SECTION 10.1.	Compliance Certificates and Opinions, etc	90
	SECTION 10.2.	Form of Documents Delivered to the Indenture Trustee	92
	SECTION 10.3.	Acts of Noteholders	93
	SECTION 10.4.	Notices, etc., to the Indenture Trustee, the Issuer and Rating Agencies	94
	SECTION 10.5.	Notices to Noteholders; Waiver	94
	SECTION 10.6.	Alternate Payment and Notice Provisions	95
	SECTION 10.7.	Successors and Assigns	95
	SECTION 10.8.	Severability	95
	SECTION 10.9.	Benefits of Indenture	95
	SECTION 10.10.	Legal Holidays	95
	SECTION 10.11.	Governing Law	95
	SECTION 10.12.	Counterparts	97
	SECTION 10.13.	The Issuer Obligation	97
	SECTION 10.14.	Communication by Noteholders with Other Noteholders	97
	SECTION 10.15.	Agents of the Issuer	97


 




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 Master Indenture



    	 



    

 


Table
of Contents


(continued)


 


	 	 	Page
	 	 	 
	SECTION 10.16.	Survival of Representations and Warranties	97
	SECTION 10.17.	Conflict with Trust Indenture Act	98
	SECTION 10.18.	Subordination	98
	SECTION 10.19.	Title to Trust Property	98
	SECTION 10.20.	Compliance with Applicable Anti-Terrorism and Anti-Money Laundering Regulations	99


 


	EXHIBIT A	Form of Officer’s Certificate (Section 3.9)
	 	 
	EXHIBIT B	Servicing Criteria to be Addressed in Assessment of Compliance
	 	 
	EXHIBIT C	Form of Annual Certification of Indenture Trustee
	 	 
	SCHEDULE 1	Perfection Representations and Warranties (Section 2.15)


 




    	 	iv	Amended and Restated
 Master Indenture



    	 



    

  


AMENDED AND RESTATED
MASTER INDENTURE, dated as of July 11, 2014, between GE DEALER FLOORPLAN MASTER NOTE TRUST, a Delaware statutory trust and
DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, as trustee and not in its individual capacity.


 


WHEREAS, the parties
hereto are parties to the Master Indenture, dated as of August 12, 2004, as amended by Supplement No. 1 to Master Indenture, dated
as of May 25, 2005, Supplement No. 2 to Master Indenture, dated as of April 28, 2006, Supplement No. 3 to Master Indenture, dated
as of June 30, 2006, Supplement No. 4 to Master Indenture, dated as of August 10, 2006, Supplement No. 5 to Master Indenture, dated
as of November 9, 2006, Supplement No. 6 to Master Indenture, dated as of May 31, 2007, Supplement No. 7 to Master Indenture, dated
as of August 2, 2007, Supplement No. 8 to Master Indenture, dated as of June 6, 2008, Supplement No. 9 to Master Indenture, dated
as of December 30, 2008, Supplement No. 10 to Master Indenture, dated as of June 26, 2009, Supplement No. 11 to Master Indenture,
dated as of August 5, 2009, Supplement No. 12 to Master Indenture, dated as of December 6, 2010, Supplement No. 13 to Master Indenture,
dated as of March 1, 2011, Supplement No. 14 to Master Indenture, dated as of December 16, 2011, Supplement No. 15 to Indenture,
dated as of February 16, 2012, Supplement No. 16 to Indenture, dated as of July 17, 2012, Supplement No. 17 to Indenture, dated
as of November 7, 2012, and Supplement No. 18 to Indenture, dated as of April 17, 2013 (as so amended, the “Existing Master
Indenture”);


 


WHEREAS, the parties
hereto desire to amend and restate the Existing Master Indenture as set for herein;


 


NOW, THEREFORE,
THIS INDENTURE WITNESSETH:


 


For and in consideration
of the premises and the purchase of the Notes by the holders thereof, it is mutually covenanted and agreed, for the benefit of
all Noteholders, as follows:


 


GRANTING CLAUSE


 


The Issuer, as security
for the Issuer’s obligations under the Notes and this Indenture, hereby Grants to the Indenture Trustee on the Closing Date
relating to the first Series of Notes, as the Indenture Trustee for the benefit of the Noteholders and the Indenture Trustee, a
security interest in all of the Issuer’s right, title and interest in, to and under the following, whether now existing or
hereafter arising or acquired (collectively, the “Collateral”): (a) all rights, remedies, power, privileges
and claims of the Issuer under or with respect to any Credit Insurance related to any Transferred Receivable and all amounts received
by the Issuer under or in connection with any such Credit Insurance; (b) the Transferred Receivables; (c) Collections related to
and all money, instruments, investment property and other property distributed or distributable in respect of (together with all
earnings, dividends, distributions, income, issues, and profits relating to) the Transferred Receivables pursuant to the terms
of this Indenture and any Indenture Supplement; (d) all funds, Financial Assets, Investment Property or other property on deposit
from time to time in or credited to the Trust Accounts, including the proceeds thereof and income thereon; (e) all Insurance Proceeds;
(f) all proceeds of derivative contracts, if any, between the Issuer or, to the extent assigned to the Issuer, the Transferor and
a counterparty, as described in any Indenture Supplement; (g) all present and future claims, demands, causes and choses in action
in respect of any or all of the property described in the foregoing clauses (a) through (f) and all payments on,
under or in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash
or other liquid property, all cash proceeds, Trust Accounts, promissory notes, drafts, acceptances, chattel paper, checks, deposit
accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables,
instruments and other property that at any time constitute all or part of or are included in the proceeds of any and all of the
foregoing; (h) all rights, remedies, powers, privileges and claims of the Issuer under or with respect to any Series Enhancement
or any Related Document (whether arising pursuant to the terms of the related Enhancement Agreement, any Related Document or otherwise
available to the Issuer at law or in equity), including the rights of the Issuer to enforce such Enhancement Agreement or any Related
Document and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or
with respect to such Enhancement Agreement or any Related Document to the same extent as the Issuer could but for the assignment
and security interest granted to the Indenture Trustee for the benefit of the Noteholders; (i) all general intangibles relating
to or arising out of any of the property described in the foregoing clauses (a) through (h); (j) all proceeds of
any of the property described in the foregoing clauses (a) through (i); and (k) all other personal property of the
Issuer, of whatever kind or nature and wherever located.


 




    	 	 	Amended and Restated
 Master Indenture



    	 



    

 


Such Grant is made
in trust to the Indenture Trustee.


 


The Indenture Trustee,
on behalf of the Noteholders, (i) acknowledges such Grant, and (ii) accepts the trusts under this Indenture in accordance with
this Indenture and agrees, subject to the terms and conditions hereof, to perform its duties required in this Indenture to the
best of its ability to the end that the interests of the Noteholders may be adequately and effectively protected.


 


The Issuer shall file,
and hereby authorizes the Indenture Trustee to file, a UCC financing statement with a collateral description covering all of the
Issuer’s personal property, wherever located, whether now existing or arising in the future.


 


ARTICLE
I


Definitions
and Incorporation by Reference


 


SECTION 1.1. Definitions.
Except as otherwise specified or as the context may otherwise require, the following capitalized terms only have the meanings set
forth below for all purposes of this Indenture (including the Granting Clause of this Indenture).


 


“Account”
means each Initial Account and, from and after the related Addition Date, each Additional Account. The term “Account”
shall not include any Removed Accounts. An Originator may combine two or more existing Accounts and, for the avoidance of doubt,
the resulting revolving credit arrangement shall continue to be an Account hereunder. An Originator may also change the account
number (or other alpha-numeric identifier) associated with any Account and for the avoidance of doubt, the related financing arrangement
shall continue to be an Account hereunder.


 




    	 	2	Amended and Restated
 Master Indenture



    	 



    

 


“Account Schedule”
means a computer file or microfiche list or other list containing a true and complete list of Accounts delivered by the Transferor
to the Issuer, 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 Indenture Trustee) and setting forth the receivables balance and,
in the case of any Designated ABL Account, the related Sold Percentage for each as of (i) the applicable Addition Cut-Off Date,
in the case of an Account Schedule relating to Additional Accounts, (ii) in the case of an Account Schedule relating to Removed
Accounts (other than Removed Accounts that became Inactive Accounts), the Removal Cut-Off Date 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.


 


“Accounts
Receivable” means, with respect to any Dealer, all amounts shown on such Dealer’s records as amounts payable by
a customer 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.


 


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


 


“Act”
is defined in Section 10.3(a).


 


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


 


“Additional
Account” means a revolving credit arrangement, which is designated pursuant to Section 2.6 of the Second Tier Agreement
to be included as an Account and is identified in an Account Schedule delivered to the Indenture Trustee.


 


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


 


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


 


“Adverse Effect”
means, with respect to any action, that such action will (a) result in the occurrence of an Early Amortization Event or an Event
of Default or (b) materially and adversely affect the amount or timing of distributions to be made to the Noteholders of any Series
or Class pursuant to this Indenture or any Indenture Supplement.


 


“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.


 




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 Master Indenture



    	 



    

 


“Agent”
is defined in Section 6.17.


 


“Aggregate
Principal Receivables” means, as of any date of determination, the aggregate Outstanding Balance of Principal Receivables
held by the Issuer as of such date.


 


“Allocation
Percentage” is defined, for any Series, in the related Indenture Supplement.


 


“Amortization
Period” means, as to any Series or any Class within a Series, any Early Amortization Period or any period specified as
an “Amortization Period,” if any, in the related Indenture Supplement.


 


“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”
means an assignment between the Transferor and the Issuer delivered in connection with the designation of Additional Accounts.


 


“Authenticating
Agent” is defined in Section 2.2(e).


 


“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 statutory trust specifically authorized in resolutions of the Board of Directors
of such corporation or trustee or administrator of such statutory trust to sign agreements, instruments or other documents on behalf
of such corporation or statutory trust or by the governing documents or agreements of such statutory trust in connection with the
transactions contemplated by or in connection with this Indenture, and (b) with respect to a limited liability company, any officer
or manager of such limited liability company, provided, that any Authorized Officer of the Transferor shall be considered
to be an Authorized Officer of the Issuer.


 


“Bankruptcy
Code” means the provisions of Title 11 of the United States Code, 11 U.S.C. §§ 101 et seq.


 


“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.


 




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 Master Indenture



    	 



    

 


“Benefit Plan”
means (i) an “employee benefit plan” as defined in Section 3(3) of ERISA which is subject to Title I of ERISA, (ii)
a “plan” as defined in Section 4975 of the Code, (iii) an entity whose underlying assets include plan assets of the
foregoing, or (iv) a governmental plan subject to applicable law that is substantially similar to the fiduciary responsibility
provisions of ERISA or Section 4975 of the Code.


 


“Book-Entry
Notes” means a beneficial interest in the Notes of a particular Class, ownership and transfers of which shall be made
through book entries by a Clearing Agency as described in Section 2.10.


 


“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 any other State designated by the Issuer from time to time; provided that as of the Closing Date the
Issuer will be deemed to have designated the State of Connecticut for purposes of this definition (or, with respect to any Series,
any additional state specified by the related Indenture Supplement).


 


“Certificated
Security” has the meaning assigned to such term in Section 8-102 of Article 8 of the UCC.


 


“Chattel Paper”
has the meaning assigned thereto in Section 9-102 of Article 9 of the UCC.


 


“Class”
means any class of Notes of any Series.


 


“Clearing
Agency” means an organization registered as a “clearing agency” pursuant to Section 17A of the Securities
Exchange Act that has been designated as the “Clearing Agency” for purposes of this Indenture. The initial Clearing
Agency is The Depository Trust Company.


 


“Clearing
Agency Participant” means a broker, dealer, bank, other financial institution or other Person for whom from time to time
a Clearing Agency effects book-entry transfers and pledges of securities deposited with such Clearing Agency.


 


“Closing Date”
means, with respect to any Series, the date specified as such in the Indenture Supplement for such Series.


 


“Code”
means the Internal Revenue Code of 1986, as amended from time to time, and Treasury Regulations promulgated thereunder.


 


“Collateral”
is defined in the Granting Clause of this Indenture.


 




    	 	5	Amended and Restated
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“Collateral
Amount” is defined, with respect to any Series, in the Indenture Supplement for such Series.


 


“Collateral
Security” means, with respect to any Receivable, (i) the security interest, if any, granted by or on behalf of the related
Dealer in the related Primary Collateral for such Receivable but does not include secondary collateral such as personal property,
personal guarantees, mortgages on real estate, assignments of certificates of deposit, or letters of credit and (ii) all Records
in respect of such Receivable.


 


“Collection
Account” means the account designated as such, established and owned by the Issuer and maintained in accordance with
Section 8.2.


 


“Collections”
means, with respect to any Receivable, without duplication, the sum of (a) all payments by or on behalf of Dealers received in
respect of such Receivable (including proceeds from the realization upon any Collateral Security) in the form of cash, checks,
wire transfers or any other form of payment, (b) all payments deemed to be collections by or on behalf of Dealers received in respect
of such Receivable and (c) amounts received under or in connection with any Credit Insurance in respect of such Receivable. Collections
of Non-Principal Receivables shall include all Recoveries; provided, that any Recoveries or other amounts received up to the Reimbursement
Amount with respect to a Credit Insurance Receivable shall be deemed not to be Collections or otherwise Collateral Security for
any purposes hereof. Amounts paid by Transferor to Issuer pursuant to Section 6.1(e) of the Second Tier Agreement shall
be deemed to be Principal Collections to the extent that they represent the purchase price of Principal Receivables. Amounts paid
by the Master Servicer pursuant to Section 2.6 of the Servicing Agreement shall be deemed to be Principal Collections.


 


“Combined
Outstanding Principal Balances” means the Outstanding Balances of all Principal Receivables held by the Issuer.


 


“Commission”
means the Securities and Exchange Commission.


 


“Concentration
Limit Percentage” has the meaning set forth in the definition of Dealer Concentration Limit.


 


“Control”,
with respect to any Federal Book Entry Security, means that:


 


(i)       the
Indenture Trustee is a “participant” (as such term is defined in the Federal Book Entry Regulations) in the book entry
system maintained by the Federal Reserve Bank that is acting as fiscal agent for the issuer of such Federal Book Entry Security,
and such Federal Reserve Bank has indicated by book entry that a Securities Entitlement to such Federal Book Entry Security has
been credited to the Indenture Trustee’s Securities Account maintained by such Federal Reserve Bank in such book entry system;
or


 


(ii)      (a)
the Indenture Trustee (1) is registered on the records of a Securities Intermediary as the Person having a Securities Entitlement
in respect of such Federal Book Entry Security against such Securities Intermediary; or (2) has obtained the agreement, in writing,
of the Securities Intermediary for such Securities Entitlement that such Securities Intermediary will comply with Entitlement Orders
of the Indenture Trustee without further consent of any other Person; (b) the Securities Intermediary is a “participant”
(as such term is defined in the Federal Book Entry Regulations) in the book entry system maintained by the Federal Reserve Bank
that is acting as fiscal agent for the issuer of such Federal Book Entry Security; and (c) such Federal Reserve Bank has indicated
by book entry that a Security Entitlement to such Federal Book Entry Security has been credited to the Securities Intermediary’s
Securities Account maintained by such Federal Reserve Bank in such book entry system.


 




    	 	6	Amended and Restated
 Master Indenture



    	 



    

 


“Corporate
Trust Office” means, (a) with respect to the Indenture Trustee, the principal office of the Indenture Trustee at which
at any particular time its corporate trust business shall be administered, which office at the date of this Indenture is located
at 60 Wall Street, 16th Floor – MS NYC60-1625, New York, New York 10005, Attention: Louis Bodi (facsimile no. (212) 250-4855);
or at such other address as the Indenture Trustee may designate from time to time by notice to the Noteholders and the Issuer,
or the principal corporate trust office of any successor Indenture Trustee (the address of which the successor Indenture Trustee
will notify the Noteholders and the Issuer) and (b) with respect to the Trustee, as provided in the Trust Agreement.


 


“Credit and
Collection Policies” means the credit and collection policies adopted by the Issuer pursuant to the Credit and Collection
Policies Resolution, as such credit and collection policies may be amended or modified from time to time.


 


“Credit and
Collection Policies Resolution” means a resolution adopted by the Issuer on or prior to the Closing Date for the first
Series issued by the Issuer.


 


“Credit Insurance”
means credit insurance or other similar credit enhancement with respect to a Receivable supporting payment of such Receivable or
the creditworthiness of the related Dealer.


 


“Credit Insurance
Receivable” means, at any time, any Receivable that is then covered by Credit Insurance.


 


“Custodian”
means Deutsche Bank Trust Company Americas, as custodian under the Custody and Control Agreement, or any successor custodian under
the Custody and Control Agreement.


 


“Custody and
Control Agreement” means the Custody and Control Agreement, dated as of August 12, 2004, among the Issuer, the Custodian
and the Indenture Trustee.


 


“Date of Processing”
means, as to any transaction, the date on which the transaction is first recorded on the Issuer’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 products from a manufacturer or distributor
thereof and holding such Products for sale or lease in the ordinary course of business or a Person engaged generally in the business
of manufacturing or distributing Products for sale to Dealers in the ordinary course of business.


 




    	 	7	Amended and Restated
 Master Indenture



    	 



    

 


“Dealer Concentration
Limit” means a dollar amount calculated as a percentage (the “Concentration Limit Percentage”) of
the Combined Outstanding Principal Balances as of the end of each Monthly Period, subject to the following limitations:


 


(a)      if
a Dealer is ranked first owing the largest amount of the Combined Outstanding Principal Balances as of the end of a Monthly Period,
the Concentration Limit Percentage shall equal three percent (3%);


 


(b)      if
a Dealer is ranked second through third owing the largest amount of the Combined Outstanding Principal Balances as of the end of
a Monthly Period, the Concentration Limit Percentage shall equal two percent (2%);


 


(c)      if
a Dealer is ranked fourth through fifth owing the largest amount of the Combined Outstanding Principal Balances as of the end of
a Monthly Period, the Concentration Limit Percentage shall equal one and one-half percent (1.5%);


 


(d)      if
a Dealer is ranked sixth through seventh owing the largest amount of the Combined Outstanding Principal Balances as of the end
of a Monthly Period, the Concentration Limit Percentage shall equal one percent (1%);


 


(e)      if
a Dealer is ranked eighth through forty-first owing the largest amount of the Combined Outstanding Principal Balances as of the
end of a Monthly Period, the Concentration Limit Percentage shall equal three-quarters of one percent (0.75%); or


 


(f)      if
a Dealer is ranked forty-second or lower (i.e., forty-third or numerically higher) owing the largest amount of the Combined Outstanding
Principal Balances as of the end of a Monthly Period, the Concentration Limit Percentage shall equal one-half of one percent (0.50%);


 


or, in each case, if the Rating Agency
Condition is satisfied, such larger percentage of the Combined Outstanding Principal Balances as is stated in the notice from the
Issuer to each applicable Rating Agency in connection with the satisfaction of the Rating Agency Condition.


 


“Dealer
Overconcentration” means, on any Determination Date, with respect to an Overconcentrated Dealer, the excess, if any,
of (a) the portion of the Combined Outstanding Principal Balances that are owed by such Dealer, over (b) the Dealer Concentration
Limit with respect to such Dealer; provided that such calculation shall be made in accordance with Section 8.4 after taking
into account any Product Line Overconcentrations.


 


“Dealer Overconcentration
Percentage” means, with respect to an Overconcentrated Dealer, a fraction, calculated as of the end of each Monthly Period,
expressed as a percentage, (a) the numerator of which is the Dealer Overconcentration with respect to such Dealer, and (b) the
denominator of which is the portion of the Combined Outstanding Principal Balances owed by such Dealer.


 


“Debtor Relief
Law” means the Bankruptcy 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.


 




    	 	8	Amended and Restated
 Master Indenture



    	 



    

 





 


“Default”
means any occurrence that is, or with notice or the lapse of time or both would become, an Event of Default.


 


“Default Amount”
means for any date of determination with respect to the preceding month, the result of the sum, for all Accounts, of the amount
of Principal Receivables (other than Principal Receivables subject to repurchase pursuant to Section 6.1(c) of the Second Tier
Agreement, unless there is an Insolvency Event with respect to the related Originator or the Transferor) in such Accounts which
became Defaulted Receivables during such month.


 


“Defaulted
Receivable” on any Determination Date means all Receivables in an Account which are charged off as uncollectible in accordance
with the Credit and Collection Policies of the Issuer on or prior to such Determination Date in respect of the immediately preceding
Monthly Period.


 


“Definitive
Notes” is defined in Section 2.10.


 


“Delivery”
means, when used with respect to Trust Account Property:


 


(i)      with
respect to any such Trust Account Property that constitutes a Certificated Security, transfer of possession of such Certificated
Security to the Indenture Trustee or its nominee or custodian by physical delivery to the Indenture Trustee or its nominee or custodian,
endorsed to, or registered in the name of, the Indenture Trustee or its nominee or custodian or endorsed in blank (and, in the
case of delivery to any nominee of or custodian for the Indenture Trustee, such nominee or custodian shall have acknowledged in
writing that it is holding possession thereof on behalf of and for the Indenture Trustee); and


 


(ii)     with
respect to any such Trust Account Property that constitutes an Uncertificated Security (including any investments in money market
mutual funds, but excluding any Federal Book-Entry Security), satisfaction of the requirements for obtaining “control”
pursuant to Section 8-106(c)(2) of Article 8 of the UCC.


 


“Designated
ABL Account” means an Account designated as such in the related Assignment.


 


“Determination
Date” means, unless otherwise specified in any Indenture Supplement with respect to the related Series, the second Business
Day preceding each Payment Date.


 


“Discount
Factor” means, for any monthly period, 0% or such higher percentage not to exceed 2% as the Transferor in its sole discretion
may designate; provided that the Transferor shall not designate a Discount Factor greater than 0% for any Monthly Period without
the consent of the Issuer.


 


“Early Amortization
Event” means, as to any Series, (a) each event, if any, specified in the relevant Indenture Supplement as an Early Amortization
Event for that Series and (b) a Trust Early Amortization Event.


 




    	 	9	Amended and Restated
 Master Indenture



    	 



    

 


“Early Amortization
Period” with respect to a Series, is defined in the related Indenture Supplement.


 


“Eligible
Deposit Account” means: (a) a deposit account maintained with a federal or state-chartered depository institution or
trust company that is an Eligible Institution or (b) a segregated trust account maintained with the corporate trust department
of a federal depository institution or state chartered depository institution that is subject to federal or state regulations regarding
fiduciary funds on deposit substantially similar to 12 C.F.R. §9.10(b) which, in the case of this clause (b), has corporate
trust powers, acting in its fiduciary capacity.


 


“Eligible
Institution” means (a) in the case of deposit accounts or trust accounts in which deposits are held for less than thirty
(30) days, an institution whose commercial paper, short-term debt obligations or other short-term deposits are rated A-1+ by S&P
and, if rated by Moody’s, are rated P-1 by Moody’s; and (b) in the case of deposit accounts or trust accounts in which
deposits are held for more than thirty (30) days, in institution whose long-term unsecured debt obligations are rated at least
AA- by S&P and, if rated by Moody’s, are rated at least Baa3 by Moody’s.


 


“Enhancement
Agreement” means any agreement, instrument or document governing the terms of any Series Enhancement or pursuant to which
any Series Enhancement is issued.


 


“Entitlement
Order” has the meaning assigned thereto in Section 8-102(a) of Article 8 of the UCC.


 


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


 


“Event of
Default” is defined in Section 5.2.


 


“Excess Allocation
Series” means a Series that, pursuant to the Indenture Supplement therefor, is entitled to receive certain excess Collections
of Non-Principal Receivables, as set forth in such Indenture Supplement. If so specified in the Indenture Supplement for a Group
of Series, such Series may be an Excess Allocation Series only for the Series in such Group.


 


“Excess Funding
Account” means the account designated as such, established and owned by the Issuer and maintained in accordance with
Section 8.2.


 


“Excess Non-Principal
Collections” means all amounts, if any, that any Indenture Supplement designates as “Excess Non-Principal Collections.”


 


“Existing
Master Indenture” is defined in the Preamble.


 


“FDIC”
means the Federal Deposit Insurance Corporation.


 


“Federal Book-Entry
Regulations” means (a) the Federal regulations listed on Appendix A to Operating Circular No. 7 issued by the Federal
Reserve Banks and (b) the Federal regulations published at 25 C.F.R. Part 350.


 




    	 	10	Amended and Restated
 Master Indenture



    	 



    

 


“Federal Book-Entry
Security” means a marketable security (a) issued in electronic form by (i) the United States Government, (ii) the Federal
Home Loan Mortgage Corporation, the Federal National Mortgage Association or the Government National Mortgage Association or (iii)
any direct obligation of any other agency or instrumentality of the United States Government that is fully guaranteed as to timely
payment or principal and interest by the United States of America and (b) that the Federal Reserve Banks have determined is eligible
to be held in an account at a Federal Reserve Bank containing securities of such type pursuant to the Federal Book-Entry Regulations.


 


“Filing”
is defined in Schedule 1.


 


“Financial
Asset” has the meaning assigned thereto in Section 8-102 of Article 8 of the UCC.


 


“Financing
Agreement” means a Wholesale Financing Agreement, Accounts Receivable Financing Agreement or Asset Based Lending Financing
Agreement, including, for the avoidance of doubt, any such agreement that is a Syndicated Financing Agreement.


 


“First Tier
Agreement” means the Amended and Restated Receivables Sale Agreement, dated as of August 12, 2004, and amended and restated
as of July 11, 2014, among the Originators and the Transferor.


 


“Fitch”
means Fitch, Inc., doing business as Fitch Ratings.


 


“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” means, on any date of determination, (a) the Note Trust Principal Balance, minus (b) the aggregate of the Collateral
Amounts for all Series of Notes that are Outstanding.


 


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


 


“Governmental
Authority” means any nation or government, any state, county, city, town, district, board, bureau, office commission,
any other municipality or other political subdivision thereof (including any educational facility, utility or other Person operated
thereby), and any agency, department or other entity exercising executive, legislative, judicial, regulatory or administrative
functions of or pertaining to government.


 




    	 	11	Amended and Restated
 Master Indenture



    	 



    

 


“Grant”
means to create and grant a Lien pursuant to this Indenture, and other forms of the verb “to Grant” shall have correlative
meanings. A Grant with respect to the Collateral or any other agreement or instrument shall include a grant of a Lien upon all
rights, powers and options (but none of the obligations) of the Granting party thereunder, including the right, upon the occurrence
of a Default and declaration thereof by the party to whom such Grant is made, to claim for, collect, receive and give receipt for
principal and interest payments in respect of the Collateral and all other amounts payable thereunder, to give and receive notices
and other communications, to make waivers or other agreements, to exercise all rights and options, to bring Proceedings in the
name of the Granting party or otherwise and generally to do and receive anything that the Granting party is or may be entitled
to do or receive thereunder or with respect thereto.


 


“Group”
means, with respect to any Series, the group of Series, if any, in which the related Indenture Supplement specifies such Series
is to be included.


 


“Inactive
Accounts” means an Account that has had a zero balance and under which no funding has occurred, in each case for at least
the preceding 12 months.


 


“Indenture”
means this Amended and Restated Master Indenture, dated as of August 12, 2004, and amended and restated as of July 11, 2014,
between the Issuer and the Indenture Trustee.


 


“Indenture
Servicer Default” means:


 


(a)          failure
on the part of the Master Servicer duly to observe or perform in any material respect any covenants or agreements of the Master
Servicer set forth in the Servicing Agreement which has a material adverse effect on the Noteholders, which continues unremedied
for a period of sixty (60) days after the date on which written notice of such failure requiring the same to be remedied shall
have been given to the Issuer by the Indenture Trustee; or the Master Servicer shall assign or delegate its duties under the Servicing
Agreement except as permitted by the Servicing Agreement, and such assignment or delegation continues unremedied for fifteen (15)
days after the date on which written notice thereof, requiring the same to be remedied, shall have been given to the Issuer by
the Indenture Trustee at the direction of Noteholders of more than sixty-six and two-thirds percent (66 2/3%) of the Outstanding
Principal Balance of the Notes; or


 


(b)          any
representation, warranty or certification made by the Master Servicer in the Servicing Agreement or in any certificate delivered
pursuant to the Servicing Agreement shall prove to have been incorrect when made, which has a material adverse effect on the rights
of the Noteholders and which continues to be incorrect in any material respect for a period of sixty (60) days after the date on
which written notice of such failure, requiring the same to be remedied, shall have been given to the Issuer by the Indenture Trustee
at the direction of Noteholders of more than sixty-six and two-thirds percent (66 2/3%) of the Outstanding Principal Balance of
the Notes.


 




    	 	12	Amended and Restated
 Master Indenture



    	 



    

 


“Indenture
Supplement” means, with respect to any Series, a supplement to this Indenture, executed and delivered in connection with
the original issuance of the Notes of such Series pursuant to Section 2.8, and an amendment or modification to this Indenture
executed pursuant to Section 9.1 or Section 9.2, and, in either case, including all amendments or modifications thereof
and supplements thereto.


 


“Indenture
Trustee” means Deutsche Bank Trust Company Americas, not in its individual capacity but solely as Indenture Trustee under
this Indenture, or any successor Indenture Trustee under this Indenture.


 


“Independent”
means, with respect to any specified Person, any such Person who (a) does not have any direct financial interest, or any material
indirect financial interest in any Originator, the Master Servicer, the Transferor, the Issuer, or any Affiliate of any thereof
and (b) is not connected with any Originator, the Master Servicer, the Transferor, the Issuer, or any Affiliate of any thereof,
as an officer, employee, promoter, underwriter, trustee, partner, director or Person performing similar functions; provided,
however, that a Person shall not fail to be Independent of any Originator, the Master Servicer, the Transferor, the Issuer,
or any Affiliate of any thereof merely because such Person is the beneficial owner of one percent (1%) or less of any class of
securities issued by any Originator, the Master Servicer, the Transferor, the Issuer or any Affiliate thereof, as the case may
be.


 


“Independent
Certificate” means a certificate or opinion to be delivered to the Indenture Trustee under the circumstances described
in, and otherwise complying with, the applicable requirements of Section 10.1 made by an Independent appraiser or other
expert appointed by an Issuer Order, and such opinion or certificate shall state that the signer has read the definition of “Independent”
in this Indenture and that the signer is Independent within the meaning thereof.


 


“Initial Account”
means each individual revolving credit arrangement established by an Originator with a Dealer which was identified in an Account
Schedule delivered to the Indenture Trustee on or prior to the Initial Closing Date. By its execution of this Indenture, the Indenture
Trustee acknowledges receipt of such Account Schedule on or prior to the Initial Closing Date.


 


“Initial Closing
Date” means August 12, 2004.


 


“Insolvency
Event” means, with respect to a specified Person: (a) the commencement by a court having jurisdiction in the premises
of an involuntary action seeking: (i) a decree or order for relief in respect of such Person in a case or proceeding under any
applicable federal or state bankruptcy, insolvency, reorganization, or other similar law, (ii) the appointment of a custodian,
receiver, liquidator, conservator, assignee, trustee, sequestrator, or other similar official of such Person or (iii) the winding
up or liquidation of such Person’s affairs, and notwithstanding the objection by such Person any such action shall have remained
undischarged or unstayed for a period of ninety (90) consecutive days or any order or decree providing the sought after relief,
remedy or other action shall have been entered; or (b) the commencement by such Person of a voluntary case or proceeding under
any applicable federal or state bankruptcy, insolvency, reorganization, or other similar law or of any other case or proceeding
to be adjudicated a bankrupt or an insolvent, or the consent by it to the entry of a decree or order for relief in respect of such
Person in an involuntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization or other
similar law or to the commencement of any bankruptcy or insolvency case or proceeding against it, or the filing by it of a petition
or answer or consent seeking reorganization or relief under any applicable federal or state law, or the consent by it to the filing
of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, conservator, assignee, trustee,
sequestrator, or similar official of such Person or of any substantial part of its property, or the making by it of an assignment
for the benefit of creditors, or such Person’s failure to pay its debts generally as they become due, or the taking of corporate
action by such Person in furtherance of any such action.


 




    	 	13	Amended and Restated
 Master Indenture



    	 



    

 


“Instruments”
has the meaning assigned thereto in Section 9-102 of Article 9 of the UCC.


 


“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.


 


“Intercreditor
Agreement” means the Amended and Restated Intercreditor Agreement, dated as of November 9, 2006, among the Originators,
the Issuer and the Master Servicer.


 


“Investment
Company Act” means the Investment Company Act of 1940.


 


“Investment
Grade Manufacturer” means a Manufacturer that has, or whose Parent Company has, at least two of the following: (a) a
long-term unsecured debt rating from Moody’s of at least “Baa3”, if such Manufacturer or its Parent Company is
rated by Moody’s, (b) a long-term unsecured debt rating from S&P of at least “BBB-”, if such Manufacturer
or its Parent Company is rated by S&P, or (c) a long-term issuer default rating from Fitch of at least “BBB-” if
such Manufacturer or its Parent Company is rated by Fitch.


 


“Investment
Property” has the meaning assigned thereto in Section 9-102 of Article 9 of the UCC.


 


“Involuntary
Removal” means the reassignment of any Transferred Receivable pursuant to the terms of Section 2.7(d) of the Second
Tier Agreement.


 


“Issuer”
means GE Dealer Floorplan Master Note Trust, a Delaware statutory trust, until a successor replaces it and, thereafter, means the
successor and, for purposes of any provision contained in this Indenture and required by the TIA, each other obligor on the Notes.


 


“Issuer Documents”
means the Related Documents to which the Issuer is a party.


 


“Issuer Order”
and “Issuer Request” means a written order or request, respectively, signed in the name of the Issuer by any
one of its Authorized Officers and delivered to the Indenture Trustee.


 


“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 conditional sale, any lease or title retention agreement, or 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); provided, however, that references to Liens
(other than in the definition of Permitted Encumbrances and Permitted Borrowing Base Liens) shall exclude Permitted Encumbrances.


 




    	 	14	Amended and Restated
 Master Indenture



    	 



    

 


“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.


 


“Manufacturer
Concentration Limit” means a dollar amount calculated as:


 


(a)          nine
and ninety nine hundredths of one percent (9.99%) of the Combined Outstanding Principal Balances on the last day of the applicable
Monthly Period (in the case of each of the Investment Grade Manufacturers that is among the three (3) Investment Grade Manufacturers
which are parties to the Floorplan Agreements covering the first to third largest portions of the Combined Outstanding Principal
Balances);


 


(b)          five
percent (5%) of the Combined Outstanding Principal Balances on the last day of the applicable Monthly Period (in the case of each
of the Investment Grade Manufacturers that is among the two (2) Investment Grade Manufacturers which are parties to the Floorplan
Agreements covering the fourth and fifth largest portions of the Combined Outstanding Principal Balances);


 


(c)          four
percent (4%) of the Combined Outstanding Principal Balance on the last day of the applicable Monthly Period (in the case of the
Investment Grade Manufacturer that is a party to the Floorplan Agreement covering the sixth largest portion of the Combined Outstanding
Principal Balances); or


 


(d)          three
percent (3%) of the Combined Outstanding Principal Balances on the last day of such Monthly Period (in the case of each of the
Investment Grade Manufacturers other than the top six (6) Investment Grade Manufacturers contemplated by clauses (a) through (c)
above);


 


(e)          nine
and ninety nine hundredths of one percent (9.99%) of the Combined Outstanding Principal Balance on the last day of the applicable
Monthly Period (in the case of each of the Non-Investment Grade Manufacturer that is a party to the Floorplan Agreement covering
the largest portion of the Combined Outstanding Principal Balances);


 


(f)          seven
percent (7%) of the Combined Outstanding Principal Balance on the last day of the applicable Monthly Period (in the case of the
Non-Investment Grade Manufacturer that is a party to the Floorplan Agreement covering the second largest portion of the Combined
Outstanding Principal Balances);


 


(g)          six
percent (6%) of the Combined Outstanding Principal Balance on the last day of the applicable Monthly Period (in the case of the
Non-Investment Grade Manufacturer that is party to the Floorplan Agreement covering the third largest portion of the Combined Outstanding
Principal Balances);


 




    	 	15	Amended and Restated
 Master Indenture



    	 



    

 


 


(h)          five
percent (5%) of the Combined Outstanding Principal Balances on the last day of the applicable Monthly Period (in the case of each
of the Non-Investment Grade Manufacturers that is among the two (2) Non-Investment Grade Manufacturers which are parties to the
Floorplan Agreements covering the fourth and fifth largest portions of the Combined Outstanding Principal Balances);


 


(i)          four
percent (4%) of the Combined Outstanding Principal Balance on the last day of the applicable Monthly Period (in the case of the
Non-Investment Grade Manufacturer that is a party to the Floorplan Agreement covering the sixth largest portion of the Combined
Outstanding Principal Balances); or


 


(j)          three
percent (3%) of the Combined Outstanding Principal Balances on the last day of such Monthly Period (in the case of each of the
Non-Investment Grade Manufacturers other than the top six (6) Non-Investment Grade Manufacturers contemplated by clauses (e) through
(h) above);


 


provided that the Issuer
may designate different percentages of the Combined Outstanding Principal Balances for clauses (a) through (j) by
notice to the Indenture Trustee if the Rating Agency Condition is satisfied.”


 


“Manufacturer
Discount Amount”, with respect to a Receivable, means an amount equal to the excess, if any, of (a) the invoice price
of the related Product over (b) the amount that the applicable Manufacturer agrees to accept from an Originator in order to permit
the applicable Dealer to obtain a “free flooring” period during which such Dealer is not required to pay interest (or
pays interest at a reduced rate) in respect of such Receivable.


 


“Manufacturer
Overconcentration” means, on any Determination Date, with respect to all Accounts covered by a Floorplan Agreement with
the same Manufacturer, the excess, if any, of (a) the Combined Outstanding Principal Balances in such Accounts covered by such
a Floorplan Agreement with such Manufacturer, on the last day of the Monthly Period immediately preceding such Determination Date,
over (b) the Manufacturer Concentration Limit for such Manufacturer; provided that such calculation shall be made in accordance
with Section 8.4 after taking into account any Product Line Overconcentrations and any Dealer Overconcentrations.


 


“Manufacturer
Overconcentration Percentage” means, with respect to an Overconcentrated Manufacturer, a fraction, calculated as of the
end of each Monthly Period, expressed as a percentage, (a) the numerator of which is the Manufacturer Overconcentration with respect
to such Overconcentrated Manufacturer and (b) the denominator of which is the Combined Outstanding Principal Balances in all Accounts
covered by Floorplan Agreements with such Overconcentrated Manufacturer.


 


“Manufacturer
Subsidy Amount”, with respect to a Receivable, means an amount that the applicable Manufacturer has agreed to pay in
respect of such Receivable (at any time or from time to time) after such Receivable has been originated in order to permit the
applicable Dealer to obtain a “free flooring” period during which such Dealer is not required to pay interest (or pays
interest at a reduced rate) in respect of such Receivable.


 




    	 	16	Amended and Restated
 Master Indenture



    	 



    

 


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


 


“Material
Originator” means an Originator, if the aggregate amount of Principal Receivables originated by such Originator and held
by the Issuer is equal to or greater than two percent (2%) (by dollar amount) of the Combined Outstanding Principal Balances; provided,
that if the aggregate amount of Principal Receivables originated by an Originator and held by the Issuer is less than two percent
(2%) (by dollar amount) of the Combined Outstanding Principal Balances (such Originator may be referred to as a “Less than
2% Originator”), then such Less than 2% Originator and all other Less than 2% Originators shall be treated as a single Material
Originator if the sum of the aggregate amount of Principal Receivables originated by such Less than 2% Originators and held by
the Issuer is equal to or greater than two percent (2%) (by dollar amount) of the Combined Outstanding Principal Balances.


 


“Minimum Free
Equity Amount” means, as of any date of determination, the greater of (a) the product of (i) the sum of the Collateral
Amounts for all outstanding Series, each as of such date of determination, and (ii) the highest of the Minimum Free Equity Percentages
specified in the Indenture Supplements effective on such date of determination and (b) the aggregate of all Dealer Overconcentrations,
Manufacturer Overconcentrations and Product Line Overconcentrations as determined on the most recent Determination Date on or prior
to such date of determination.


 


“Minimum Free
Equity Percentage”, with respect to a Series, has the meaning specified in the related Indenture Supplement.


 


“Monthly Period”
means as to each Payment Date, the preceding calendar month, unless otherwise defined with respect to a Series in the related Indenture
Supplement.


 


“Moody’s”
means Moody’s Investors Service, Inc.


 


“New Issuance”
is defined in Section 2.8(a).


 


“Non-Investment
Grade Manufacturer” means each Manufacturer that is not an Investment Grade Manufacturer.


 


“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, provided that if the Master Servicer, on behalf of the Issuer, does not allocate such
non-principal charges to specific Receivables, the amounts received shall constitute “Non-Principal Collections” pursuant
to this clause (a) if they are paid by a Dealer which is an obligor of an Account; (b) all Recoveries; provided, that any
Recoveries or other amounts received up to the Reimbursement Amount with respect to a Credit Insurance Receivable shall be deemed
not to be Collections or otherwise Collateral for any purposes hereof; (c) all interest and earnings on investments included in
the Excess Funding Account, net of losses and investment expenses; (d) payments by Dealers of Manufacturer Discount Amounts (including
amounts deemed to be payments of such Manufacturer Discounts Amounts); (e) payments by manufacturers of Manufacturer Subsidy Amounts;
(f) amounts deemed to be collections of interest and non-principal charges by or on behalf of Dealers; (g) amounts received by
the Issuer under or in connection with any Credit Insurance to the extent not allocated by the Master Servicer, on behalf of the
Issuer, as Principal Collections in accordance with its current practices and (h) the product of (i) any other Collections not
described in the preceding clauses (a) through (g) of this definition, multiplied by (ii) the Discount Factor.


 




    	 	17	Amended and Restated
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“Non-Principal
Receivables” with respect to any Account means (a) all amounts billed to the related Dealer in respect of interest and
all other non-principal charges, provided that if the Master Servicer, on behalf of the Issuer, does not allocate such non-principal
charges to specific Receivables, the amounts received shall constitute “Non-Principal Receivables” pursuant to this
clause (a) if they are paid by a Dealer which is an obligor of an Account; (b) without duplication, all amounts owed in
respect of Manufacturer Discount Amounts and Manufacturer Subsidy Amounts pursuant to this definition and (c) at any time the Discount
Factor is greater than 0%, the product of (i) the Outstanding Balance of the Principal Receivables in such Account (determined
without giving effect to the proviso in the definition of “Principal Receivables”), multiplied by (ii) the Discount
Factor.


 


“Non-Principal
Shortfalls” is defined, as to any Series, in the related Indenture Supplement.


 


“Note”
means one of the notes issued by the Issuer pursuant to this Indenture and an Indenture Supplement, substantially in the form attached
to the related Indenture Supplement.


 


“Note Depository
Agreement” means an agreement among the Issuer, the Indenture Trustee and The Depository Trust Company, as the initial
Clearing Agency.


 


“Note Owner”
means, with respect to a Book-Entry Note, the Person who is the owner of such Book-Entry Note, as reflected on the books of the
Clearing Agency, or on the books of a Person maintaining an account with the Clearing Agency (directly as a Clearing Agency Participant
or as an indirect participant, in each case in accordance with the rules of the Clearing Agency).


 


“Note Register”
has the meaning specified in Section 2.4(a).


 


“Note Registrar”
has the meaning specified in Section 2.4(a).


 


“Note Trust
Principal Balance” means, as of any time of determination falling within or relating to a Monthly Period, the sum of
(a) the Aggregate Principal Receivables and (b) the amount on deposit in the Excess Funding Account at that time (exclusive of
any investment earnings on such amount).


 


“Noteholder”
means the Person in whose name a Note is registered on the Note Register or such other Person deemed to be a “Noteholder”
in any related Indenture Supplement.


 


“Notice of
Default” is defined in Section 5.2(c).


 


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


 




    	 	18	Amended and Restated
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“Opinion of
Counsel” means a written opinion of counsel (who may, except as otherwise expressly provided in this Indenture, be an
employee of or counsel to the Issuer or an Affiliate of the Issuer), which counsel and opinion shall be reasonably acceptable to
the Indenture Trustee.


 


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


 


“Originators”
means GE Commercial Distribution Finance Corporation, General Electric Capital Corporation, Brunswick Acceptance Company, LLC and
Polaris Acceptance, and any additional Persons as may be added as originators from time to time.


 


“Other Assets”
is defined in Section 10.18.


 


“Other Trustee”
is defined in Section 10.19.


 


“Outstanding”
means, as of the date of determination, all Notes theretofore authenticated and delivered under this Indenture except:


 


(a)          Notes
theretofore canceled by the Note Registrar or delivered to the Note Registrar for cancellation;


 


(b)          Notes
or portions thereof the payment for which funds in the necessary amount have been theretofore deposited with the Indenture Trustee
or any Paying Agent in trust for the Noteholders (provided, however, that if such Notes are to be redeemed, notice
of such redemption has been duly given pursuant to this Indenture); and


 


(c)          Notes
in exchange for or in lieu of other Notes that have been authenticated and delivered pursuant to this Indenture unless proof satisfactory
to the Indenture Trustee is presented that any such Notes are held by a Protected Purchaser;


 


provided, that in determining whether
the Noteholders of the requisite Outstanding Principal Balance of the Notes have given any request, demand, authorization, direction,
notice, consent or waiver, Notes owned by the Issuer or any Affiliate thereof shall be disregarded and deemed not to be Outstanding,
except that, in determining whether the Indenture Trustee shall be protected in relying upon any such request, demand, authorization,
direction, notice, consent or waiver, only Notes that a Responsible Officer of the Indenture Trustee actually knows to be so owned
shall be so disregarded. Notes so owned that have been pledged in good faith may be regarded as Outstanding if the pledgee establishes
to the satisfaction of the Indenture Trustee the pledgee’s right so to act with respect to such Notes and that the pledgee
is not the Issuer or any Affiliate thereof.


 


“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, and, solely for purposes of calculating the Aggregate
Principal Receivables at any time, if either (i) any portion of a Principal Receivable has been charged off as uncollectible in
accordance with the applicable Originator’s customary and usual servicing procedures for servicing Dealer receivables comparable
to the Receivables which have not been sold to third parties, or (ii) the Servicer shall, on behalf of the Issuer, have exercised
remedies to sell or take possession of the related collateral for such Principal Receivable, then the entire Outstanding Balance
of such Principal Receivable shall equal zero.


 




    	 	19	Amended and Restated
 Master Indenture



    	 



    

 


“Outstanding
Principal Balance” means the aggregate principal amount of all Notes which are Outstanding at the date of determination.


 


“Overconcentrated
Dealer” means a Dealer, that is not a Manufacturer, with respect to which a Dealer Overconcentration exists. For the
purposes of the definition of Overconcentrated Dealer, such a Dealer and all of its Affiliates that are Dealers shall be considered
to be a single Dealer.


 


“Overconcentrated
Manufacturer” means a Manufacturer with respect to which a Manufacturer Overconcentration exists.


 


“Overconcentrated
Product Line” means a Product line with respect to which a Product Line Overconcentration exists.


 


“Parent Company”
means, for any Manufacturer, a Person that directly or indirectly owns or controls more than 50% of the voting securities of such
Manufacturer.


 


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


 


“Paying Agent”
means with respect to the Notes, initially the Indenture Trustee or any other Person that meets the eligibility standards for the
Indenture Trustee (except subsection (a)(4)(i) of Rule 3a-7 of the Investment Company Act) specified in Section 6.11
and is authorized by the Issuer to make the payments from the Trust Accounts, including payment of principal of or interest on
the Notes on behalf of the Issuer; provided, that if the Indenture Supplement for a Series so provides, a separate or additional
Paying Agent may be appointed with respect to such Series.


 


“Payment Date”
means, with respect to any Series, the date specified as such in the related Indenture Supplement.


 


“Permitted
Borrowing Base Liens” means Liens permitted to attach to the collateral securing any Receivable under the applicable
Financing Agreement, to the extent that the amount of the obligations secured by such Liens were taken into consideration in the
calculation of the borrowing base thereunder in accordance with the Credit and Collection Policies.


 


“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’, landlords’, suppliers’ or other Liens that attach by
operation of law arising in the ordinary course of business; (c) presently existing or hereinafter created Liens in favor
of, or created by, Issuer; (d) any Lien permitted by the Intercreditor Agreement; (e) any Lien created by any Participation Agreement;
(f) any Permitted Syndicated Financing Agreement Lien; (g) any security interests in the Collateral Security that are subordinate
to the security interests securing the related Receivables; (h) Permitted Borrowing Base Liens and (i) any Lien in favor of, or
other interest of, a provider of Credit Insurance with respect to a Credit Insurance Receivable or other Collateral Security or
Collections with respect thereto under the terms of the applicable documents governing such Credit Insurance.


 




    	 	20	Amended and Restated
 Master Indenture



    	 



    

 


“Permitted
Investments” means one or more of the following:


 


(a)          direct
obligations of, and obligations fully guaranteed as to timely payment by the United States of America;


 


(b)          demand
deposits, time deposits or certificates of deposit of any depository institution (including any Affiliate of the Indenture Trustee)
or trust company incorporated under the laws of the United States of America or any state thereof or the District of Columbia (or
any domestic branch of a foreign bank) and subject to supervision and examination by Federal or state banking or depository institution
authorities (including depository receipts issued by any such institution or trust company as custodian with respect to any obligation
referred to in clause (a) above or a portion of such obligation for the benefit of the holders of such depository receipts);
provided, that at the time of the Issuer’s investment or contractual commitment to invest therein (which shall be deemed
to be made again each time funds are reinvested following each Payment Date), the commercial paper or other short-term senior unsecured
debt obligations (other than such obligations the rating of which is based on the credit of a Person other than such depository
institution or trust company) of such depository institution or trust company shall have a credit rating from Moody’s of
at least “Prime-1”, from S&P of at least “A-1” and from Fitch of at least “F1”, if rated
by Fitch;


 


(c)          commercial
paper (including commercial paper of any Affiliate of the Indenture Trustee) having, at the time of the investment or contractual
commitment to invest therein, a rating from Moody’s of at least “Prime-1”, from S&P of at least “A-1”
and from Fitch of at least “F1”, if rated by Fitch; and


 


(d)          only
to the extent permitted by Rule 3a-7 under the Investment Company Act, investments in money market funds (including funds for which
the Seller, the Servicer, the Indenture Trustee or any of its Affiliates is investment manager or advisor) having a rating from
Moody’s of “Aaa-mf”, from S&P of “AAAm” and from Fitch of “AAAmmf”, if rated by Fitch.


 


“Permitted
Syndicated Financing Agreement Lien” means, with respect to a Syndicated Financing Agreement:


 


(a)          the
interests of any letter of credit provider or cash collateral obligation for the benefit of a letter of credit provider to the
extent the funding of the related letter of credit obligations will give rise to a revolving loan and the related Originator’s
interest in such revolving loan would constitute a Receivable;


 




    	 	21	Amended and Restated
 Master Indenture



    	 



    

 


(b)          the
interests of any swingline lender to the extent any related swingline loan is convertible to a revolving loan and the related Originator’s
interest in such revolving loan would constitute a Receivable;


 


(c)          the
interests of any agent or letter of credit provider with respect to customary fees and expenses;


 


(d)          the
security interest of the agent for the benefit of the lenders providing the revolving credit arrangement designated as an Account
hereunder; and


 


(e)          the
interests of any other lender party to such Syndicated Financing Agreement; provided that:


 


(i)          the
related Originator’s interest in the Receivables and related Collateral Security is senior or pari passu in all respects
with the interest of each lender providing the revolving credit arrangement designated as an Account hereunder; and


 


(ii)         in
the case of any Asset Based Lending Financing Agreement that includes both a revolving credit arrangement designated as an Account
hereunder and a term credit facility or other credit arrangement that has not been designated as an Account hereunder (an “Excluded
Credit Arrangement”), the related Originator and other lenders providing the revolving credit arrangement(s) designated
as an Account hereunder shall have an interest in the Primary Collateral therefor that is senior to the interests of the lenders
(including the related Originator if applicable) under the Excluded Credit Arrangement.


 


“Person”
means any individual, sole proprietorship, partnership, joint venture, unincorporated organization, trust including a business
trust, association, corporation, limited liability company, institution, public benefit corporation, joint stock company, Governmental
Authority or any other entity of whatever nature.


 


“Predecessor
Note” means, with respect to any particular Note in a Series, every previous Note in such Series evidencing all or a
portion of the same debt as that evidenced by such particular Note, and, for the purpose of this definition, any Note in a Series
authenticated and delivered under Section 2.5 in lieu of a mutilated, lost, destroyed or stolen Note in such Series shall
be deemed to evidence the same debt as the mutilated, lost, destroyed or stolen Note.


 


“Primary Collateral”
means, with respect to any Receivable, (i) the related Products or Accounts Receivable that, in each case constitute the primary
collateral for such Receivable and (ii) in the case of a Receivable arising under an Asset Based Lending Financing Agreement, the
collateral included in the borrowing base for the related extension of credit.


 


“Principal
Collections” means Collections under the Receivables other than Non-Principal Collections. Amounts paid by Transferor
pursuant to Section 2.5 of the Second Tier Agreement shall be deemed to be Principal Collections. Amounts paid by Transferor
pursuant to Section 6.1(e) of the Second Tier Agreement shall be deemed to be Principal Collections to the extent that they
represent the purchase price of Principal Receivables. Amounts received by the Issuer pursuant to Section 2.6 of the Servicing
Agreement shall be deemed to be Principal Collections. Amounts received under or in connection with any Credit Insurance to the
extent not allocated as Non-Principal Collections in accordance with the Credit and Collection Policies shall be deemed to be Principal
Collections.


 




    	 	22	Amended and Restated
 Master Indenture



    	 



    

 


“Principal
Receivable” means, with respect to any Account, amounts shown on the Issuer’s records as Receivables (other than
such amounts which represent Non-Principal Receivables described in clauses (a) and (b) of the definition of “Non-Principal
Receivables”) payable by the related Dealer; provided that at any time the Discount Factor is greater than 0%, the
amount of Principal Receivables on any date shall mean the product of (i) the Principal Receivables as otherwise determined pursuant
to this definition, multiplied by (ii) 1 minus the Discount Factor.


 


“Principal
Sharing Series” means a Series that, pursuant to the Indenture Supplement therefor, is entitled to receive Shared Principal
Collections.


 


“Principal
Shortfalls” is defined, as to any Series, in the related Indenture Supplement.


 


“Principal
Terms” means, with respect to any Series, the following information related thereto, not all of which will necessarily
apply to each Series: (a) the name or designation and Closing Date for such Series; (b) the initial principal amount
of each Class of Notes (or method for calculating such amount) and the Collateral Amount; (c) the note interest rate for each
Class of Notes of such Series (or method for the determination thereof); (d) the payment date or dates and the date or dates
from which interest shall accrue; (e) the method for allocating Collections to Noteholders of such Series; (f) the designation
of any Series Accounts and the terms governing the operation of any such Series Accounts; (g) the Series Servicing Fee Percentage;
(h) the terms of any form of Series Enhancement with respect thereto; (i) the terms, if any, on which the Notes of such Series
may be exchanged for Notes of another Series, repurchased by the Transferor or remarketed to other investors; (j) the Series Maturity
Date; (k) the number of Classes of Notes of such Series and, if more than one Class, the rights and priorities of each such
Class; (l) the extent to which the Notes of such Series will be issuable in temporary or permanent global form (and, in such case,
the depositary for such global note or notes, the terms and conditions, if any, upon which such global note or notes may be exchanged,
in whole or in part, for Definitive Notes, and the manner in which any interest payable on a temporary or global note will be paid);
(m) whether the Notes of such Series may be issued in bearer form and any limitations imposed thereon; (n) the priority of such
Series with respect to any other Series; (o) whether such Series will be part of a Group; (p) whether such Series will be a Principal
Sharing Series; (q) whether such Series will be an Excess Allocation Series; (r) the applicable Payment Dates; (s) the legal final
maturity date on which the rights of the Noteholders of such Series to receive payments from the Issuer will terminate; and (t)
whether such Series will or may act as a paired series with another existing Series and the Series, with which it will be paired,
if applicable.


 


“Proceeding”
means any suit in equity, action at law or other judicial or administrative proceeding.


 




    	 	23	Amended and Restated
 Master Indenture



    	 



    

 


“Product Line Concentration
Limit” means, with respect to a Product line, a dollar amount calculated as:


 


(a)          fifteen
percent (15%) of the Combined Outstanding Principal Balances on the last day of the applicable Monthly Period if such Product line
is consumer electronics and appliances;


 


(b)          twenty
percent (20%) of the Combined Outstanding Principal Balances on the last day of the applicable Monthly Period if such Product line
is technology;


 


(c)          twenty
percent (20%) of the Combined Outstanding Principal Balances on the last day of the applicable Monthly Period if such Product line
is marine;


 


(d)          seventeen
and one-half percent (17.5%) of the Combined Outstanding Principal Balances on the last day of the applicable Monthly Period if
such Product line is recreational vehicles;


 


(e)          twenty
percent (20%) of the Combined Outstanding Principal Balances on the last day of the applicable Monthly Period if such Product line
is motorcycles;


 


(f)          three
percent (3%) of the Combined Outstanding Principal Balances on the last day of the applicable Monthly Period if such Product line
is music;


 


(g)          seventeen
and one-half percent (17.5%) of the Combined Outstanding Principal Balances on the last day of the applicable Monthly Period if
such Product line is power sports (i.e. snowmobiles, personal watercraft and all terrain vehicles);


 


(h)          fifteen
percent (15%) of the Combined Outstanding Principal Balances on the last day of the applicable Monthly Period if such Product line
is industrial equipment;


 


(i)          one
percent (1%) of the Combined Outstanding Principal Balances on the last day of the applicable Monthly Period if such Product line
is manufactured housing;


 


(j)          twenty
percent (20%) of the Combined Outstanding Principal Balances on the last day of the applicable Monthly Period if such Product line
is lawn and garden;


 


(k)          ten
percent (10%) of the Combined Outstanding Principal Balances on the last day of the applicable Monthly Period if such Product line
is accounts receivable (including purchases of accounts receivable) or asset based lending receivables;


 


(l)          fifteen
percent (15%) of the Combined Outstanding Principal Balances on the last day of the applicable Monthly Period if such Product line
is transportation; or


 


(m)          ten
percent (10%) of the Combined Outstanding Principal Balances on the last day of the applicable Monthly Period if such Product is
in a Product line other than those listed above.


 




    	 	24	Amended and Restated
 Master Indenture



    	 



    

 


or, in the case of any of the above paragraphs
of this definition, if the Rating Agency Condition is satisfied, such larger percentage of the Combined Outstanding Principal Balances
as is stated in the notice from the Issuer to each applicable Rating Agency in connection with the satisfaction of the Rating Agency
Condition. The accounts receivable and asset based lending Product lines shall be treated as single product line for purposes of
this definition and the Product Line Concentration Limit shall be calculated on an aggregate basis for such Product lines.


 


“Product Line
Overconcentration” means, on any Determination Date, the excess, if any, of (a) the portion of the Combined Outstanding
Principal Balances that represents financing for a single Product line on the last day of the Monthly Period immediately preceding
such Determination Date over (b) the Product Line Concentration Limit for such Product line; provided that the accounts receivable
and asset based lending Product lines shall be aggregated and treated as a single product line for purposes of this definition.


 


“Product Line
Overconcentration Percentage” means, with respect to an Overconcentrated Product Line, a fraction, calculated as of the
end of each Monthly Period, expressed as a percentage, (a) the numerator of which is the Product Line Overconcentration relating
to Products in such Product line, and (b) the denominator of which is the portion of the Combined Outstanding Principal Balances
relating to Products in such Product line; provided that the accounts receivable and asset based lending Product lines shall be
aggregated and treated as a single product line for purposes of this definition.


 


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


 


“Protected
Purchaser” has the meaning set forth in Section 8-303 of the UCC.


 


“RAC Account”
has the meaning set forth in Section 3.10(o).


 


“Rating Agency”
means, as to each Series, the Persons, if any, specified as such in the related Indenture Supplement.


 


“Rating Agency
Condition” means, with respect to any Outstanding Series or Class of Notes and any action, unless otherwise defined for
such Series or Class of Notes in the related Indenture Supplement 10 days’ prior written notice (or if 10 days’ advance
notice is impracticable, as much advance notice as is practicable), delivered to each applicable Rating Agency as provided in Section
10.4.


 


“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 that 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.


 




    	 	25	Amended and Restated
 Master Indenture



    	 



    

 


“Record Date”
means, with respect to a Payment Date, unless otherwise specified for a Series in the Indenture Supplement for such Series, the
close of business on the last Business Day of the calendar month immediately preceding such Payment Date.


 


“Records”
means, with respect to any Receivable, 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.


 


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


 


“Redemption
Date” means, with respect to any Series, the date or dates specified as such in this Indenture or the related Indenture
Supplement.


 


“Redemption
Price” means, with respect to any Series, the price specified as such in the Indenture Supplement.


 


“Regulation
AB” means 17 C.F.R. §§229.1100-229.1123, as such may be amended from time to time, and subject to such clarification
and interpretation as have been provided by the Commission in the adopting release (Asset-Backed Securities, Securities Act Release
No. 33-8518, 70 Fed. Reg. 1506 (Jan. 7, 2005)) or by the staff of the Commission, or as may be provided by the Commission or its
staff from time to time.


 


“Reimbursement
Amount” means, with respect to any Credit Insurance Receivable, any amounts owed to the provider of the Credit Insurance
from the proceeds of the Receivable or the Collateral Security or Collections with respect thereto covered by such Credit Insurance.


 


“Related Documents”
means the First Tier Agreement, the Second Tier Agreement, the Servicing Agreement, the Administration Agreement, the Notes, the
Trust Agreement, this Indenture, any Indenture Supplement, the Custody and Control Agreement, the Originator Guaranty, the Intercreditor
Agreement and including 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. Any reference in the foregoing documents to a Related Document shall include all Annexes,
Exhibits and Schedules thereto, and all amendments, restatements, supplements or other modifications thereto, and shall refer to
such Related Documents as the same may be in effect at any and all times such reference becomes operative.


 


“Removed Accounts”
means an Account that is removed from the Account Schedule in accordance with the Second Tier Agreement.


 


“Required
Principal Balance” means, as of any date of determination, the sum of (a) the sum of the numerators used at such date
to calculate the Allocation Percentages with respect to Principal Collections for all Series outstanding on such date, and (b)
the aggregate of all Dealer Overconcentrations, Manufacturer Overconcentrations and Product Line Overconcentrations as determined
on the most recent Determination Date on or prior to such date of determination.


 




    	 	26	Amended and Restated
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“Responsible
Officer” means:


 


(a) with
respect to the Issuer, any officer of the Administrator;


 


(b) with
respect to the Indenture Trustee, any officer assigned to the Corporate Trust Office, including any vice president, assistant vice
president, assistant treasurer, or any other officer of the Indenture Trustee customarily performing functions similar to those
performed by any of the above designated officers and having direct responsibility for the administration of the applicable Related
Documents, and also, with respect to a particular matter, any other officer, to whom such matter is referred because of such officer’s
knowledge of and familiarity with the particular subject;


 


(c) with
respect to the Trustee, any officer within the Corporate Trust Office of the Trustee with direct responsibility for the administration
of the Issuer, or any other officer to whom such matter is referred because of such officer’s knowledge of and familiarity
with the particular subject; and


 


(d) with respect to
any Person other than the Issuer, the Indenture Trustee or the Trustee, an officer or employee of such Person corresponding to
any officer or employee described in clause (c) above.


 


“Sarbanes
Certification” is defined in Section 6.17(iii).


 


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


 


“Second Tier
Agreement” means the Amended and Restated Receivables Purchase and Contribution Agreement dated as of August 12, 2004,
and amended and restated as of July 11, 2014, between the Transferor and the Issuer.


 


“Securities
Account” has the meaning assigned thereto in Section 8-501(a) of Article 8 of the UCC.


 


“Securities
Act” means the provisions of the Securities Act of 1933, 15 U.S.C. Sections 77a et seq., and any regulations promulgated
thereunder.


 


“Securities
Entitlement” has the meaning assigned thereto in Section 8-102 of Article 8 of the UCC.


 


“Securities
Exchange Act” means the provisions of the Securities Exchange Act of 1934 15 U.S.C. Sections 78a et seq.,
and any regulations promulgated thereunder.


 


“Securities
Intermediary” is defined in Section 8-102 of Article 8 of the UCC.


 




    	 	27	Amended and Restated
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“Series” means any series
of Notes, which may include within any such Series a Class or Classes of Notes subordinate to another such Class or Classes of
Notes of the same Series.


 


“Series Account”
means any deposit, trust, escrow or similar account maintained for the benefit of the Noteholders of any Series or Class, as specified
in any Indenture Supplement. Each Indenture Supplement shall require that each Series Account is an Eligible Deposit Account.


 


“Series Enhancement”
means the rights and benefits provided to the Issuer or the Noteholders of any Series or Class pursuant to any letter of credit,
surety bond, cash collateral account, collateral interest, spread account, reserve account, cash collateral guaranty, insurance
policy, tax protection agreement, interest rate swap agreement, interest rate cap agreement or other similar arrangement. The subordination
of any Series or Class to another Series or Class shall be deemed to be a Series Enhancement.


 


“Series Enhancer”
means the Person or Persons providing any Series Enhancement, other than (except to the extent otherwise provided with respect
to any Series in the Indenture Supplement for such Series) any account or deposits therein or the Noteholders of any Series or
Class which is subordinated to another Series or Class.


 


“Series Maturity
Date” means, with respect to any Series, the date specified as such in the Indenture Supplement for such Series.


 


“Series Servicing
Fee Percentage” is defined, as to any Series, in the related Indenture Supplement.


 


“Servicer
Default” is defined in Section 3.7(c).


 


“Servicing
Agreement” is defined in Section 3.7(c).


 


“Shared Principal
Collections” means all amounts that any Indenture Supplement designates as “Shared Principal Collections.”


 


“Sold Percentage”
means, with respect to any Designated ABL Account, the percentage specified as such in the related Assignment.


 


“STAMP”
is defined is Section 2.4(d).


 


“State”
means any one of the 50 states of the United States of America or the District of Columbia.


 


“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.


 




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“Successor
Master Servicer” means a successor to the initial Master Servicer as appointed under the Servicing Agreement.


 


“Syndicated
Financing Agreement” means any Wholesale Financing Agreement, Accounts Receivable Financing Agreement or Asset Based
Lending Financing Agreement among a Dealer and a syndicate of one or more lenders, including an Originator and any lender agent,
if applicable.


 


“Tax Opinion”
means, with respect to any action, an Opinion of Counsel to the effect that, for Federal income tax purposes, (a) such action will
not adversely affect the tax characterization as debt of Notes of any outstanding Class with respect to which an Opinion of Counsel
was delivered at the time of their issuance that such Notes would be characterized as debt, (b) such actions will not cause the
Issuer to be classified as an association (or publicly traded partnership) taxable as a corporation, (c) such action will
not cause or constitute an event in which tax gain or loss would be recognized by any Noteholder and (d) and with respect to a
New Issuance, unless otherwise specified in the related Indenture Supplement, the Notes of the new Series will be treated as debt.


 


“TIA”
or the “Trust Indenture Act” means the Trust Indenture Act of 1939, as in force on the date of this Indenture
unless otherwise specifically provided.


 


“Transfer
Date” means the Business Day preceding each Payment Date.


 


“Transferor”
means CDF Funding, Inc.


 


“Transferor
Interest” means the interest of the Transferor or its assigns in the Issuer and the Receivables, which entitles the Transferor
or its assigns to receive the various amounts specified in the Related Documents to be paid or transferred to the holder(s) of
the Transferor Interest.


 


“Transferor
Percentage” means as to Non-Principal Collections, Default Amounts and Principal Collections, one hundred percent (100%)
less the sum of the applicable Allocation Percentages for all outstanding Series.


 


“Transferred
Receivable” means a Receivable that has been transferred by the Transferor to the Issuer under the Second Tier Agreement.


 


“Treasury
Regulations” means regulations, including proposed or temporary regulations, promulgated under the Code. References to
specific provisions of proposed or temporary regulations shall include analogous provisions of final Treasury Regulations or other
successor Treasury Regulations.


 


“Trust Account”
is defined in Section 8.2.


 


“Trust Account
Property” means the Trust Accounts, all amounts, Financial Assets, Investment Property and other investments or other
property held from time to time in or credited to any Trust Account and all proceeds of the foregoing.


 




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“Trust Agreement”
means the Second Amended and Restated Trust Agreement relating to the Issuer, dated as of August 12, 2004, between the Transferor
and the Trustee.


 


“Trust Early
Amortization Event” is defined in Section 5.1.


 


“Trust Estate”
means all right, title and interest of the Issuer in and to the property and rights assigned to the Issuer pursuant to the Second
Tier Agreement, all monies, investment property, instruments and other property on deposit from time to time in a Trust Account
and all other property of the Issuer from time to time, including any rights of the Trustee and the Issuer pursuant to the Related
Documents.


 


“Trustee”
means BNY Mellon Trust of Delaware, formerly 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, unless the context otherwise requires, the Uniform Commercial Code as in effect in the relevant jurisdiction.


 


“Uncertificated
Security” has the meaning assigned thereto in Section 8-102 of Article 8 of the UCC.


 


“Variable
Funding Note” means any Note that is designated as a variable funding note in the related Indenture Supplement.


 


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


 


SECTION 1.2. Other
Interpretive Matters. All terms defined directly or by reference in this Indenture shall have the defined meanings when used
in any certificate or other document delivered pursuant hereto unless otherwise defined therein. For purposes of this Indenture
and all such certificates and other documents delivered pursuant hereto, unless the context otherwise requires: (a) accounting
terms not otherwise defined herein and accounting terms partly defined herein to the extent not defined, shall have the respective
meanings given to them under generally accepted accounting principles; and unless otherwise provided, references to any month,
quarter or year refer to a calendar month, quarter or year; (b) unless defined in this Indenture or the context otherwise requires,
capitalized terms used in this Indenture which are defined in the UCC shall have the meaning given such term in the UCC; (c) any
reference to each rating agency shall only apply to any specific rating agency if such rating agency is then rating any outstanding
Series; (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 Indenture (or the certificate or other document delivered pursuant hereto in which they are used) as a whole
and not to any particular provision of this Indenture (or the certificate or other document delivered pursuant hereto in which
reference is made); (f) references to any Section, Schedule or Exhibit are references to Sections, Schedules and Exhibits
in or to this Indenture, 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.


 




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SECTION 1.3. Incorporation
by Reference of TIA. Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by reference in
and made a part of this Indenture. The following terms, where used in the TIA shall have the following meanings for the purposes
hereof:


 


“indenture securities”
means the Notes.


 


“indenture security
holder” means a Noteholder.


 


“indenture to
be qualified” means this Indenture.


 


“indenture trustee”
or “institutional trustee” means the Indenture Trustee.


 


“obligor”
on the indenture securities means the Issuer.


 


All other TIA terms
used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by Commission rule have
the meanings assigned to them by such definitions.


 


ARTICLE
II


The
Notes


 


SECTION 2.1. Form.
With respect to any Series, the Notes related thereto, together with the Indenture Trustee’s certificate of authentication,
shall be in substantially the form of an exhibit to the Indenture Supplement for such Series, with such appropriate insertions,
omissions, substitutions and other variations as are required or permitted by this Indenture or such Indenture Supplement, and
may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon, as may, consistently
herewith, be determined by the officers executing such Notes, as evidenced by their execution of such Notes. Any portion of the
text of any Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Note.


 


The Notes shall be
typewritten, printed, lithographed or engraved or produced by any combination of these methods (with or without steel engraved
borders), all as determined by the Persons executing such Notes, as evidenced by their execution of such Notes.


 


Each Note shall be
dated the date of its authentication. The terms of the Notes set forth in an exhibit to the related Indenture Supplement are part
of the terms of this Indenture.


 




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Except as otherwise
specified in the related Indenture Supplement, the Notes of each Series shall be issuable only in registered form and only in minimum
denominations of at least one thousand dollars ($1,000) and in integral multiples of one thousand dollars ($1,000).


 


SECTION 2.2. Execution,
Authentication and Delivery.


 


(a) Each
Note shall be executed by manual or facsimile signature on behalf of the Issuer by any of its Authorized Officers.


 


(b) Notes
bearing the manual or facsimile signature of an individual who was at the time of signature an Authorized Officer of the Issuer
shall bind the Issuer, notwithstanding that such individual has ceased to hold such office prior to the authentication and delivery
of such Notes or did not hold such office at the date of such Notes.


 


(c) No Note
shall be entitled to any benefit under this Indenture or the related Indenture Supplement or be valid or obligatory for any purpose,
unless there appears on such Note a certificate of authentication substantially in the form provided for herein or in the related
Indenture Supplement executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate
of authentication shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered
hereunder.


 


(d) From
time to time when permitted hereunder, the Issuer shall execute and deliver Notes to the Indenture Trustee for authentication together
with an Issuer Request to the Indenture Trustee directing the authentication and delivery of such Notes and thereupon the same
shall be authenticated and delivered by the Indenture Trustee in accordance with such Issuer Request.


 


(e) The Indenture
Trustee may appoint one or more agents (each, an “Authenticating Agent”), reasonably acceptable to the Issuer,
to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Responsible Officer of the Indenture
Trustee, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, an Authenticating Agent
may authenticate Notes whenever the Indenture Trustee may do so. Each reference in this Indenture to authentication by the Indenture
Trustee shall include authentication by such Authenticating Agent. An Authenticating Agent shall have the same rights as any Note
Registrar, Paying Agent or agent for service of notices and demands. As of the date hereof, the Indenture Trustee appoints Deutsche
Bank Trust Company Americas as Authenticating Agent.


 


SECTION 2.3. Temporary
Notes. Pending the preparation of Definitive Notes, when permitted hereunder, the Issuer shall execute, and upon receipt of
an Issuer Order, the Indenture Trustee shall authenticate and deliver, temporary Notes of the tenor of the Definitive Notes in
lieu of which they are issued and with such variations not inconsistent with this Indenture as the Issuer may determine, as evidenced
by its execution of such Notes.


 




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If temporary Notes
are issued, the Issuer will cause Definitive Notes to be prepared without unreasonable delay. After the preparation of Definitive
Notes, the temporary Notes shall be exchangeable for Definitive Notes upon surrender of the temporary Notes at the office or agency
of the Issuer to be maintained as provided in Section 3.2, without charge to the Noteholder. Upon surrender for cancellation
of any one or more temporary Notes, the Issuer shall execute and the Indenture Trustee shall authenticate and deliver in exchange
therefor a like principal amount of Definitive Notes of authorized denominations. Until so exchanged, the temporary Notes shall
in all respects be entitled to the same benefits under this Indenture and the applicable Indenture Supplement as if they were Definitive
Notes.


 


SECTION 2.4. Registration;
Registration of Transfer and Exchange.


 


(a) The Issuer
shall cause to be kept a register (the “Note Register”) in which, subject to such reasonable regulations as
it may prescribe, the Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Issuer
hereby appoints Deutsche Bank Trust Company Americas as registrar (in such capacity, the “Note Registrar”)
for the purpose of registering Notes and transfers of Notes as herein provided and Deutsche Bank Trust Company Americas hereby
accepts such appointment. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it cannot
make such an appointment, the Issuer shall assume the duties of Note Registrar.


 


If a Person
other than the Indenture Trustee is appointed by the Issuer as the Note Registrar, the Issuer will give the Indenture Trustee prompt
written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register.
The Indenture Trustee shall have the right to inspect the Note Register at all reasonable times, to obtain copies thereof and to
rely upon a certificate executed on behalf of the Note Registrar by an officer thereof as to the names and addresses of the Noteholders
and the principal amounts and number of such Notes.


 


(b) Subject
to Section 2.4(a), upon surrender for registration of transfer of any Note at the Corporate Trust Office of the Indenture
Trustee to be maintained as provided in Section 3.2, if the requirements of Section 8-401(a)(1) of the UCC are met, the
Issuer shall execute, the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, in the
name of the designated transferee or transferees, one or more new Notes of the same Series and Class in any authorized denominations
of a like aggregate principal amount. At the option of a Noteholder, its Notes may be exchanged for other new Notes of the same
Series or Class in any authorized denominations of a like aggregate principal amount, upon surrender of the Notes to be exchanged
at such office or agency. Whenever any Notes are so surrendered for exchange, if the requirements of Section 8-401(a)(1) of the
UCC are met, the Issuer shall execute, the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture
Trustee, the Notes that the Noteholder making the exchange is entitled to receive. The Indenture Trustee shall make a notation
on any such new Note of the amount of principal, if any, that has been paid on such Note.


 




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(c) All Notes
issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, evidencing the same
debt and entitled to the same benefits under this Indenture and the related Indenture Supplement as the Notes surrendered upon
such registration of transfer or exchange.


 


(d) Every
Note presented or surrendered for registration of transfer or exchange shall (if so required by the Issuer or the Indenture Trustee)
be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Indenture
Trustee duly executed by, the Noteholder thereof or such Noteholder’s attorney duly authorized in writing, with such signature
guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements
include membership or participation in the Securities Transfer Agent’s Medallion Program (“STAMP”) or
such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution
for, STAMP, all in accordance with the Securities Exchange Act.


 


(e) By acquiring
a Note (or any interest therein), each purchaser and transferee shall be deemed to represent and warrant that either (i) it is
not acquiring the Note with the plan assets of a Benefit Plan or (ii) the acquisition and holding of the Note (or any interest
therein), will not give rise to a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code (or,
in the case of a governmental plan, any substantially similar law).


 


(f) The registration
of transfer of any Note shall be subject to the additional requirements, if any, set forth in the Indenture Supplement related
to such Note.


 


(g) No service
charge shall be made to a Noteholder for any registration of transfer or exchange of Notes, but the Issuer or the Indenture Trustee
may require the payment by such Noteholder of a sum sufficient to cover any tax or other governmental charge that may be imposed
in connection with any registration of transfer or exchange of Notes, other than exchanges pursuant to Section 2.3 or 9.5.


 


(h) If and
so long as any Series of Notes are listed on the Luxembourg Stock Exchange and such exchange shall so require, the Issuer shall
appoint a co-transfer agent and co-registrar in Luxembourg or another European city. Any reference in this Indenture to Note Registrar
shall include any co-transfer agent and co-registrar unless the context otherwise requires. The Indenture Trustee will enter into
any appropriate agency agreement with any co-transfer agent and co-registrar not a party to this Indenture, which will implement
the provisions of this Indenture that relate to such agent.


 


SECTION 2.5. Mutilated,
Destroyed, Lost or Stolen Notes.


 


(a) If: (i)
any mutilated Note is surrendered to the Indenture Trustee, or the Indenture Trustee receives evidence to its satisfaction of the
destruction, loss or theft of any Note, and (ii) there is delivered to the Indenture Trustee such security or indemnity as may
be required by the Indenture Trustee and the Issuer to hold the Indenture Trustee and the Issuer, respectively, harmless, then,
in the absence of notice to the Issuer, the Note Registrar or the Indenture Trustee that such Note has been acquired by a Protected
Purchaser, and provided, that the requirements of Section 8-405 of the UCC are met, the Issuer shall execute, and upon its
request the Indenture Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost
or stolen Note, a replacement Note of the same Class, Series and principal amount and bearing a number not contemporaneously outstanding;
provided, however, that if any such destroyed, lost or stolen Note, but not a mutilated Note, shall have become,
or within seven days shall be, due and payable, or shall have been called for redemption, instead of issuing a replacement Note,
the Issuer may pay such destroyed, lost or stolen Note when so due or payable or upon the Redemption Date without surrender thereof.
If, after the delivery of such replacement Note (or payment of a destroyed, lost or stolen Note pursuant to the proviso to the
preceding sentence), a Protected Purchaser of the original Note in lieu of which such replacement Note was issued presents for
payment such original Note, the Issuer and the Indenture Trustee shall be entitled to recover such replacement Note (or such payment)
from the Person to whom it was delivered or any Person taking such replacement Note from such Person to whom such replacement Note
was delivered (or payment made) or any assignee of such Person, except a Protected Purchaser, and shall be entitled to recover
upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Issuer or the
Indenture Trustee in connection therewith.


 




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(b) Upon
the issuance of any replacement Note under this Section, the Issuer or the Indenture Trustee shall require the payment by such
Noteholder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other
reasonable expenses (including the fees and expenses of the Indenture Trustee) connected therewith.


 


(c) Every
replacement Note issued pursuant to this Section in replacement of any mutilated, destroyed, lost or stolen Note shall constitute
an original additional contractual obligation of the Issuer, whether or not the mutilated, destroyed, lost or stolen Note shall
be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with
any and all other Notes of the same Class and Series duly issued hereunder.


 


(d) The provisions
of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement
or payment of mutilated, destroyed, lost or stolen Notes.


 


SECTION 2.6. Persons
Deemed Owner. Prior to due presentment for registration of transfer of any Note, the Issuer, the Indenture Trustee and any
agent of the Issuer or the Indenture Trustee may treat the Person in whose name any Note is registered (as of the day of determination)
as the owner of such Note for the purpose of receiving payment on such Note pursuant to the terms of the applicable Indenture Supplement
and for all other purposes whatsoever, whether or not such Note be overdue, and neither the Issuer, the Indenture Trustee nor any
agent of the Issuer or the Indenture Trustee shall be affected by notice to the contrary.


 




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SECTION 2.7. Payment
of Principal and Interest; Defaulted Interest.


 


(a) Any installment
of interest or principal, if any, payable on any Note that is punctually paid or duly provided for by the Issuer on the applicable
Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record
Date by check mailed first-class, postage prepaid, to such Person’s address as it appears on the Note Register on such Record
Date unless otherwise specified in the applicable Indenture Supplement. However, with respect to Notes registered on the Record
Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment will be made by
wire transfer in immediately available funds to the account designated by such nominee. Notwithstanding the above, the final installment
of principal payable with respect to such Note (and except for the Redemption Price for any Note called for redemption pursuant
to Section 2.17) shall be payable as provided in clause (b)(iii). The funds represented by any such checks returned
undelivered shall be held in accordance with Section 6.16.


 


(b) (i) The
principal of each Note shall be payable in installments on each applicable Payment Date in an amount set forth in the related Indenture
Supplement, for such Payment Date.


 


(ii) Notwithstanding
the foregoing, the entire Outstanding Principal Balance of any affected Series shall be due and payable on: (A) the date on which
an Event of Default described in paragraph (a), (b) or (c) of Section 5.2 shall have occurred and be continuing with respect
to such Series if the Indenture Trustee or the Noteholders representing not less than a majority of the Outstanding Principal Balance
of the Notes of such Series have declared the Notes to be immediately due and payable in the manner provided in Section 5.3,
(B) the date on which an Event of Default described in paragraph (d) of Section 5.2 shall have occurred and be continuing
and (C) if the Notes in any Series remain Outstanding, the Series Maturity Date for such Series.


 


(iii) The Issuer
shall notify the Indenture Trustee, and the Indenture Trustee shall subsequently notify the Person in whose name a Note is registered
at the close of business on the Record Date preceding the Payment Date, of the date on which the Issuer expects that the final
installment of principal of and interest on such Note will be paid. Such notice shall be mailed no later than the fifth day of
the calendar month for such final Payment Date and shall specify that such final installment will be payable only upon presentation
and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment.


 


(c) All reductions
in the principal amount of a Note effected by payments of installments of principal made on any Payment Date shall be binding upon
all Noteholders of such Note and of any Note issued upon the registration of transfer thereof or in exchange therefor or in lieu
thereof, whether or not such payment is noted on such Note. All payments on the Notes shall be made without any requirement of
presentment but each Noteholder of any Note shall be deemed to agree, by its acceptance of the same, to surrender such Note at
the Corporate Trust Office against payment of the final installment of principal of such Note.


 




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SECTION 2.8. New
Issuances.


 


(a) Pursuant
to one or more Indenture Supplements, the Issuer may issue one or more new Series of Notes (a “New Issuance”).
The Notes of all outstanding Series shall be equally and ratably entitled as provided herein to the benefits of this Indenture
without preference, priority or distinction, all in accordance with the terms and provisions of this Indenture and the related
Indenture Supplement except, with respect to any Series or Class, as provided in the Indenture Supplement related to such Series.
Interest on and principal of the Notes of each outstanding Series shall be paid as specified in the Indenture Supplement relating
to such outstanding Series. If a conflict exists between the terms and provisions of this Indenture and any Indenture Supplement,
the terms and provisions of the Indenture Supplement shall be controlling with respect to the related Series.


 


(b) On or
before the Closing Date relating to any New Issuance, the parties hereto will execute and deliver an Indenture Supplement which
will specify the Principal Terms of the new Series to be issued. The terms of such Indenture Supplement may modify or amend the
terms of this Indenture solely as applied to such new Series. The obligation of the Issuer to execute the Notes of any Series and
of the Indenture Trustee to authenticate such Notes (other than the Series issued on or about the Initial Closing Date) and to
execute and deliver the related Indenture Supplement is subject to the satisfaction of the following conditions:


 


(i) on or before
the tenth day immediately preceding the applicable Closing Date (unless a shorter period shall be acceptable to the Indenture Trustee
and each applicable Rating Agency), the Issuer shall have given the Indenture Trustee and each Rating Agency notice (unless such
notice requirement is otherwise waived) of such New Issuance and the Closing Date;


 


(ii) the Issuer
shall have delivered to the Indenture Trustee any related Indenture Supplement, in form satisfactory to the Issuer and the Indenture
Trustee, executed by each party hereto;


 


(iii) the Issuer
shall have delivered to the Indenture Trustee any Enhancement Agreement to be entered into in connection with such New Issuance
executed by the Series Enhancer;


 


(iv) the Rating
Agency Condition shall have been satisfied with respect to such issuance;


 


(v) such New
Issuance will not have an Adverse Effect as of the applicable Closing Date and after giving effect to such New Issuance, and the
Transferor shall have delivered an Officer’s Certificate to the effect that based upon the facts known to the officer or
manager executing such Officer’s Certificate, the New Issuance will not have an Adverse Effect as of the applicable Closing
Date and after giving effect to such New Issuance;


 




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(vi) the Free
Equity Amount shall not be less than the Minimum Free Equity Amount as of the applicable Closing Date after giving effect to such
New Issuance;


 


(vii) the Note
Trust Principal Balance shall not be less than the Required Principal Balance as of the applicable Closing Date after giving effect
to such New Issuance; and


 


(viii) the
Issuer shall have delivered to the Indenture Trustee (with a copy to each Rating Agency) a Tax Opinion, dated the Closing Date
with respect to such issuance.


 


(c) Upon
satisfaction of the above conditions, pursuant to Section 2.2, the Issuer, shall execute and the Indenture Trustee shall,
upon receipt of an Issuer Request, authenticate and deliver the Notes of such Series as provided in this Indenture and the applicable
Indenture Supplement.


 


SECTION 2.9. Cancellation.
All Notes surrendered for payment, registration of transfer, exchange or redemption shall, if surrendered to any Person other than
the Indenture Trustee, be delivered to the Indenture Trustee and shall be promptly canceled by the Indenture Trustee. The Issuer
may at any time deliver to the Indenture Trustee for cancellation any Notes previously authenticated and delivered hereunder that
the Issuer may have acquired in any manner whatsoever, and all Notes so delivered shall be promptly canceled by the Indenture Trustee.
No Notes shall be authenticated in lieu of or in exchange for any Notes canceled as provided in this Section except as expressly
permitted by this Indenture. All canceled Notes may be held or disposed of by the Indenture Trustee in accordance with its standard
retention or disposal policy as in effect at the time unless the Issuer shall direct by an Issuer Order that they be returned to
it; provided, that such Notes have not been previously disposed of by the Indenture Trustee.


 


SECTION 2.10. Book-Entry
Notes. Unless otherwise provided in any related Indenture Supplement, the Notes of each Series and Class, upon original issuance,
will be issued in the form of typewritten Notes representing the Book-Entry Notes to be delivered to the depository specified in
such Indenture Supplement which shall be the Clearing Agency or its custodian, by or on behalf of the Issuer. The Notes of each
Series and Class shall, unless otherwise provided in the related Indenture Supplement, initially be registered in the Note Register
in the name of the nominee of the Clearing Agency for such Book-Entry Notes and shall be delivered to the Indenture Trustee or,
pursuant to such Clearing Agency’s instructions, held by the Indenture Trustee’s agent as custodian for the Clearing
Agency.


 


Unless and until definitive
fully registered Notes (the “Definitive Notes”) are issued under the circumstances described in Section 2.12
or any applicable Indenture Supplement, no Note Owner shall be entitled to receive a Definitive Note representing such Note Owner’s
interest in such Note. Unless and until Definitive Notes have been issued to the Note Owners pursuant to Section 2.12 or
any applicable Indenture Supplement:


 




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(i) the provisions
of this Section shall be in full force and effect with respect to each such Series;


 


(ii) the Issuer,
the Note Registrar and the Indenture Trustee, and their officers, directors, manager, employees and agents may deal with the Clearing
Agency for all purposes (including the payment of principal of and interest on the Notes of each such Series) as the authorized
representative of the respective Note Owners;


 


(iii) to the
extent that this Section conflicts with any other provisions of this Indenture, this Section shall control with respect to each
such Series;


 


(iv) the rights
of the respective Note Owners of each such Series shall be exercised only through the Clearing Agency and the Clearing Agency Participants
and shall be limited to those established by law and agreements between such respective Note Owners and the Clearing Agency and/or
the Clearing Agency Participants. Pursuant to the Note Depository Agreement applicable to a Series, unless and until Definitive
Notes of such Series are issued pursuant to Section 2.12, the initial Clearing Agency will make book-entry transfers
among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the related Notes to such
Clearing Agency Participants; and


 


(v) whenever
this Indenture or any applicable Indenture Supplement requires or permits actions to be taken based upon instructions, directions,
or the consent of Noteholders evidencing a specified percentage of the Outstanding Principal Balance of the Notes or of a particular
Series or Class of Notes, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received
instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required
percentage of the beneficial interest in such Notes, Series or Class, as applicable, and has delivered such instructions to the
Indenture Trustee.


 


SECTION 2.11. Notices
to Clearing Agency. Whenever a notice or other communication to any Noteholder is required under this Indenture, unless and
until Definitive Notes have been issued to the related Note Owners, the Indenture Trustee or its agent shall give all such notices
and communications to the Clearing Agency.


 




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SECTION 2.12. Definitive
Notes.


 


(a) If: (i)
the Issuer advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge
its responsibilities under the Note Depository Agreement with respect to the Notes of a given Series, and the Issuer is unable
to locate a qualified successor or (ii) after the occurrence of an Event of Default, Note Owners representing beneficial interests
aggregating more than fifty percent (50%) of the Outstanding Principal Balance of the Notes (or such other percentage as specified
in the related Indenture Supplement) of such Series advise the Clearing Agency in writing that the continuation of a book-entry
system through the Clearing Agency is no longer in the best interests of the Note Owners of such Series, then the Clearing Agency
has undertaken to notify all Note Owners of such Series and the Indenture Trustee of the occurrence of any such event and of the
availability of Definitive Notes to Note Owners of such Series requesting the same. Upon surrender to the Indenture Trustee of
the typewritten Notes of such Series representing the Book-Entry Notes by the Clearing Agency, accompanied by registration and
transfer instructions from the Clearing Agency for registration, the Issuer shall execute, and the Indenture Trustee shall authenticate,
the Definitive Notes of such Series in accordance with the instructions of the Clearing Agency and shall recognize registered holders
of such Definitive Notes as Noteholders under this Indenture. None of the Issuer, the Note Registrar or the Indenture Trustee shall
be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such
instructions. Upon the issuance of Definitive Notes of such Series, all references herein to obligations imposed upon or to be
performed by the Clearing Agency with respect to such Series shall be deemed to be imposed upon and performed by the Issuer, to
the extent applicable with respect to such Definitive Notes, and the Issuer shall recognize the holders of the relevant Definitive
Notes of such Series as Noteholders hereunder.



 


(b) Definitive
Notes will not be eligible for clearing or settlement through the Clearing Agency.


 


SECTION 2.13. Treasury
Notes. In determining whether the Noteholders of the required Outstanding Principal Balance have concurred in any direction,
waiver or consent, any such Notes owned by the Issuer or an Affiliate of the Issuer shall be considered as though not Outstanding,
except that for the purposes of determining whether the Indenture Trustee shall be protected in relying on any such direction,
waiver or consent, only Notes which a Responsible Officer of the Indenture Trustee actually knows are so owned shall be so disregarded.


 


SECTION 2.14. CUSIP
Numbers. The Issuer in issuing the Notes may use “CUSIP” numbers (if then generally in use), and, if so, the Indenture
Trustee shall indicate the “CUSIP” numbers of the Notes in notices of redemption and related materials as a convenience
to Noteholders; provided, that any such notice may state that no representation is made as to the correctness of such numbers
either as printed on the Notes or as contained in any notice of redemption and related materials.


 


SECTION 2.15. Perfection
Representations and Warranties. The parties hereto agree that the representations, warranties and covenants set forth in Schedule
1 shall be a part of this Indenture for all purposes.


 


SECTION 2.16. Notes
to Constitute Indebtedness. The parties hereto agree that it is their mutual intent that, for all applicable tax purposes,
the Notes will constitute indebtedness. Further, each party hereto and each Noteholder (by accepting and holding a Note) hereby
covenants to every other party hereto and to every other Noteholder to treat the Notes as indebtedness for all applicable tax purposes
in all tax filings, reports and returns and otherwise, and further covenants that neither it nor any of its Affiliates will take,
or participate in the taking of or permit to be taken, any action that is inconsistent with the treatment of the Notes as indebtedness
for tax purposes. All successors and assignees of the parties hereto shall be bound by the provisions hereof.


 




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SECTION 2.17. Redemption.
If so specified in the applicable Indenture Supplement, the Notes of each Series shall be subject to redemption in connection with
exercise by the Transferor of its rights under Section 10.1 of the Trust Agreement relating to the Collateral Amount for
that Series. The terms of any such redemption shall be specified in the applicable Indenture Supplement.


 


ARTICLE
III


Covenants


 


SECTION 3.1. Payment
of Principal and Interest.


 


(a) The Issuer
will duly and punctually pay the principal of and interest, if any, on the Notes in accordance with the terms of the Notes, as
specified in the Indenture Supplement related to such Notes.


 


(b) The Noteholders
of any Series as of the Record Date in respect of a Payment Date shall be entitled to the interest accrued and payable and principal
payable on such Payment Date with respect to such Series as specified in the related Indenture Supplement. All payment obligations
under a Note are discharged to the extent such payments are made to the Noteholder of record.


 


SECTION 3.2. Maintenance
of Office or Agency.


 


(a) The Issuer
will maintain at the corporate trust office of Deutsche Bank Trust Company Americas (on the date hereof located at 60 Wall Street,
16th Floor, MS NYC 60-1625, New York, New York 10005) an office or agency where Notes may be surrendered for registration
of transfer or exchange and where notices and demands to or upon the Issuer in respect of the Notes and this Indenture may be served.
The Issuer hereby initially appoints Deutsche Bank Trust Company Americas at its address set forth above to serve as its agent
for the foregoing purposes.


 


(b)
The chief executive office of the Issuer at which the Issuer maintains its records with respect to the Transferred
Receivables and the transactions contemplated hereby, is currently located at the following address: 10 Riverview Drive,
Danbury, CT 06810, Attention: Manager, Securitizations. The Issuer will not change the location of such offices or its
jurisdiction of organization, as defined in the UCC, without giving the Indenture Trustee at least thirty (30) days’
prior written notice thereof.


 


SECTION 3.3. Paying
Agent’s Obligations. The Issuer will cause each Paying Agent to comply with the obligations of the Paying Agent set forth
in Section 6.16.


 




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SECTION 3.4. Existence.


 


(a) The Issuer
will keep in full effect its existence, rights and franchises as a Delaware statutory trust.


 


(b) The Issuer
shall at all times observe and comply in all material respects with (i) all laws applicable to it, and (ii) all requisite and appropriate
organizational and other formalities in the management of its business and affairs and the conduct of the transactions contemplated
hereby.


 


SECTION 3.5. Protection
of the Collateral; Further Assurances. The Issuer will from time to time execute and deliver all such supplements and amendments
hereto and all such writings of further assurance and other writings, and will take such other action necessary or advisable to:


 


(a) more
effectively make a Grant over all or any portion of the Collateral;


 


(b) maintain
or preserve the Lien (and the priority thereof) of this Indenture or carry out more effectively the purposes hereof;


 


(c) perfect,
publish notice of or protect the validity of any Grant made or to be made by this Indenture and perfect the Lien contemplated hereby
in favor of the Indenture Trustee;


 


(d) enforce
or cause the Master Servicer to enforce any of the Collateral; or


 


(e) preserve
and defend against the claims of all Persons and parties, (i) title to the Collateral (including the right to receive all payments
due or to become due with respect to the Transferred Receivables) and the interests in the property included in the Collateral
and (ii) the rights of the Indenture Trustee and the Noteholders with respect to such Collateral (including the right to receive
all payments due or to become due with respect to the Transferred Receivables) and interests with respect to the property included
in the Collateral.


 


The Issuer hereby designates the Indenture
Trustee as its agent and attorney-in-fact to file and/or execute any financing statement, continuation statement, writing of further
assurance or other writing required to be executed and/or filed to accomplish the foregoing; provided, however, that
nothing in this paragraph shall obligate the Indenture Trustee to file or execute any financing statement or continuation statement
or to take any other action hereunder.


 


SECTION 3.6.
Opinion as to the Collateral.


 


(a) On the
Closing Date relating to the first Series of Notes, the Issuer shall furnish to the Indenture Trustee an Opinion of Counsel with
respect to the filing of any financing statements as is necessary to perfect and make effective the Lien created by this Indenture
and reciting the details of such action.


 




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(b) On or before March 31
in each calendar year, the Issuer shall furnish to the Indenture Trustee an Opinion of Counsel either stating that, in the opinion
of such counsel, such action has been taken with respect to the recording, filing, re-recording and refiling of this Indenture,
any indentures supplemental hereto and any other requisite documents, and with respect to the execution and filing of any financing
statements and continuation statements, as is necessary to maintain the Lien of this Indenture and reciting the details of such
action, or stating that in the opinion of such counsel no such action is necessary to maintain such Lien. Such Opinion of Counsel
shall also describe the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and
any other requisite documents, and the execution and filing of any financing statements and continuation statements, that will,
in the opinion of such counsel, be required to maintain the Lien of this Indenture until March 31 in the following calendar
year.


 


SECTION 3.7. Performance
of Obligations; Servicing of Transferred Receivables.


 


(a) The Issuer
will not take any action and will use commercially reasonable efforts not to permit any action to be taken by others that would
release any Person from any material covenants or obligations under any instrument or agreement included in the Collateral or that
would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness
of, any such instrument or agreement, except as expressly provided in this Indenture, any applicable Indenture Supplement, or any
other Related Document or such other instrument or agreement. Notwithstanding anything to the contrary in this Indenture, nothing
shall prohibit the execution and delivery of, and the effect of, Amendment No. 2 to Series 2004-2 NTC Supplement, dated as
of April 28, 2006, among CDF Financing, L.L.C., GE Commercial Distribution Finance Corporation, and Deutsche Bank Trust Company
Americas.


 


(b) The Issuer
will punctually perform and observe all of its obligations and agreements contained in this Indenture, any applicable Indenture
Supplement, the other Issuer Documents and in the instruments and agreements included in the Collateral, including filing or causing
to be filed all UCC financing statements and continuation statements required to be filed by this Indenture, any applicable Indenture
Supplement, and any other Issuer Document in accordance with and within the time periods provided for herein and therein.


 


(c) The Issuer
hereby covenants and agrees that it will enforce the obligations of the Master Servicer under the Second Amended and Restated Servicing
Agreement, dated as of July 11, 2014, between the Master Servicer and the Issuer (the “Servicing Agreement”)
and if a “Servicer Default” as defined in Section 5.1 of the Servicing Agreement (a “Servicer Default”)
shall arise from the failure of the Master Servicer to perform any of its duties or obligations under the Servicing Agreement with
respect to the Transferred Receivables, the Issuer shall take all reasonable actions available to it to remedy such failure; provided,
however, that any Servicer Default other than a Servicer Default arising under Section 5.1(a) or Section 5.1(e)
of the Servicing Agreement may be waived by the Issuer upon consent of the Noteholders of not less than sixty-six and two-thirds
percent (662⁄3%) of the Outstanding Principal Balance for the Notes for all Series to which the Servicer Default relates.


 




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(d) The Issuer
hereby covenants and agrees that it shall deliver a notice to the Master Servicer of any Servicer Default if directed to do so
by the Indenture Trustee or by the Noteholders of not less than twenty-five percent (25%) of the Outstanding Principal Balance
of the Notes for all Series; provided, however, with respect to any Servicer Default that does not relate to all
Series, the Issuer shall deliver a notice to the Master Servicer of such Servicer Default if directed to do so by the Noteholders
of twenty-five percent (25%) of the Outstanding Principal Balance of the Notes for all Series to which the Servicer Defaults relates;
provided, however, that if the Master Servicer breaches its covenants in Section 2.6 of the Servicing Agreement,
upon discovery by the Issuer, the Issuer shall provide prompt written notice of such breach to the Master Servicer in accordance
with Section 2.6 of the Servicing Agreement. The Issuer hereby covenants and agrees that it shall: (i) upon the occurrence
of a Servicer Default set forth in Section 5.1(e) of the Servicing Agreement, promptly exercise its rights to terminate
the Master Servicer pursuant to Section 5.1 of the Servicing Agreement and (ii) prior to exercising its rights to terminate
the Master Servicer pursuant to Section 5.1 of the Servicing Agreement due to the occurrence of a Servicer Default
set forth in Section 5.1(a), Section 5.1(b), Section 5.1(c) or Section 5.1(d) of the Servicing
Agreement, obtain the consent of the Noteholders representing not less than fifty percent (50%) of the Outstanding Principal Balance
of each affected Series of Notes. The Issuer hereby further covenants and agrees that it shall deliver notice to the Master Servicer
terminating the servicing responsibilities of the Master Servicer under the Servicing Agreement if any Servicer Default under Section
5.1(a), Section 5.1(b), Section 5.1(c) or Section 5.1(d) of the Servicing Agreement occurs and it is directed
to terminate the Master Servicer by the Noteholders representing not less than fifty percent (50%) of the Outstanding Principal
Balance of each affected Series of Notes. Within thirty (30) days after the giving of notice of termination to the Master Servicer
of the Master Servicer’s rights and powers pursuant to Section 5.1 of the Servicing Agreement, the Issuer shall
appoint a Successor Master Servicer, such appointment to be reflected by a written assumption in a form acceptable to the Indenture
Trustee. In the event that a Successor Master Servicer has not been appointed and accepted its appointment at the time when the
previous Servicer ceases to act as Servicer, the Indenture Trustee without further action shall automatically be appointed the
Successor Master Servicer, subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer
by the terms and provisions of the Servicing Agreement, provided, however, that the Indenture Trustee shall not be
liable for any actions of any Servicer prior to the Indenture Trustee’s appointment as Successor Master Servicer. Notwithstanding
the preceding sentence, the Indenture Trustee shall, if it is legally unable to so act or if the Noteholders representing a majority
of the Outstanding Principal Balance of all Series so request in writing to the Indenture Trustee, appoint, or petition a court
of competent jurisdiction to appoint, any institution established in servicing receivables substantially similar to the Transferred
Receivables as the successor to the Master Servicer under the Servicing Agreement in the assumption of the responsibilities, duties
or liabilities of the Master Servicer under the Servicing Agreement. The Indenture Trustee may resign as the Master Servicer by
giving written notice of such resignation to the Issuer and in such event will be released from such duties and obligations, such
release not to be effective until the date a Successor Master Servicer enters into a servicing agreement with the Issuer as provided
below. Upon delivery of any such notice to the Issuer, the Issuer shall obtain a new servicer as the Successor Master Servicer
under the Servicing Agreement. Any Successor Master Servicer other than the Indenture Trustee shall: (i) be an established financial
institution having a net worth of not less than five hundred million dollars ($500,000,000) and whose regular business includes
the servicing of receivables and (ii) enter into a servicing agreement with the Issuer having substantially the same provisions
as the provisions of the Servicing Agreement applicable to the Master Servicer. If within 30 days after the delivery of the notice
of termination of the Master Servicer’s rights and powers referred to above, the Issuer shall not have obtained such a Successor
Master Servicer, the Indenture Trustee may appoint, or may petition a court of competent jurisdiction to appoint, a Successor Master
Servicer. In connection with any such appointment, the Indenture Trustee may make such arrangements for the compensation of such
Successor Master Servicer as it and such Successor Master Servicer shall agree, subject to the limitations set forth below and
in the Servicing Agreement, and in accordance with Section 6.2 of the Servicing Agreement, the Issuer shall enter into
an agreement with such Successor Master Servicer for the servicing of the Transferred Receivables (such agreement to be in form
and substance satisfactory to the Indenture Trustee). If the Indenture Trustee shall succeed to the previous Servicer’s duties
as servicer of the Transferred Receivables as provided herein, it shall do so in its individual capacity and not in its capacity
as Indenture Trustee and, accordingly, the provisions of Article VI shall be inapplicable to the Indenture Trustee
in its duties as the Successor Master Servicer and the servicing of the Transferred Receivables. In case the Indenture Trustee
shall become the Successor Master Servicer under the Servicing Agreement, the Indenture Trustee shall be entitled to appoint as
Servicer any one of its Affiliates; provided, that it shall be fully liable for the actions and omissions of such Affiliate
in its capacity as Successor Master Servicer.


 




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(e) Upon
any termination of the Master Servicer’s rights and powers pursuant to the Servicing Agreement, the Issuer shall promptly
notify the Indenture Trustee. As soon as a Successor Master Servicer is appointed, the Issuer shall notify the Indenture Trustee
of such appointment, specifying in such notice the name and address of such Successor Master Servicer.


 


(f) The Issuer
shall provide to the Indenture Trustee or its respective designees access to the documentation regarding the Accounts and the Transferred
Receivables in such cases where the Indenture Trustee or such designee is required in connection with the enforcement of the rights
of the Indenture Trustee, or by applicable statutes or regulations, to review such documentation, such access being afforded without
charge but only (i) upon reasonable request, (ii) during normal business hours, (iii) subject to the Issuer’s normal security
and confidentiality procedures and (iv) at offices designated by the Issuer. Nothing in this section shall derogate from the obligation
of any Person to observe any applicable law prohibiting disclosure of information regarding the Dealers, and the failure of the
Issuer to provide access as provided in this section as a result of such obligation shall not constitute a breach of this Section.


 




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(g) Upon
a merger or consolidation of (x) the Master Servicer or (y) an Originator, the Issuer shall provide prompt written notice to the
Rating Agencies and, in the case of clause (x), if the Master Servicer is no longer GE Capital, or, in the case of clause
(y), if such Originator merges or consolidates with a Person other than another Originator, the Issuer shall cause the Rating
Agency Condition to be satisfied.


 


SECTION 3.8. Taxes.
The Issuer shall contest or pay all taxes when due and payable or levied against its assets, properties or income, including any
property that is part of the Collateral.


 


SECTION 3.9. Annual
Statement as to Compliance. The Issuer will deliver to the Indenture Trustee, within 120 days after the end of each fiscal
year of the Issuer (commencing with the first fiscal year of the Issuer ending after 2004), an Officer’s Certificate, substantially
in the form of Exhibit A, stating that:


 


(i) a review
of the activities of the Issuer during such year and of performance under this Indenture has been made under the supervision of
the Authorized Officer signing such Officer’s Certificate; and


 


(ii) to the
best of such Authorized Officer’s knowledge, based on such review, the Issuer has complied with all conditions and covenants
under this Indenture throughout such year or, if there has been a default in the compliance of any such condition or covenant,
specifying each such default known to such Authorized Officer and the nature and status thereof.


 


SECTION 3.10. Negative
Covenants. So long as any Notes are Outstanding, the Issuer shall not:


 


(a) sell,
transfer, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the Collateral,
except as expressly permitted by this Indenture, any Indenture Supplement, or any other Issuer Document;


 


(b) claim
any credit on, or make any deduction from the principal or interest payable in respect of, the Notes (other than amounts properly
withheld from such payments under the Code or applicable State law) or assert any claim against any present or former Noteholder
by reason of the payment of the taxes levied or assessed upon any part of the Collateral;


 


(c) engage
in any business or activity other than in connection with, or relating to, the financing, purchasing, owning, selling and servicing
of, the Transferred Receivables and the interests in the property constituting the Collateral, the issuance of the Notes, and the
specific transactions contemplated by the Issuer Documents and activities incidental thereto;


 


(d) issue,
incur, assume, or allow to remain outstanding any indebtedness, or guaranty any indebtedness or otherwise become liable, directly
or indirectly for any indebtedness of any Person, other than the Notes, except as contemplated by this Indenture and the other
Issuer Documents;


 




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(e) (i) seek
dissolution or liquidation or wind up its affairs in whole or in part, or reorganize its business or affairs, or (ii) amend the
Trust Agreement in a manner that would be adverse in any material respect to the Noteholders;


 


(f) (i) permit
the validity or effectiveness of this Indenture to be impaired, or permit the Lien of this Indenture to be amended, hypothecated,
subordinated, impaired, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect
to the Notes under this Indenture, except as may be expressly permitted hereby, (ii) permit any Lien to be created on or extend
to or otherwise arise upon or burden the Collateral or any part thereof or any interest therein or the proceeds thereof or (iii)
permit the Lien of this Indenture not to constitute a valid first priority (other than with respect to any tax lien, mechanics’
lien or other lien not considered a Lien) “security interest” (as such term is defined in Section 1-201 of Article
1 of the UCC) in the Collateral;


 


(g) make
any loan or advance to any Affiliate of the Issuer or to any other Person;


 


(h) make
any expenditure (by long-term or operating lease or otherwise) for capital assets (either realty or personalty);


 


(i) directly
or indirectly: (i) pay any dividend or make any distribution (by reduction of capital or otherwise), whether in cash, property,
securities or a combination thereof, with respect to any ownership or equity interest or security in or of the Issuer, (ii) redeem,
purchase, retire or otherwise acquire for value any such ownership or equity interest or security or (iii) set aside or otherwise
segregate any amounts for any such purpose or (iv) make payments to or from the Collection Account, in each case, except in accordance
with this Indenture and the Related Documents;


 


(j) consolidate
or merge with or into any other Person or (unless expressly permitted by this Indenture, the Second Tier Agreement, the Servicing
Agreement or an Indenture Supplement) convey or transfer any of its properties or assets or its business, including those included
in the Collateral, to any Person unless:


 


(i) such Person
shall be a United States citizen or a Person organized and existing under the laws of the United States of America or any State,


 


(ii) such Person
shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory
to the Indenture Trustee, the due and punctual payment of the principal of and interest on all Notes and the performance or observance
of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein,


 


(iii) immediately
after giving effect to such transaction, no Event of Default shall have occurred and be continuing;


 




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(iv) the Rating
Agency Condition shall have been satisfied with respect to such transaction;


 


(v) the Issuer
shall have received a Tax Opinion (and shall have delivered copies thereof to the Indenture Trustee);


 


(vi) such Person
is not required to be registered as an “investment company” under the Investment Company Act;


 


(vii) in the
case of a sale of the Issuer’s business, such Person expressly agrees by an indenture supplement hereto that (A) all right,
title and interest so conveyed or transferred by the Issuer will be subject and subordinate to the rights of the Noteholders, (B)
such Person will make all filings with the Commission required by the Securities Exchange Act in connection with the Notes and
(c) such Person expressly agrees to indemnify the Indenture Trustee for any loss, liability or expense arising under the Indenture
and the Notes;


 


(viii) any
action that is necessary to maintain the Lien created by this Indenture and the priority thereof shall have been taken; and


 


(ix) the Issuer
shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such consolidation
or merger or such conveyance or transfer, as the case may be, and such supplemental indenture comply with this Section and that
all conditions precedent herein provided for relating to such transaction have been complied with (including any filing, if any,
required by the Securities Exchange Act) and the supplemental indenture is duly authorized, executed and delivered and is enforceable
subject to applicable bankruptcy, insolvency, moratorium or other similar laws, now or hereafter in effect, relating to or affecting
the rights of creditors generally and subject to legal and equitable limitations on the enforcement of specified remedies;


 


(k) amend
the Second Tier Agreement or the Servicing Agreement or consent to any amendment pursuant to Section 6.3(g) of the Second Tier
Agreement unless (A) (I) the amendment (x) is being entered into to cure any ambiguity or correct or supplement any provision of
or to add any provisions concerning matters or questions raised under the Second Tier Agreement, the Servicing Agreement or the
First Tier Agreement and (y) does not materially adversely affect the interest of the Noteholders, and (II) the Transferor has
delivered an Officer’s Certificate to the Issuer certifying the amendment will not result in an Adverse Effect, or (B) the
Rating Agency Condition is satisfied, or (C) the Issuer obtains the consent of Noteholders representing more than sixty-six and
two-thirds percent (662⁄3%) of Outstanding Principal Balance of each Series affected by the amendment for which the Transferor
has not delivered an Officer’s Certificate required under clause (A). Notwithstanding the foregoing, the Issuer will
not enter into any amendment of the Second Tier Agreement or the Servicing Agreement or consent to any amendment pursuant to Section
6.3(g) of the Second Tier Agreement (A) if the amendment (i) reduces the amount of, or delays the timing of distributions to the
Noteholders of any Series (provided, however, changes in Early Amortization Events or Events of Default that decrease the likelihood
of the occurrence of those events will not be considered reductions in the amount of or delays in the timing of distributions or
deposits of amounts to be distributed or the amount available under any Enhancement Agreement), in each case without the consent
of each affected Noteholder, (ii) changes the manner of calculating the interest of any Noteholder without the consent of each
affected Noteholder or (iii) would reasonably be expected to adversely affect the ratings of any Series or Class then maintained
by any Rating Agency, without the consent of the Noteholders representing more than sixty-six and two-thirds percent (662⁄3%)
of the Outstanding Principal Balance of each affected Series or Class and (B) without providing notice to the Rating Agencies as
to such amendment;


 




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(l) consent
to the removal of Accounts or the reassignment of Transferred Receivables pursuant to Section 2.7 of the Second Tier Agreement
(other than a removal of Inactive Accounts, Ineligible Accounts or Accounts reassigned pursuant to Section 6.1(c) of the Second
Tier Agreement and the reassignment of the related Transferred Receivables or any Transferred Receivable reassigned pursuant to
Section 2.7(b) or 2.7(e) of the Second Tier Agreement) unless it has (A) notified the Rating Agencies of any such removal
and (B) received an Officer’s Certificate dated as of the date of removal from the Transferor to the effect that the Transferor
reasonably believes that (i) such removal or reassignment, as applicable, will not, based on the facts known to such officer
at the time of such certification, then or thereafter cause an Early Amortization Event to occur with respect to any Series of
Notes, (ii) in the case of any removal or reassignment, as applicable, other than an Involuntary Removal, no selection procedure
believed by Transferor to be materially adverse to the interest of the Issuer or any of its creditors has been used in selecting
the Removed Accounts, (iii) except in the case of an Involuntary Removal, after giving effect to such removal or reassignment,
as applicable, (x) the Free Equity Amount (calculated on a pro forma basis by subtracting the Outstanding Balance of the reassigned
Receivables as of the Removal Cut-Off Date from the Free Equity Amount as of the end of the most recently ended Monthly Period)
shall not be less than the Minimum Free Equity Amount and (y) (A) the sum of (I) the Aggregate Principal Receivables (calculated
on a pro forma basis by subtracting the Outstanding Balance of the reassigned Receivables as of the Removal Cut-Off Date from the
Aggregate Principal Receivables as of the end of the most recently ended Monthly Period) and (II) the amount on deposit in the
Excess Funding Account at that time (exclusive of any investment earnings on such amount) shall not be less than (B) the Required
Principal Balance and (iv) in the case of an Involuntary Removal, either (x) the aggregate fair market value of the Transferred
Receivables as of the Removal Cut-Off Date is not less than the Outstanding Balance of such Receivables plus the amount of any
outstanding Non-Principal Receivables related thereto as of the Removal Cut-Off Date, or (y) (I) the Free Equity Amount after giving
effect to the repurchase (calculated on a pro forma basis by subtracting the Outstanding Balance of the repurchased Receivables
as of the Removal Cut-Off Date from the Free Equity Amount as of the end of the most recently ended Monthly Period) shall not be
less than the Minimum Free Equity Amount and (II) the sum of (A) the Aggregate Principal Receivables after giving effect to the
repurchase (calculated on a pro forma basis by subtracting the Outstanding Balance of the repurchased Receivables as of the Removal
Cut-Off Date from the Aggregate Principal Receivables as of the end of the most recently ended Monthly Period) and (B) the amount
on deposit in the Excess Funding Account at that time (exclusive of any investment earnings on such amount), shall not be less
than the Required Principal Balance;


 




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(m) provide
its consent for the specification of a maximum amount of Receivables specified in clause (x) of the parenthetical at the end of
clause (l) of the definition of “Eligible Receivable” in the Second Tier Agreement to exceed two percent (2%) of the
Combined Outstanding Principal Balances or such higher percentage as to which the Rating Agency Condition may have been satisfied),
and will not consent to the inclusion of any Receivable as specified in clause (y) of the parenthetical at the end of clause (l)
of the definition of “Eligible Receivable” in the Second Tier Agreement in the case of any other Receivable or Receivables,
unless the Rating Agencies rating any outstanding obligations secured by such Receivables have confirmed that the absence of a
first priority perfected security interest in such Receivable or Receivables will not result in a reduction or withdrawal of the
ratings of the outstanding obligations secured by such Receivables then rated by those Rating Agencies);


 


(n) consent
to any Account being designated as a Suspended Account if such action would in the determination of the Issuer result in an Adverse
Effect;


 


(o) consent
to any Additional Account being designated as a RAC Account pursuant to the Second Tier Agreement (a “RAC Account”)
unless the Rating Agency Condition shall have been satisfied in connection with the designation of such accounts as Additional
Accounts;


 


(p) provide
its consent for the specification of a maximum number of new Accounts (excluding RAC Accounts) to be designated as Additional Accounts
pursuant to Section 2.6(a)(i)(A) of the Second Tier Agreement, exceeding seven and one-half percent (7.5%) of the number of all
Accounts unless the Rating Agency Condition shall have been satisfied with respect to such designation;


 


(q) provide
its consent for the specification of a maximum number of new Accounts (excluding RAC Accounts) to be designated as Additional Accounts
pursuant to Section 2.6(a)(i)(B) of the Second Tier Agreement, exceeding fifteen percent (15%) of the number of all Accounts unless
the Rating Agency Condition shall have been satisfied with respect to such designation;


 


(r) provide
its consent for the specification of a maximum amount of Principal Receivables in new Accounts (excluding RAC Accounts) to be designated
as Additional Accounts pursuant to Section 2.6(a)(i)(C) of the Second Tier Agreement, measured in the case of a new Account as
of the effective date of such designation, exceeding seven and one-half percent (7.5%) of the Combined Outstanding Principal Balances
unless the Rating Agency Condition shall have been satisfied with respect to such designation;


 




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(s) provide
its consent for the specification of a maximum amount of Principal Receivables in new Accounts (excluding RAC Accounts) to be designated
as Additional Accounts pursuant to Section 2.6(a)(i)(D) of the Second Tier Agreement, measured in the case of a new Account as
of the effective date of such designation, exceeding fifteen percent (15%) of the Combined Outstanding Principal Balances unless
the Rating Agency Condition shall have been satisfied with respect to such designation;


 


(t) consent
to the designation of a Discount Factor greater than 0% for any Monthly Period if such designation would cause the Note Trust Principal
Balance to be less than the Required Principal Balance or the Free Equity Amount to be less than the minimum Free Equity Amount
as of the effective date of such designation;


 


(u) consent
to the designation of Additional Accounts (i) without regard to the limitations in Section 2.6(a)(i) of the Second Tier Agreement,
or (ii) if such Accounts are acquired by an Originator from another Person, unless, in each case, the Rating Agency Condition is
satisfied with respect to such designation;


 


(v) consent
to the conveyance of 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 agreements owned by Transferor or any of
its Affiliates and collections thereon unless the Rating Agency Condition is satisfied with respect to such designation; or


 


(w) consent
to any designation pursuant to Section 2.8 or 2.9 of the Second Tier Agreement unless the Rating Agency Condition shall been satisfied
in connection therewith.


 


SECTION 3.11.
Successor or Transferee.


 


(a) Upon
any consolidation or merger of the Issuer in accordance with Section 3.10(j), the Person formed by or surviving such
consolidation or merger (if other than the Issuer) shall succeed to, and be substituted for, and may exercise every right and power
of and have every obligation of, the Issuer under this Indenture with the same effect as if such Person had been named as the original
Issuer.


 


(b) Upon
a conveyance or transfer of all the assets and properties of the Issuer pursuant to Section 3.10(j), the Issuer will be
released from every covenant and agreement of this Indenture to be observed or performed on the part of the Issuer with respect
to the Notes immediately upon the delivery of written notice to the Indenture Trustee stating that the Issuer is to be so released.


 


SECTION 3.12.
Notice of Early Amortization Event and Events of Default.


 


(a) The Issuer
shall give the Indenture Trustee and the Rating Agencies written notice of each Early Amortization Event, each Event of Default
and each Servicer Default (and, in the case of a Servicer Default, shall specify in such notice the action, if any, the Issuer
is taking with respect to such Servicer Default), in each case within five (5) Business Days after an Authorized Officer of the
Issuer obtains actual knowledge of such Early Amortization Event, Event of Default or Servicer Default.


 




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(b) The Issuer
shall deliver to the Indenture Trustee, within five (5) Business Days after an Authorized Officer of the Issuer obtains actual
knowledge thereof, written notice in the form of an Officer’s Certificate of any event that, with the giving of notice or
the lapse of time or both, would become an Early Amortization Event or an Event of Default, its status and what action the Issuer
is taking or proposes to take with respect thereto.


 


SECTION 3.13.
Further Instruments and Acts. Upon request of the Indenture Trustee, the Issuer will execute and deliver such further instruments
and do such further acts as may be reasonably necessary to carry out more effectively the provisions of this Indenture.


 


SECTION 3.14.
Enforcement of Related Documents. The Issuer will enforce the obligations of the other parties to the Issuer Documents.


 


SECTION 3.15.
Notices to Rating Agencies. The Issuer shall:


 


(a) notify
each Rating Agency promptly following any amendment to the Trust Agreement, the First Tier Agreement and the Second Tier Agreement,


 


(b) notify
each Rating Agency of any consolidation or merger of Transferor or any Originator into any other Person or the conveyance or transfer
of the Transferor’s or any Originator’s business substantially as an entirety, or the Transferor’s or any Originator’s
assets substantially as an entirety, to any Person promptly upon receipt of notice thereof,


 


(c) notify
each Rating Agency of any notice delivered by the Indenture Trustee in accordance with the terms set forth in Section 6.1(d)
or Section 6.5 promptly upon receipt thereof,


 


(d) notify
Fitch, Moody’s and S&P of any notice delivered by the Indenture Trustee in accordance with the terms set forth in Section
6.9 promptly upon receipt thereof, and


 


(e) provide
prior written notice to each Rating Agency of the appointment of any Successor Master Servicer pursuant to Section 6.2 of
the Servicing Agreement.


 


SECTION 3.16. Notice
to Indenture Trustee.


 


(a) The Issuer
shall provide written notice to the Indenture Trustee of any initial designation, increase or reduction of the Discount Factor
for any Monthly Period by not later than the Transfer Date following the end of such Monthly Period and such initial designation,
increase, reduction or elimination shall become effective for such Monthly Period as of the first day of such Monthly Period.


 


(b) The Issuer
shall provide notice to the Indenture Trustee of the occurrence of a Bankruptcy Event with respect to any Originator or the Transferor
promptly upon receipt of notice thereof.


 




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(c) The Issuer
shall provide the initial Account Schedule pursuant to Schedule I of the First Tier Agreement and the Second Tier Agreement
to the Indenture Trustee.


 


(d) The Issuer
shall provide prior written notice of the appointment of any Successor Master Servicer pursuant to Section 6.2 of the Servicing
Agreement to the Indenture Trustee.


 


SECTION 3.17. Additional
Receivables.


 


(a) If at
the end of any Monthly Period, the Free Equity Amount (calculated on a pro forma basis after giving effect to any payment of principal
on the Notes to occur on or prior to the following Payment Date and any deposits to be made to the Excess Funding Account by the
Issuer in accordance with the Indenture and each Indenture Supplement on or prior to the following Payment Date) is less than the
Minimum Free Equity Amount or the Note Trust Principal Balance is less than the Required Principal Balance (calculated on a pro
forma basis after giving effect to any payment of principal on the Notes to occur on or prior to the following Payment Date and
any adjustment in the numerator used to calculate the allocation percentages for Principal Collections with respect to any Series
in connection with a principal payment to be made on or prior to the following Payment Date), Issuer shall notify the Transferor
that Issuer is required to pledge additional Receivables in the amount described in clause (b) of this Section 3.17 to secure
the Notes in order to avoid an Early Amortization Event or other adverse event with respect to the Notes.


 


(b) The Issuer
shall notify the Transferor that 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 had been designated
prior to the end of the Monthly Period) would at least equal the Minimum Free Equity Amount and Required Principal Balance, respectively
(in each case calculated on a pro forma basis after giving effect to any payment of principal on the Notes and any deposits made
to the Excess Funding Account to occur on or prior to the following Payment Date and any adjustment in the numerator used to calculate
the allocation percentages for Principal Collections with respect to any Series in connection with a principal payment to be made
on or prior to the following Payment Date).


 


ARTICLE
IV

Satisfaction and Discharge


 


SECTION 4.1.
Satisfaction and Discharge of Indenture.


 


(a) This
Indenture shall cease to be of further effect except as to: (i) rights of registration of transfer and exchange, (ii) substitution
of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest
thereon, (iv) Section 3.2, (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the
rights of the Indenture Trustee under Section 6.7 and the obligations of the Indenture Trustee under Section 4.2)
and (vi) the rights of Noteholders as beneficiaries hereof with respect to the property deposited with the Indenture Trustee payable
to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments
acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when:


 




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(A) either:


 


(1)  all Notes
theretofore authenticated and delivered (other than: (i) Notes that have been destroyed, lost or stolen and that have been replaced
or paid as provided in Section 2.5 and (ii) Notes for whose payment funds have theretofore been deposited in trust or segregated
and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 6.16)
have been delivered to the Indenture Trustee for cancellation; or


 


(2)  all Notes
not theretofore delivered to the Indenture Trustee for cancellation:


 


(i)  have
become due and payable,


 


(ii)  will
become due and payable on the Series Maturity Date therefor within one year, or


 


(iii) are
to be called for redemption within one year under arrangements satisfactory to the Indenture Trustee for the giving of notice of
redemption by the Indenture Trustee on behalf, and at the expense, of the Issuer;


 


and the Issuer, in the case of
clause (2)(i), (ii) or (iii), has irrevocably deposited or caused to be irrevocably deposited with the Indenture
Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the
date such amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness
on such Notes not theretofore delivered to the Indenture Trustee for cancellation when due to the Series Maturity Date for such
Class or Series of Notes or the Redemption Date (if Notes shall have been called for redemption pursuant to the related Indenture
Supplement), as the case may be;


 


(B)  the
Issuer has paid or caused to be paid all other sums payable hereunder by the Issuer; and


 


(C)  the
Issuer has delivered to the Indenture Trustee an Officer’s Certificate, an Opinion of Counsel and (if required by the TIA
or the Indenture Trustee) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements
of Section 10.1(a) and, subject to Section 10.2, each stating that all conditions precedent herein provided for relating
to the satisfaction and discharge of this Indenture have been met.


 




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At such time,
the Indenture Trustee shall deliver to the Issuer or, upon an Issuer Order, its assignee, all cash, securities and other property
held by it as part of the Collateral other than funds deposited with the Indenture Trustee pursuant to Section 4.1(a)(A)(2)
for the payment and discharge of the Notes.


 


(b) Notwithstanding
the satisfaction and discharge of this Indenture, the obligations of the Issuer to the Indenture Trustee under Section 6.7,
and if funds shall have been deposited with the Indenture Trustee pursuant to Section 4.1(a)(A)(2), the obligations of the
Indenture Trustee under Sections 4.2 and 6.7 (in its capacity as Paying Agent) shall survive.


 


SECTION 4.2. Application
of Trust Funds. All funds deposited with the Indenture Trustee pursuant to Section 4.1 shall be held in trust and
applied by it, in accordance with the provisions of the Notes, this Indenture and the applicable Indenture Supplement, to the payment,
either directly or through any Paying Agent, as the Indenture Trustee may determine, to the Noteholders of the particular Notes
for the payment or redemption of which such funds have been deposited with the Indenture Trustee, of all sums due and to become
due thereon for principal and interest; but such funds need not be segregated from other funds except to the extent required herein
or as required by law.


 


ARTICLE
V

TRUST EARLY AMORTIZATION EVENTS, EVENTS OF DEFAULTS AND 

REMEDIES


 


SECTION 5.1. Trust
Early Amortization Events. If any one of the following events (each, a “Trust Early Amortization Event”)
shall occur:


 


(a) the occurrence
of an Insolvency Event with respect to a Material Originator or the Transferor;


 


(b) a Material
Originator shall become unable for any reason to transfer Receivables to the Transferor pursuant to the First Tier Agreement or
the Transferor shall become unable for any reason to transfer Receivables to the Issuer pursuant to the Second Tier Agreement;
or


 


(c) the Issuer
shall be required to register as an “investment company” within the meaning of the Investment Company Act;


 


then an Early Amortization Event with respect to all Series
of Notes shall occur without any notice or other action on the part of the Indenture Trustee or the Noteholders immediately upon
the occurrence of such event.


 


Upon the occurrence
of an Early Amortization Event, payment on the Notes of each Series will be made in accordance with the terms of the related Indenture
Supplement.


 




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SECTION 5.2. Events
of Default. “Event of Default,” wherever used herein, means, with respect to any Series, any one of the
following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected
by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative
or Governmental Authority):


 


(a) default
in the payment of any interest on any Note of that Series when the same becomes due and payable, and such default shall continue
for a period of thirty-five (35) days;


 


(b) default
in the payment of the principal of any Note of that Series, if and to the extent not previously paid, when the same becomes due
and payable on its Series Maturity Date;


 


(c) default
in the observance or performance of any covenant or agreement of the Issuer made in this Indenture in respect of the Notes of such
Series (other than a covenant or agreement a default in the observance or performance of which is elsewhere in this Section specifically
dealt with) (all such covenants and agreements in the Indenture which are not expressly stated to be for the benefit of a particular
Series being deemed to be in respect of the Notes of all Series for this purpose) and (i) such default shall continue or not be
cured for a period of sixty (60) days after there shall have been given, by registered or certified mail, to the Issuer by the
Indenture Trustee or to the Issuer and the Indenture Trustee by the Noteholders of at least twenty-five percent (25%) of the Outstanding
Principal Balance of the Notes of such Series, a written notice specifying such default and requiring it to be remedied and stating
that such notice is a “Notice of Default” hereunder, and (ii) as a result of such default, the interests of
such Noteholders are materially and adversely affected and continue to be materially and adversely affected during such sixty (60)
day period;


 


(d) the occurrence
of an Insolvency Event with respect to the Issuer; or


 


(e) any additional
events specified as Events of Default in the Indenture Supplement related to such Series.


 


SECTION 5.3. Acceleration
of Maturity and Annulment; Remedies.


 


(a) If an
Event of Default shall have occurred and be continuing with respect to any Series, and the Notes of such Series have been accelerated
pursuant to Section 5.3(b) or Section 5.3(c), the Indenture Trustee may do one or more of the following:


 


(i) institute
Proceedings in its own name and as trustee of an express trust for the collection of all amounts then payable on the Notes of the
affected Series or under this Indenture with respect thereto, whether by declaration or otherwise, enforce any judgment obtained,
and collect from the Issuer and any other obligor upon such Notes moneys adjudged due;


 


(ii) take any
other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee and the Noteholders of the affected
Series;


 




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(iii) cause
the Issuer to sell randomly selected Receivables (or interests therein) in an amount equal to the Collateral Amount of the accelerated
Series in accordance with Section 5.16;


 


provided, however,
that the Indenture Trustee may not exercise the remedy described in subparagraph (iii) above unless (A) (1) the Noteholders representing
one hundred percent (100%) of the Outstanding Principal Balance of the Notes of the affected Series consent in writing thereto,
(2) the Indenture Trustee determines that any proceeds of such exercise distributable to the Noteholders of the affected Series
are sufficient to discharge in full all amounts then due and unpaid upon the Notes for principal and interest and is directed to
exercise this remedy by Noteholders representing more than fifty percent (50%) of the Outstanding Principal Balance of the Notes
of such Series, or (3) the Indenture Trustee determines that the Collateral may not continue to provide sufficient funds for the
payment of principal of and interest on the Notes as they would have become due if the Notes had not been declared due and payable,
and the Indenture Trustee obtains the consent of the Noteholders representing at least sixty-six and two-thirds percent (662⁄3%)
of the Outstanding Principal Balance of the Notes of each Class of such Series for such sale of Receivables (or interests therein)
and (B) the Indenture Trustee has been provided with an Opinion of Counsel to the effect that the exercise of such remedy complies
with applicable federal and state securities laws. In determining such sufficiency or insufficiency with respect to clauses
(A)(2) and (A)(3), the Indenture Trustee may, but need not, obtain and conclusively rely upon an opinion of an Independent
investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency
of the Collateral for such purpose.


 


(b) If an
Event of Default described in paragraph (a), (b) or (c) of Section 5.2 should occur and be continuing
with respect to a Series, then the Indenture Trustee or the Noteholders representing not less than a majority of the Outstanding
Principal Balance of the Notes of such Series may declare all the Notes of such Series to be immediately due and payable, by a
notice in writing to the Issuer, and upon any such declaration the Outstanding Principal Balance of such Notes, together with accrued
and unpaid interest thereon through the date of acceleration, shall become immediately due and payable;


 


(c) If an
Event of Default described in paragraph (d) of Section 5.2 should occur and be continuing, then the unpaid principal
of the Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall automatically become due
and payable.


 


(d) At any
time after a declaration of acceleration of maturity of an affected Series has been made and before a judgment or decree for payment
of the amount due has been obtained by the Indenture Trustee as hereinafter in this Article V provided, the Noteholders
of Notes representing not less than a majority of the Outstanding Principal Balance of such Series, by written notice to the Issuer
and the Indenture Trustee may rescind and annul such declaration and its consequences if:


 


(i) the Issuer
has paid or deposited with the Indenture Trustee a sum sufficient to pay:


 




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(A) all payments
of principal of and interest on all Notes of such Series and all other amounts that would then be due hereunder or upon such Notes
if the Event of Default giving rise to such acceleration had not occurred; and


 


(B) all sums
paid or advanced by the Indenture Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the
Indenture Trustee and its agents and counsel, and all other amounts due to the Indenture Trustee pursuant to Section 6.7;
and


 


(ii) all Events
of Default in respect of such Series, other than the nonpayment of the principal or interest of the Notes that have become due
solely by such acceleration, have been cured or waived as provided in Section 5.11.


 


No such rescission
shall affect any subsequent Event of Default or impair any right consequent thereto.


 


(e) If the
Indenture Trustee collects any money or property pursuant to this Article V following the acceleration of the Notes of the
affected Series pursuant to this Section 5.3 (so long as such a declaration shall not have been rescinded or annulled),
it shall pay out the money or property in the following order:


 


		FIRST:	to the Indenture Trustee, the
                                         Note Registrar, the Paying Agent and the Authenticating Agent for amounts due pursuant
                                         to Section 6.7 and to the Trustee for amounts due pursuant to Article VII
                                         of the Trust Agreement; and



 


		SECOND:	unless otherwise specified in the related Indenture Supplement, for application and payment in
accordance with the related Indenture Supplement with such amounts being deemed to be Principal Collections and Non-Principal Collections
in the same proportion as (x) the Outstanding Principal Balance of the Notes bears to (y) the sum of the accrued and unpaid interest
on the Notes and other fees and expenses payable in connection therewith under the applicable Indenture Supplement, including the
amounts payable under any Series Enhancements with respect to such Series.



 


(f) The Indenture
Trustee may, upon notification to the Issuer, fix a record date and payment date for any payment to Noteholders of the affected
Series pursuant to this Section. At least fifteen (15) days before such record date, the Indenture Trustee shall mail or send by
facsimile, at the expense of the Issuer, to each such Noteholder a notice that states the record date, the payment date and the
amount to be paid.


 




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(g) In addition
to the application of money or property referred to in Section 5.16 for an accelerated Series, amounts then held in the
Collection Account, Excess Funding Account or any Series Accounts for such Series and any amounts available under the Series Enhancement
for such Series shall be used to make payments to the Noteholders of such Series and the Series Enhancement Provider for such Series
in accordance with the terms of this Indenture, the related Indenture Supplement and the Series Enhancement for such Series. Following
the sale of any Principal Receivables and related Non-Principal Receivables pursuant to Section 5.16 (or interests therein)
for a Series and the application of the proceeds of such sale to such Series and the application of the amounts then held in the
Collection Account, the Excess Funding Account and any Series Accounts for such Series as are allocated to such Series and any
amounts available under the Series Enhancement for such Series, such Series shall no longer be entitled to any allocation of Collections
or other property constituting the Collateral under this Indenture.


 


(h) Each
of the Indenture Trustee and each Noteholder by its acceptance of a Note covenants that: (i) it will not directly or indirectly
institute or cause to be instituted against the Issuer any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding
or other proceeding under any Federal or state bankruptcy law unless Noteholders of not less than sixty-six and two-thirds percent
(662⁄3%) of the Outstanding Principal Amount of each Class of each Series have approved such filing; and (ii) it will not directly
or indirectly institute or cause to be instituted against the Transferor any bankruptcy, reorganization, arrangement, insolvency
or liquidation proceeding or other proceeding under any Federal or state bankruptcy law in any instance; provided, that
the foregoing shall not in anyway limit a Noteholder’s rights to pursue any other creditor rights or remedies that such Noteholder
may have for claims against the Issuer.


 


(i) The remedies
provided in this Section are the exclusive remedies provided to the Noteholders with respect to the Collateral and each of the
Noteholders (by their acceptance of their respective interests in the Notes) and the Indenture Trustee hereby expressly waive any
other remedy that might have been available under the applicable UCC.


 


SECTION 5.4. Collection
of Indebtedness and Suits for Enforcement by the Indenture Trustee.


 


(a) In case
(i) there shall be pending, relative to the Issuer or any Person having or claiming an ownership interest in the Collateral, Proceedings
under any Debtor Relief Law, or (ii) a receiver, assignee, trustee in bankruptcy or reorganization, liquidator, sequestrator or
similar official shall have been appointed for or taken possession of the Issuer or its property or such other Person, or (iii)
of any other comparable judicial Proceedings relative to the Issuer, or to the creditors or property of the Issuer, then the Indenture
Trustee (irrespective of whether the principal of any Notes shall then be due and payable as therein expressed or by declaration
or otherwise and irrespective of whether the Indenture Trustee shall have made any demand pursuant to this Section), shall
be entitled and empowered to, and at the written direction of the requisite Noteholders pursuant to Section 5.10 shall,
by intervention in such Proceedings or otherwise:


 




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(A) file and
prove a claim or claims for the whole amount of principal and interest owing and unpaid in respect of the Notes of such Series
and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee
(including any claim for reasonable compensation to the Indenture Trustee and each predecessor the Indenture Trustee, and their
respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made,
by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence, willful misconduct or bad faith,
and all other amounts due to the Indenture Trustee pursuant to Section 6.7) and of the Noteholders of such Series allowed
in such Proceedings;


 


(B) participate
as a member, voting or otherwise, of any official committee of creditors appointed in any such matter.


 


(C) unless
prohibited by applicable law or regulations, vote on behalf of the Noteholders of such Series in any election of a trustee, a standby
trustee or any Person performing similar functions in any such Proceedings;


 


(D) collect
and receive any amounts or other property payable or deliverable on any such claims and to distribute all amounts received with
respect to the claims of the Noteholders of such Series and of the Indenture Trustee on their behalf; and


 


(E) file such
proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee
or the Noteholders of such Series allowed in any judicial Proceedings relative to the Issuer, its creditors and its property;


 


and any trustee, receiver, liquidator,
assignee, custodian, sequestrator or other similar official in any such Proceeding is hereby authorized by each of such Noteholders
to make payments to the Indenture Trustee, and, in the event that the Indenture Trustee shall consent to the making of payments
directly to such Noteholders, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation
to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and all other
expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee except
as a result of negligence, willful misconduct or bad faith, and all other amounts due to the Indenture Trustee pursuant to Section
6.7.


 


(b) Nothing
herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on
behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of
any Noteholder thereof or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder in any such proceeding
except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar Person.


 




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(c) All rights
of action and of asserting claims under this Indenture, or under any of the Notes, may be enforced by the Indenture Trustee without
the possession of any of the Notes or the production thereof in any trial or other Proceedings relative thereto, and any such action
or Proceedings instituted by the Indenture Trustee shall be brought in its own name and as trustee of an express trust, and any
recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor
Indenture Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Noteholders of the affected
Series as provided herein.


 


(d) In any
Proceedings brought by the Indenture Trustee (and also any Proceedings to which the Indenture Trustee is a party involving the
interpretation of any provision of this Indenture), the Indenture Trustee shall be held to represent all the Noteholders of the
affected Series, and it shall not be necessary to make any such Noteholder a party to any such Proceedings.


 


SECTION 5.5. Limitation
of Suits. No Noteholder shall have any right to institute any Proceeding, with respect to this Indenture or any Indenture Supplement,
or for the appointment of a receiver or trustee, or for any other remedy hereunder or thereunder, unless:


 


(i) such Noteholder
has previously given written notice to the Indenture Trustee of a continuing Event of Default;


 


(ii) the Noteholder(s)
of not less than twenty-five percent (25%) of the Outstanding Principal Balance of the Notes of each affected Series have made
written request to the Indenture Trustee to institute such Proceeding in its own name as the Indenture Trustee hereunder;


 


(iii) such
Noteholder or Noteholders has offered to the Indenture Trustee indemnity satisfactory to it against the costs, expenses and liabilities
to be incurred in complying with such request;


 


(iv) the Indenture
Trustee for sixty (60) days after its receipt of such request and offer of indemnity has failed to institute such Proceeding; and


 


(v) no direction
inconsistent with such written request has been given to the Indenture Trustee during such sixty (60) day period by the Noteholders
of more than fifty percent (50%) of the Outstanding Principal Balance of the Notes of each affected Series;


 


it being understood and intended that no
one or more Noteholder(s) of the affected Series shall have any right in any manner whatever by virtue of, or by availing of, any
provision of this Indenture to affect, disturb or prejudice the rights of any other Noteholder of such Series or to obtain or to
seek to obtain priority or preference over any other Noteholder(s) of such Series or to enforce any right under this Indenture,
except in the manner herein provided and for the equal and ratable benefit of all the other Noteholders of the same Series. Nothing
in this Section 5.5 shall be construed as limiting the rights of otherwise qualified Noteholders to petition a court for
the removal of an Indenture Trustee pursuant to Section 6.8.


 




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In the event the Indenture
Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Noteholders of an affected
Series, each representing less than fifty percent (50%) of the Outstanding Principal Balance of the Notes of such Series, the Indenture
Trustee in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provisions of this
Indenture.


 


SECTION 5.6. Unconditional
Rights of Noteholders to Receive Principal and Interest. Notwithstanding any other provisions in this Indenture, each Noteholder
shall have the right, which is absolute and unconditional, to receive payment of the principal of and interest, if any, on such
Note on or after the respective due dates thereof expressed in such Note or in the applicable Indenture Supplement (or, in the
case of redemption, on or after the applicable Redemption Date) and to institute suit for the enforcement of any such payment,
and such right shall not be impaired without the consent of such Noteholder.


 


SECTION 5.7. Restoration
of Rights and Remedies. If the Indenture Trustee or any Noteholder has instituted any Proceeding to enforce any right or remedy
under this Indenture and such Proceeding has been discontinued or abandoned for any reason or has been determined adversely to
the Indenture Trustee or to such Noteholder, then and in every such case the Issuer, the Indenture Trustee and the Noteholders
shall, subject to any determination in such Proceeding, be restored severally and respectively to their former positions hereunder,
and thereafter all rights and remedies of the Indenture Trustee and the Noteholders shall continue as though no such Proceeding
had been instituted.


 


SECTION 5.8. Rights
and Remedies Cumulative. Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed,
lost, or stolen Notes in Section 2.5(d) and as provided in Section 5.3(i), no right or remedy herein conferred
upon or reserved to the Indenture Trustee or to the Noteholders is intended to be exclusive of any other right or remedy, and
every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given
hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder,
or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.


 


SECTION 5.9. Delay
or Omission Not a Waiver. No delay or omission of the Indenture Trustee or any Noteholder to exercise any right or remedy accruing
upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence
therein. Every right and remedy given by this Article V or by law to the Indenture Trustee or to the Noteholders may be
exercised from time to time, and as often as may be deemed expedient, by the Indenture Trustee or by the Noteholders, as the case
may be.


 


SECTION 5.10. Control
by Noteholders. Upon the occurrence and continuation of an Event of Default, except as otherwise expressly provided in this
Indenture or any Indenture Supplement, the Noteholders of not less than a majority of the Outstanding Principal Balance of the
Notes of any affected Series shall have the right to direct the time, method and place of conducting any Proceeding for any remedy
available to the Indenture Trustee with respect to such Series; provided, that such direction shall not be in conflict with
any rule of law or with this Indenture; provided, further, that, subject to Section 6.1, the Indenture
Trustee need not take any action that it determines might subject it to liability for which it is not indemnified to its satisfaction
or might materially adversely affect the rights of any Noteholder(s) of an affected Series not consenting to such action. The Indenture
Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction.


 




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SECTION 5.11. Waiver
of Past Defaults. Prior to the acceleration of the maturity of any Series of Notes pursuant to Section 5.3, and subject
to Section 5.3(b), the Noteholders of not less than a majority of the Outstanding Principal Balance of the Notes of the
affected Series (or with respect to any Series with two or more Classes, each Class) may waive any past Event of Default with respect
to such Series and its consequences except an Event of Default: (a) in payment of principal of or interest on any of the Notes
of such Series or (b) in respect of a covenant or provision hereof that cannot be modified or amended without the consent of each
Noteholder of such Series. In the case of any such waiver, the Issuer, the Indenture Trustee and the Noteholders of the affected
Series shall be restored to their former positions and rights hereunder, respectively.


 


Upon any such waiver,
such Event of Default shall cease to exist and be deemed to have been cured and not to have occurred, and any Event of Default
arising therefrom shall be deemed to have been cured and not to have occurred, for every purpose of this Indenture; but no such
waiver shall extend to any subsequent or other Event of Default or impair any right consequent thereto.


 


SECTION 5.12. Undertaking
for Costs. All parties to this Indenture agree (and each Noteholder by such Noteholder’s acceptance thereof shall be
deemed to have agreed) that any court may in its discretion require, in any suit for the enforcement of any right or remedy under
this Indenture, or in any suit against the Indenture Trustee for any action taken, suffered or omitted by it as the Indenture Trustee,
the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion
assess reasonable costs, including reasonable attorney’s fees, against any party litigant in such suit, having due regard
to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section shall not
apply to: (a) any suit instituted by the Indenture Trustee, (b) any suit instituted by any Noteholder(s) holding in the aggregate
more than ten percent (10%) of the Outstanding Principal Balance of the Notes of the affected Series or (c) any suit instituted
by any Noteholder for the enforcement of the payment of principal of or interest on any Note on or after the respective due dates
expressed in such Notes and the related Indenture Supplement (or, in the case of redemption, on or after the applicable Redemption
Date).


 


SECTION 5.13. Waiver
of Stay or Extension Laws. The Issuer covenants (to the extent that it may lawfully do so) that it will not at any time insist
upon, or plead or in any manner whatsoever, claim or take the benefit or advantage of, any stay or extension law wherever enacted,
now or at any time hereafter in force, that may adversely affect the covenants or the performance of this Indenture; and the Issuer
(to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that
it will not hinder, delay or impede the execution of any power herein granted to the Indenture Trustee, but will suffer and permit
the execution of every such power as though no such law had been enacted.


 




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SECTION 5.14. Action
on Notes. The Indenture Trustee’s right to seek and recover judgment on the Notes or under this Indenture shall not be
affected by the seeking, obtaining or application of any other relief under or with respect to this Indenture. Neither the Lien
created by this Indenture nor any rights or remedies of the Indenture Trustee or the Noteholders shall be impaired by the recovery
of any judgment by the Indenture Trustee against the Issuer or by the levy of any execution under such judgment upon any portion
of the Collateral. Any funds or other property collected by the Indenture Trustee shall be applied in accordance with the applicable
Indenture Supplement.


 


SECTION 5.15. Performance
and Enforcement of Certain Obligations. Promptly following a request from the Indenture Trustee to do so and at the Issuer’s
expense, the Issuer shall take all such lawful action to compel or secure the performance and observance by the Master Servicer
of its obligations to the Issuer under or in connection with the Servicing Agreement or by the Transferor of its obligations to
the Issuer under or in connection with the Transfer Agreement in accordance with the terms thereof, and to exercise any and all
rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Servicing Agreement (or
under or in connection with the Transfer Agreement), in each case to the extent and in the manner directed by the Indenture Trustee,
including the transmission of notices of default on the part of the Master Servicer or the Transferor thereunder and the institution
of legal or administrative actions or proceedings to compel or secure performance by the Master Servicer or the Transferor of each
of their obligations under the Servicing Agreement or the Transfer Agreement.


 


SECTION 5.16. Sale
of Collateral.


 


(a) The power
to effect any sale of any portion of the Collateral described pursuant to Section 5.3 shall not be exhausted by any
one or more sales as to any portion of the Collateral remaining unsold, but shall continue unimpaired until Collateral in an amount
up to the Collateral Amount of the affected Series shall have been sold or all amounts due to the Noteholders of the affected Series
under this Indenture and the applicable Indenture Supplement have been paid in full. The Indenture Trustee may from time to time,
upon directions in accordance with Section 5.10, postpone any public sale by public announcement made at the time and
place of such sale. For any public sale of Collateral, the Indenture Trustee shall have provided each Noteholder of the affected
Series with notice of such sale at least two (2) weeks in advance of such sale, which notice shall specify the date, time and location
of such sale.


 


(b) To the
extent permitted by applicable law, the Indenture Trustee shall not sell Collateral, or any portion thereof, to a third party in
any private sale unless:


 


(i) the Noteholders
of not less than sixty-six and two-thirds percent (662⁄3%) of the then Outstanding Principal Balance of the Notes of the affected
Series consent to or direct the Indenture Trustee in writing to make such sale; or


 


(ii) the proceeds
of such sale would be not less than the sum of all amounts due to the Noteholders of the affected Series under this Indenture and
the Indenture Supplement related to such Series.


 




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The foregoing
provisions shall not preclude or limit the ability of the Indenture Trustee to purchase all or any portion of the Collateral at
a private sale.


 


(c) In connection
with a sale of all or any portion of the Collateral:


 


(i) any one
or more Noteholders (other than the Transferor and its Affiliates) may bid for and purchase the property offered for sale, and
upon compliance with the terms of sale may hold, retain, and possess and dispose of such property, without further accountability,
and any Noteholder of the affected Series may, in paying the purchase price therefor, deliver in lieu of cash any Outstanding Notes
of such Series or claims for interest thereon for credit in the amount that shall, upon distribution of the net proceeds of such
sale, be payable thereon, and the Notes of the affected Series, in case the amounts so payable thereon shall be less than the amount
due thereon, shall be returned to the Noteholders of such Series after being appropriately stamped to show such partial payment;


 


(ii) the Indenture
Trustee is hereby irrevocably appointed the agent and attorney-in-fact of the Issuer to transfer and convey any portion of the
Collateral in connection with a sale thereof, and to take all action necessary to effect such sale;


 


(iii) the Indenture
Trustee shall execute and deliver an appropriate instrument of conveyance transferring, without representation, warranty or recourse,
any portion of the Collateral in connection with a sale thereof; and


 


(iv) no purchaser
or transferee at such a sale shall be bound to ascertain the Indenture Trustee’s authority, inquire into the satisfaction
of any conditions precedent or see to the application of any funds.


 


(d) The method,
manner, time, place and terms of any sale of all or any portion of the Collateral shall be commercially reasonable.


 


(e) The provisions
of this Section 5.16 shall not be construed to restrict the ability of the Indenture Trustee to exercise any rights and
powers against the Issuer or all or a portion of the Collateral that are vested in the Indenture Trustee by this Indenture, including
the power of the Indenture Trustee to proceed against the Collateral subject to the Lien of this Indenture and to institute judicial
proceedings for the collection of any deficiency remaining thereafter.


 


(f) The purchase
price received by the Indenture Trustee in respect of any sale made in accordance with this Section 5.16 shall be deemed
conclusive and binding on the parties hereto and the Noteholders and the proceeds of such sale shall be applied in accordance with
Section 8.4.


 




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ARTICLE
VI

THE INDENTURE TRUSTEE AND THE PAYING AGENT


 


SECTION 6.1. Duties
of the Indenture Trustee.


 


(a) If an
Event of Default has occurred and is continuing, the Indenture Trustee shall exercise the rights and powers vested in it by this
Indenture and use the same degree of care and skill in their exercise of such rights and powers as a prudent person would exercise
or use under the circumstances in the conduct of such person’s own affairs.


 


(b) Except
during the continuance of an Event of Default actually known to a Responsible Officer of the Indenture Trustee:


 


(i) the Indenture
Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants
or obligations shall be read into this Indenture against the Indenture Trustee; and


 


(ii) in the
absence of bad faith or negligence on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements
and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Indenture Trustee and conforming
to the requirements of this Indenture; provided, however, in the case of any such certificates or opinions that are
specifically required to be furnished to the Indenture Trustee pursuant to any provision of this Indenture or any Indenture Supplement,
the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements
of this Indenture or the applicable Indenture Supplement.


 


(c) If an
Event of Default has occurred and is continuing and a Responsible Officer of the Indenture Trustee shall have actual knowledge
of such Event of Default, the Indenture Trustee shall exercise such of the rights and powers vested in it by this Indenture, and
use the same degree of care and skill in the exercise of such rights and powers, as a prudent person would exercise or use under
the circumstances in the conduct of such Person’s own affairs.


 


(d) The Indenture
Trustee shall notify the Issuer (i) of any change in any rating of the Notes by any other Rating Agency of which a Responsible
Officer of the Indenture Trustee has actual knowledge, and (ii) promptly after the occurrence thereof, of any Event of Default
or Early Amortization Event of which a Responsible Officer of the Indenture Trustee has actual knowledge.


 


(e) No provision
of this Indenture shall be construed to relieve the Indenture Trustee from liability for its own negligent action, its own negligent
failure to act, or its own willful misconduct, except that:


 


(i) this clause
(e) does not limit the effect of clauses (b), (c) or (d) of this Section;


 




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(ii) the Indenture
Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Indenture Trustee unless
it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts;


 


(iii) the Indenture
Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received
by it pursuant to this Indenture;


 


(iv) the Indenture
Trustee shall not be charged with knowledge of an Event of Default, Early Amortization Event or Servicer Default unless a Responsible
Officer of the Indenture Trustee obtains actual knowledge of such event or the Indenture Trustee receives written notice of such
event from the Issuer or Note Owners beneficially owning Notes of the affected Series or all Series, as applicable, aggregating
not less than ten percent (10%) of the Outstanding Principal Balance of the Notes of the affected Series or all Series, as applicable;
and


 


(v) the Indenture
Trustee shall have no duty to monitor the performance of the Issuer or its agents, nor shall it have any liability in connection
with malfeasance or nonfeasance by the Issuer. The Indenture Trustee shall have no liability in connection with compliance of the
Issuer or its agents with statutory or regulatory requirements related to the Transferred Receivables. The Indenture Trustee shall
not make or be deemed to have made any representations or warranties with respect to the Transferred Receivables or the validity
or sufficiency of any grant of a security interest in the Receivables to the Indenture Trustee.


 


(f) The Indenture
Trustee shall not be liable for interest on any amounts received by it, except as the Indenture Trustee may agree in writing with
the Issuer.


 


(g) No provision
of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur financial liability in
the performance of any of its duties hereunder or in the exercise of any of its rights or powers if it reasonably believes that
repayments of such funds or adequate indemnity satisfactory to it against any loss, liability or expense is not reasonably assured
to it.


 


(h) Whether
or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or
affording protection to the Indenture Trustee shall be subject to this Section 6.1 and the TIA.


 


(i) The Indenture
Trustee:


 


(i) shall at
all times be a “participant” (as such term is defined in the Federal Book-Entry Regulations) in the Federal Reserve
System;


 


(ii) shall,
to the extent that any of the Trust Accounts is a Securities Account, comply with all of the obligations of a Securities Intermediary
under Article 8 of the UCC with respect thereto;


 




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(iii) agrees
that each item of property including cash received by it for deposit in or credit to a Trust Account, and each investment made
by it pursuant to Section 8.5 shall constitute and be treated by it as a Financial Asset; and


 


(iv) shall
not, except with respect to the Indenture Trustee as provided herein, consent to or permit anyone to have “control”
(as such term is defined in Section 8-106 of Article 8 of the UCC and Section 9-401 of Article 9 of the UCC) of any of the Trust
Accounts.


 


SECTION 6.2. Rights
of the Indenture Trustee.


 


(a) Subject
to the provisions of Section 6.1:


 


(i) the Indenture
Trustee may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate,
statement, instrument, opinion, report, notice, request, direction, consent, order, note, debenture, other evidence of indebtedness
or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or
parties;


 


(ii) any request
or direction or action of the Issuer mentioned herein shall be sufficiently evidenced by an Issuer Order;


 


(iii) whenever
in the administration of this Indenture the Indenture Trustee shall deem it desirable that a matter be proved or established prior
to taking, suffering or omitting any action hereunder, the Indenture Trustee (unless other evidence be herein specifically prescribed)
may, in the absence of bad faith on its part, conclusively rely upon an Officer’s Certificate;


 


(iv) the Indenture
Trustee may consult with counsel as to legal matters and the advice or opinion of any such counsel selected by the Indenture Trustee
with respect to legal matters relating to this Indenture and the Notes shall be full and complete authorization and protection
from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon;


 


(v) the Indenture
Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction
of any of the Noteholders pursuant to this Indenture, if: (A) the Indenture Trustee is advised by counsel that the action it is
directed to take is in conflict with applicable laws or the Indenture, (B) the Indenture Trustee determines in good faith that
the requested actions would be illegal or involve the Indenture Trustee in personal liability or be unjustly prejudicial to Noteholders
not making the request or direction or (C) the Indenture Trustee reasonably believes it will not be adequately indemnified against
the costs, expenses and liabilities which might be incurred by it in complying with that request;


 




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(vi) the Indenture
Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, note, debenture, other evidence of indebtedness, or other
paper or document, but the Indenture Trustee, in its discretion, may make such further inquiry or investigation into such facts
or matters as it may see fit, and, if the Indenture Trustee shall determine to make such further inquiry or investigation, it shall
be entitled to examine the books, records and premises of the Issuer, personally or by agent or attorney;


 


(vii) the Indenture
Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents,
attorneys, custodians or nominees and the Indenture Trustee shall be responsible for any misconduct or negligence on the part of
any agent, attorney, custodian or nominee appointed by it hereunder;


 


(viii) the
Indenture Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder;


 


(ix) the Indenture
Trustee shall not be bound to ascertain or inquire as to the performance or observance of any covenants, conditions or agreements
on the part of the Issuer;


 


(x) the permissive
rights of the Indenture Trustee to do things enumerated in this Indenture shall not be construed as a duty and the Indenture Trustee
shall not be answerable for other than its gross negligence or willful default;


 


(xi) the rights
and protections afforded to the Indenture Trustee pursuant to this Article VI shall also be afforded to the Paying Agent,
the Authenticating Agent and the Note Registrar; and


 


(xii) the Indenture
Trustee shall at no time have any responsibility or liability for or with respect to the legality, validity or enforceability of
any Collateral or any arrangement or agreement between the Issuer and any Person with respect thereto, or the perfection of any
security interest created in any of the Collateral or the maintenance of any such perfection and priority, or for or with respect
to the sufficiency of the Collateral following an Event of Default.


 


(b) The recitals
contained in the Agreement and in the Notes, except the Indenture Trustee’s certificates of authentication, shall be taken
as the statements of the Issuer, and the Indenture Trustee assumes no responsibility for their correctness. The Indenture Trustee
makes no representations as to the validity or sufficiency of the Agreement or the Notes, except to the extent provided by the
Indenture Trustee’s certificate of authentication on the Notes. The Indenture Trustee shall not be accountable for the use
or application by the Issuer of the proceeds of the Notes.


 


SECTION 6.3. Individual
Rights of the Indenture Trustee. Subject to compliance with subsection (a)(4)(i) of Rule 3a-7 of the Investment Company Act:
(a) the Indenture Trustee shall not, in its individual capacity, but may in a fiduciary capacity, become the owner of Notes or
otherwise extend credit to the Issuer; and (b) the Indenture Trustee may otherwise deal with the Issuer or its Affiliates with
the same rights it would have if it were not the Indenture Trustee. Any Paying Agent, Note Registrar, co-registrar or co-paying
agent may do the same with like rights. However, the Indenture Trustee must comply with Sections 6.11 and 6.13.


 




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SECTION 6.4. Funds
Held in Trust. Funds and investments and other property held by the Indenture Trustee or Paying Agent shall be held in trust
in one or more Trust Accounts hereunder, but need not be segregated from other funds except to the extent required by law.


 


SECTION 6.5. Notice
of Early Amortization Events or Events or Defaults. If any Early Amortization Event or Event of Default occurs and is continuing
and is known to a Responsible Officer of the Indenture Trustee, the Indenture Trustee shall mail to the affected Noteholders or
all Noteholders, as applicable, and the Issuer notice of such Early Amortization Event or Event of Default within thirty (30) days
after it occurs or within ten (10) Business Days after the Indenture Trustee receives notice or obtains actual notice, if later.
Except in the case of an Early Amortization Event or an Event of Default relating to the failure to pay principal or interest on
any Note (including payments pursuant to the mandatory redemption provisions of such Note), the Indenture Trustee may withhold
the notice if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in
the interests of Noteholders.


 


SECTION 6.6. Reports
by Indenture Trustee to the Noteholders. The Issuer shall deliver, or cause the Master Servicer to deliver, to each Noteholder
such information as may be required to enable such Noteholder to prepare its Federal, State and other income tax returns. To the
extent required in the Indenture Supplement for any Series, on or before the date prescribed by applicable law, the Indenture Trustee
shall mail to each Noteholder of a Note in such Series a brief report as of such date that complies with TIA § 313(a)
(if required by said section).


 


SECTION 6.7. Compensation
and Indemnity. The Issuer shall pay to the Indenture Trustee from time to time reasonable compensation for its services hereunder
as the Issuer and the Indenture Trustee may agree in writing (which compensation shall not be limited by any law on compensation
of a trustee of an express trust). The Issuer shall reimburse the Indenture Trustee upon its request, for all reasonable out-of-pocket
expenses incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses
shall include the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s agents, counsel,
accountants and experts. The Issuer shall indemnify the Indenture Trustee and its officers, directors, employees and agents against
any and all loss, liability or expense (including reasonable attorneys’ fees and expenses) incurred by them to the extent
related to or arising out of the administration of this Indenture and the performance of its duties hereunder, including the costs
and expenses of enforcing this Indenture against the Issuer (including this Section 6.7) and defending itself against or
investigating any claims (whether asserted by the Issuer, any Noteholder or any other Person). The Indenture Trustee shall notify
the Issuer promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer shall
not relieve the Issuer of its obligations hereunder. The Issuer shall defend the claim and the Indenture Trustee may have separate
counsel and the Issuer shall pay the fees and expenses of such counsel. The Issuer need not reimburse any expense or indemnify
against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s own willful misconduct,
negligence or bad faith.


 




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The Issuer’s
payment obligations to the Indenture Trustee pursuant to this Section shall survive the discharge of this Indenture. When the Indenture
Trustee incurs expenses after the occurrence of an Event of Default specified in Section 5.2(c) or Section 5.2(d),
the expenses are intended to constitute expenses of administration under any Debtor Relief Law.


 


SECTION 6.8. Resignation
and Removal; Appointment of Successor. No resignation or removal of the Indenture Trustee and no appointment of a successor
Indenture Trustee shall become effective until the acceptance of appointment by the successor Indenture Trustee pursuant to this
Section. The Indenture Trustee may resign at any time by giving thirty (30) days written notice to the Issuer. The Noteholders
of not less than sixty-six and two-thirds percent (662⁄3%) of the Outstanding Principal Balance of the Notes for all Series
may remove the Indenture Trustee by so notifying the Indenture Trustee in writing and may appoint a successor Indenture Trustee.
The Issuer shall remove the Indenture Trustee if:


 


(i) the Indenture
Trustee fails to comply with Section 6.11;


 


(ii) the Indenture
Trustee is adjudged a bankrupt or insolvent;


 


(iii) a receiver
or other public officer takes charge of the Indenture Trustee or its property; or


 


(iv) the Indenture
Trustee otherwise becomes incapable of acting.


 


If the Indenture Trustee
resigns or is removed or if a vacancy exists in the office of the Indenture Trustee for any reason (the Indenture Trustee in such
event being referred to herein as the retiring Indenture Trustee), the Issuer shall promptly appoint a successor Indenture Trustee.


 


A successor Indenture
Trustee shall deliver a written acceptance of its appointment to the retiring Indenture Trustee and to the Issuer. Thereupon the
resignation or removal of the retiring Indenture Trustee shall become effective, and the successor Indenture Trustee shall have
all the rights, powers and duties of the Indenture Trustee under this Indenture. The successor Indenture Trustee shall mail a notice
of its succession to Noteholders. The retiring Indenture Trustee shall promptly transfer all property held by it as the Indenture
Trustee to the successor Indenture Trustee.


 


If a successor Indenture
Trustee does not take office within sixty (60) days after the retiring Indenture Trustee resigns or is removed, the retiring Indenture
Trustee, the Issuer or the Noteholders of not less than a majority of the Outstanding Principal Balance of the Notes for all Series
may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee.


 


If the Indenture Trustee
fails to comply with Section 6.11, any Noteholder may petition any court of competent jurisdiction for the removal of the
Indenture Trustee and the appointment of a successor Indenture Trustee.


 




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Notwithstanding the
replacement of the Indenture Trustee pursuant to this Section, the Issuer’s obligations under Section 6.7 shall continue
for the benefit of the retiring Indenture Trustee. The retiring Indenture Trustee shall have no liability for any act or omission
by any successor Indenture Trustee.


 


SECTION 6.9. Successor
Indenture Trustee by Merger. If the Indenture Trustee consolidates with, merges or converts into, or transfers all or substantially
all its corporate trust business or assets to, another Person, the resulting, surviving or transferee Person without any further
act shall be the successor Indenture Trustee. The Indenture Trustee shall provide to the Issuer prior written notice of any such
transaction; provided, that such Person shall be otherwise qualified and eligible under Section 6.11.


 


In case at the time
such successor(s) by merger, conversion or consolidation to the Indenture Trustee shall succeed to the trusts created by this Indenture
any of the Notes shall have been authenticated but not delivered, any such successor to the Indenture Trustee may adopt the certificate
of authentication of any predecessor trustee, and deliver such Notes so authenticated; and in case at that time any of the Notes
shall not have been authenticated, any successor to the Indenture Trustee may authenticate such Notes either in the name of any
predecessor trustee hereunder or in the name of the successor to the Indenture Trustee; and in all such cases such certificates
of authentication shall have the full force and effect to the same extent given to the certificate of authentication of the Indenture
Trustee anywhere in the Notes or in this Indenture.


 


SECTION 6.10. Appointment
of Co-Trustee or Separate Trustee.


 


(a) Notwithstanding
any other provisions of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which
any part of the Collateral may at the time be located, the Indenture Trustee shall have the power and may execute and deliver
all instruments to appoint one or more Person(s) to act as co-trustee(s), or separate trustee(s) for the benefit of the Noteholders,
and to vest in such Person(s), in such capacity, all rights hereunder with respect to the Collateral, or any part thereof, and,
subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Indenture Trustee
may consider necessary or desirable. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility
as a successor trustee under Section 6.11 and no notice to Noteholders of the appointment of any co-trustee or separate
trustee shall be required under Section 6.8.


 


(b) Every
separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions
and conditions:


 


(i) all rights,
powers, duties and obligations conferred or imposed upon the Indenture Trustee shall be conferred or imposed upon and exercised
or performed by the Indenture Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee
or co-trustee is not authorized to act separately without the Indenture Trustee joining in such act), except to the extent that
under any law of any jurisdiction in which any particular act(s) are to be performed, the Indenture Trustee shall be incompetent
or unqualified to perform such act(s), in which event such rights, powers, duties and obligations (including the holding of rights
with respect to the Collateral or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such
separate trustee or co-trustee, but solely at the direction of the Indenture Trustee;


 




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(ii) no trustee
hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder; and


 


(iii) the Indenture
Trustee may at any time accept the resignation of or remove, in its sole discretion, any separate trustee or co-trustee.


 


(c) Any notice,
request or other writing given to the Indenture Trustee shall be deemed to have been given to each of the then separate trustees
and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall
refer to this Indenture and the conditions of this Article VI. Each separate trustee and co-trustee, upon its acceptance
of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly
with the Indenture Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture, specifically
including every provision of this Indenture relating to the conduct of, affecting the liability of, or affording protection to,
the Indenture Trustee. Every such instrument shall be filed with the Indenture Trustee.


 


(d) Any separate
trustee or co-trustee may at any time constitute the Indenture Trustee as its agent or attorney-in-fact with full power and authority,
to the extent not prohibited by law, to do any lawful act under or in respect of this Indenture on its behalf and in its name.
If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties,
rights, remedies and trusts shall vest in and be exercised by the Indenture Trustee, to the extent permitted by law, without the
appointment of a new or successor trustee.


 


(e) The Indenture
Trustee shall have no obligation to determine whether a co-trustee or separate trustee is legally required in any jurisdiction
in which any part of the Collateral may be located.


 


SECTION 6.11. Eligibility;
Disqualification. The Indenture Trustee shall at all times satisfy the requirements of TIA § 310(a), Section 26(a)(1)
of the Investment Company Act and subsection (a)(4)(i) of Rule 3a-7 of the Investment Company Act. There shall at all times be
an Indenture Trustee hereunder which shall (a) be a bank organized and doing business under the laws of the United States of America,
any State or the District of Columbia, authorized under such laws to exercise corporate trust powers; (b) have a combined capital
and surplus of at least $50,000,000 as set forth in its most recent published annual report of condition; (c) be subject to supervision
or examination by federal or state authority; and (d) at the time of appointment, shall have a long term senior, unsecured debt
rating of “Baa3” or better by Moody’s, if rated by Moody’s, or “BBB” or better by S&P,
(or, if not rated by Moody’s or S&P, a comparable rating acceptable to the Rating Agencies by another statistical rating
agency). The Indenture Trustee shall comply with TIA § 310(b), including the optional provision permitted by the second
sentence of TIA § 310(b)(9); provided, however, that there shall be excluded from the operation of TIA
§ 310(b)(1) any indenture(s) under which other securities of the Issuer are outstanding if the requirements for such
exclusion set forth in TIA § 310(b)(1) are met.


 




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If such bank publishes
reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then
for the purposes of this Section, the combined capital and surplus of such bank shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. If at any time the Indenture Trustee shall cease to
be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect specified
in this Article.


 


This Indenture shall
always have a trustee who satisfies the requirements of Section 310(a)(1) of the TIA. The Indenture Trustee is subject to the provisions
of Section 310(b) of the TIA regarding disqualification of a trustee upon acquiring any conflicting interest.


 


If a default occurs
under this Indenture or any Indenture Supplement, and the Indenture Trustee is deemed to have a conflicting interest as a result
of acting as trustee for more than one Series or Class of Notes, a successor Indenture Trustee shall be appointed for one or more
of such Classes or Series, so that the Indenture Trustee for any one of the affected Classes or Series is different from the Indenture
Trustees for the other affected Classes or Series. No such event shall alter the voting rights of the Noteholders of such Classes
or Series under this Indenture or any Indenture Supplement. However, so long as any amounts remain unpaid with respect to any Class
of Notes, only the Indenture Trustee for the Noteholders of such Class will have the right to exercise remedies under this Indenture
or the applicable Indenture Supplement (but subject to the express provisions of Section 5.3 and to the right of the Noteholders
of any subordinate Class within the same Series to receive their share of any proceeds of enforcement). Upon repayment of the Class
of Notes with the higher payment priority in full, all rights to exercise remedies under this Indenture will transfer to the Indenture
Trustee for the next subordinate Class of Notes within the same Series.


 


In the case of the
appointment hereunder of a successor Indenture Trustee with respect to any Series or Class of Notes, the Issuer, the retiring Indenture
Trustee and the successor Indenture Trustee with respect to such Series or Class of Notes shall execute and deliver an indenture
supplemental hereto wherein the successor Indenture Trustee shall accept such appointment and which (i) shall contain such provisions
as shall be necessary or desirable to transfer and confirm to, and to vest in, the successor Indenture Trustee all the rights,
powers, trusts and duties of the retiring Indenture Trustee with respect to the Notes of the Series or Class to which the appointment
of such successor Indenture Trustee relates, (ii) if the retiring Indenture Trustee is not retiring with respect to all Series
or Classes of Notes, shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers,
trusts and duties of the retiring Indenture Trustee with respect to the Notes of each Series or Class as to which the retiring
Indenture Trustee is not retiring shall continue to be vested in the retiring Indenture Trustee, and (iii) shall add to or change
any of the provisions of this Indenture and the applicable Indenture Supplement as shall be necessary to provide for or facilitate
the administration of the trusts hereunder by more than one Indenture Trustee, it being understood that nothing herein or in such
supplemental indenture shall constitute such Indenture Trustee’s co-trustees of the same trust and that each such Indenture
Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any
other such Indenture Trustee; and upon the execution and delivery of such supplemental indenture the resignation or removal of
the retiring Indenture Trustee shall become effective to the extent provided therein.


 




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SECTION 6.12. Acceptance
by Indenture Trustee. The Indenture Trustee hereby acknowledges the grant of a Lien on the Collateral and the receipt of a
Lien on the assets constituting the Collateral granted by the Issuer hereunder and declares that the Indenture Trustee, through
a custodian, will hold such Lien on the Collateral in trust, for the use and benefit of all Noteholders subject to the terms and
provisions hereof.


 


SECTION 6.13. Preferential
Collection of Claims Against the Issuer. The Indenture Trustee shall comply with TIA § 311(a), excluding any creditor
relationship listed in TIA § 311(b). An Indenture Trustee who has resigned or been removed shall be subject to TIA § 311(a)
to the extent indicated.


 


SECTION 6.14. Reports
by Indenture Trustee to Noteholders. To the extent required by the TIA, on or before the date prescribed by applicable law,
the Indenture Trustee shall mail to the Noteholders a brief report dated as of such reporting date that complies with TIA Section 313(a),
if such a report is required pursuant to TIA Section 313(a). The Indenture Trustee also shall comply with TIA Section 313(b). The
Indenture Trustee shall also transmit by mail all reports as required by TIA Section 313(c).


 


A copy of each such
report required under TIA Section 313 shall, at the time of such transmission to Noteholders be filed with the Commission and with
each stock exchange or other market system on which the Notes are listed. The Issuer shall notify the Indenture Trustee in writing
if the Notes become listed on any stock exchange or market trading system.


 


SECTION 6.15. Representations
and Warranties. The Indenture Trustee hereby represents that:


 


(a) the Indenture
Trustee is duly organized and validly existing as a bank in good standing under the laws of the State of Delaware with power and
authority to own its properties and to conduct its business as such properties are currently owned and such business is presently
conducted;


 


(b) the Indenture
Trustee has the power and authority to execute and deliver this Indenture and to carry out its terms; and the execution, delivery
and performance of this Indenture have been duly authorized by the Indenture Trustee by all necessary corporate action;


 


(c) each
of this Indenture, each Indenture Supplement and the Custody and Control Agreement has been duly executed and delivered by the
Indenture Trustee and constitutes its legal, valid and binding obligation in accordance with its terms;


 


(d) the consummation
of the transactions contemplated by this Indenture and the fulfillment of the terms hereof do not conflict with, result in any
breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under the articles
of organization or bylaws of the Indenture Trustee or any material agreement or other instrument to which the Indenture Trustee
is a party or by which it is bound; and


 




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(e) there
are no proceedings or investigations pending or to the best of the Indenture Trustee’s knowledge, threatened before any court,
regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Indenture Trustee or
its properties: (i) asserting the invalidity of this Indenture, (ii) seeking to prevent the consummation of any of the transactions
contemplated by this Indenture or (iii) seeking any determination or ruling that might materially and adversely affect the performance
by the Indenture Trustee of its obligations under, or the validity or enforceability of, this Indenture.


 


SECTION 6.16. The
Paying Agent. The Issuer hereby appoints Deutsche Bank Trust Company Americas as the initial Paying Agent. All payments of
amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from any Trust Account pursuant to
Section 4.2 and the applicable Indenture Supplement shall be made on behalf of the Issuer by the Paying Agent.


 


The Paying Agent hereby
agrees that subject to the provisions of this Section, it shall:


 


(i) hold any
sums held by it for the payment of amounts due with respect to the Notes in trust for the benefit of the Persons entitled thereto
until such sums shall be paid to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons as
herein provided;


 


(ii) give the
Indenture Trustee prompt notice of any default by the Issuer of which it has actual knowledge in the making of any payment required
to be made with respect to the Notes;


 


(iii) at any
time during the continuance of any such default, upon the written request of the Indenture Trustee, forthwith pay to the Indenture
Trustee any sums so held in trust by such Paying Agent;


 


(iv) immediately
resign as a Paying Agent and forthwith pay to the Indenture Trustee any sums held by it in trust for the payment of Notes if at
any time it ceases to meet the standards required to be met by a Paying Agent; and


 


(v) comply
with all requirements of the Code and any applicable State law with respect to the withholding from any payments made by it on
any Notes of any applicable withholding taxes imposed thereon and with respect to any applicable reporting requirements in connection
therewith.


 


The Issuer shall at
any time when necessary or required, for the purpose of obtaining the satisfaction and discharge of this Indenture with respect
to all the Notes or for any other purpose, by Issuer Order, cause any Paying Agent other than the Indenture Trustee to pay to the
Indenture Trustee any sums held in trust by such Paying Agent with respect to the Notes, such sums to be held by the Indenture
Trustee upon the same trusts as those upon which the sums were held by such Paying Agent and, in the case of satisfaction and discharge
of the Indenture, applied according to Section 4.1; and upon such payment by any Paying Agent to the Indenture Trustee,
such Paying Agent shall be released from all further liability with respect to such sums.


 




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Subject to applicable
laws with respect to escheat of funds, any amounts held by the Indenture Trustee or any Paying Agent in trust for the payment of
any amount due with respect to any Note and remaining unclaimed for two (2) years after such amount has become due and payable
shall be discharged from such trust and be paid to the Issuer on Issuer Request; and the related Noteholder shall thereafter, as
an unsecured general creditor, look only to the Issuer for payment thereof (but only to the extent of the amounts so paid to the
Issuer), and all liability of the Indenture Trustee or such Paying Agent with respect to such trust funds shall thereupon cease;
provided, however, that the Indenture Trustee or such Paying Agent, before being required to make any such repayment,
shall at the expense and direction of the Issuer cause to be published once, in a newspaper published in the English language,
customarily published on each Business Day and of general circulation in The City of New York, notice that such funds remain unclaimed
and that, after a date specified therein, which shall not be less than thirty (30) days from the date of such publication, any
unclaimed balance of such funds then remaining will be repaid to the Issuer. The Indenture Trustee shall also adopt and employ,
at the expense of the Issuer, any other reasonable means of notification of such repayment (including mailing notice of such repayment
to Noteholders whose Notes have been called but have not been surrendered for redemption or whose right to or interest in amounts
due and payable but not claimed is determinable from the records of the Indenture Trustee or of any Paying Agent, at the last address
of record for each such Noteholder).


 


Each Paying Agent
(other than the initial Paying Agent) shall be appointed by Issuer Order with written notice thereof to the Indenture Trustee.
Any Paying Agent appointed by the Issuer shall be a Person who would be eligible to be Indenture Trustee hereunder as provided
in Section 6.11 (except that a Paying Agent need not satisfy the requirements of subsection (a)(4)(i) of Rule 3a-7 of the
Investment Company Act). The Issuer shall not appoint any Paying Agent (other than the Indenture Trustee) which is not, at the
time of such appointment, a depository institution or trust company, including the Indenture Trustee, that (a) is incorporated
under the laws of the United States of America or any State, (b) is subject to supervision and examination by federal or state
banking authorities, and (c) has outstanding unsecured commercial paper or other short-term unsecured debt obligations that are
rated at least “A-1” by S&P or “P-1” by Moody’s (or its equivalent).


 


SECTION 6.17. Information
to Be Provided by the Indenture Trustee or by Deutsche Bank Trust Company Americas.


 


For so long
as the Issuer is required to report under the Securities Exchange Act, the Indenture Trustee shall: (i) on or before the fifth
Business Day of each month, provide to the Issuer, in writing, such information regarding the Indenture Trustee as is requested
by the Issuer for the purpose of compliance with Item 1117 of Regulation AB; provided, however, that the Indenture
Trustee shall not be required to provide such information in the event that there has been no change to the information previously
provided by the Indenture Trustee to the Issuer, and (ii) as promptly as practicable following notice to or discovery by a Responsible
Officer of the Indenture Trustee of any changes to such information, provide to the Transferor, in writing, such updated information.


 




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As soon as
available but no later than March 15 of each calendar year for so long as the Issuer is required to report under the Securities
Exchange Act, commencing in 2007, the Indenture Trustee (x) shall (if requested by the Transferor in order to comply with Item
1122 of Regulation AB) and (y) shall cause Deutsche Bank Trust Company Americas as agent for the Indenture Trustee (the “Agent”)
to:


 


(i)         deliver
to the Transferor reports regarding the assessment by the Indenture Trustee (if so requested by the Transferor) and the Agent of
compliance with servicing criteria during the immediately preceding calendar year, as required under paragraph (b) of Rule 13a-18,
Rule 15d-18 of the Securities Exchange Act and Item 1122 of Regulation AB (as that term is defined in the Servicing Agreement).
Such reports shall be signed by an authorized officer of the Indenture Trustee (if so requested by the Transferor) and the Agent,
and shall address each of the servicing criteria specified in Exhibit B or such criteria as mutually agreed upon by the
Transferor and the Indenture Trustee or the Agent, as applicable;


 


(ii)         deliver
to the Transferor a report of a registered public accounting firm that attests to, and reports on, the assessment of compliance
made by the Indenture Trustee and the Agent, as applicable, and delivered pursuant to the preceding paragraph. Such attestation
shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Securities Exchange
Act; and


 


(iii)        deliver
to the Transferor and any other Person that will be responsible for signing the certification required by Rules 13a-14(d) and 15d-14(d)
under the Securities Exchange Act (pursuant to Section 302 of the Sarbanes-Oxley Act of 2002) (a “Sarbanes Certification”)
on behalf of the Issuer or the Transferor a certification substantially in the form attached hereto as Exhibit C or such
form as mutually agreed upon by the Transferor and the Indenture Trustee or the Agent, as applicable.


 


Each of the Indenture
Trustee and the Agent acknowledges that the parties identified in clause (iii) above may rely on the certification provided by
the Indenture Trustee and the Agent, as applicable, pursuant to such clause in signing a Sarbanes Certification and filing such
with the Commission.


 


The following bank
accounts are subject to the requirements of this Section 6.17: the Collection Account, the Excess Funding Account, and all Series
Accounts established with respect to any Series.


 


The Indenture Trustee
shall, upon request from GE Commercial Distribution Finance Corporation or the Transferor, promptly furnish to such requesting
party such information as may be necessary for the requesting party to comply with Rule 15Ga-1 under the Securities Exchange Act
and Items 1104(e) and 1121(c) of Regulation AB.


 




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ARTICLE
VII

NOTEHOLDERS LISTS AND REPORTS


 


SECTION 7.1. The
Issuer to Furnish the Indenture Trustee Names and Addresses of Noteholders. The Issuer will furnish or cause to be furnished
to the Indenture Trustee (a) upon each transfer of a Note, a list, in such form as the Indenture Trustee may reasonably require,
of the names, addresses and taxpayer identification numbers of the as of such Record Date, and (b) at such other times, as the
Indenture Trustee may request in writing, within ten (10) days after receipt by the Issuer of any such request, a list of similar
form and content as of a date not more than ten (10) days prior to the time such list is furnished; provided, however,
that so long as the Indenture Trustee is the Note Registrar, no such list shall be required to be furnished.


 


SECTION 7.2. Preservation
of Information; Communications to Noteholders.


 


(a) The Indenture
Trustee shall preserve, at all times, the names and addresses of the Noteholders contained in the most recent list furnished to
the Indenture Trustee as provided in Section 7.1 and the names and addresses of Noteholders received by the Indenture
Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy any list furnished to it as provided in Section
7.1 upon receipt of a new list so furnished.


 


(b) Noteholders
may communicate pursuant to TIA § 312(b) with other Noteholders with respect to their rights under this Indenture or
under the Notes.


 


(c) The Issuer,
the Indenture Trustee and the Note Registrar shall have the protection of TIA § 312(c).


 


SECTION 7.3. Reports
by the Issuer.


 


(a) The Issuer
shall:


 


(i) file with
the Indenture Trustee, within fifteen (15) days after the Issuer is required to file the same with the Commission, copies of the
annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission
may from time to time by rules and regulations prescribe) which the Issuer may be required to file with the Commission pursuant
to Section 13 or 15(d) of the Securities Exchange Act;


 


(ii) file with
the Indenture Trustee and the Commission in accordance with rules and regulations prescribed from time to time by the Commission
such additional information, documents and reports with respect to compliance by the Issuer with the conditions and covenants of
this Indenture as may be required from time to time by such rules and regulations; and


 


(iii) supply
to the Indenture Trustee (and the Indenture Trustee or its agent shall transmit by mail to all Noteholders described in TIA §313(c))
such summaries of any information, documents and reports required to be filed by the Issuer pursuant to clauses (i) and
(ii) of this Section 7.3(a) as may be required by rules and regulations prescribed from time to time by the Commission.


 




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(b) Unless
the Issuer otherwise determines, the fiscal year of the Issuer shall end on December 31 of each year. The Issuer shall notify
the Indenture Trustee in writing of any change in its fiscal year.


 


(c) Delivery
of such reports, information and documents to the Indenture Trustee is for informational purposes only and the Indenture Trustee’s
receipt of such shall not constitute constructive notice of any information contained therein or determinable from information
contained therein, including the Issuer’s compliance with any of the covenants hereunder.


 


SECTION 7.4. List
of Noteholders.


 


Noteholders of not
less than ten percent (10%) of the Outstanding Principal Balance of any Series of Notes may obtain access to the list of Noteholders
the Indenture Trustee maintains for the purpose of communicating with the other Noteholders. The Indenture Trustee may elect not
to allow the requesting Noteholders access to the list of Noteholders if the Indenture Trustee agrees to mail the requested communication
or proxy, on behalf and at the expense of the requesting Noteholders, to all Noteholders of record.


 


ARTICLE
VIII

Accounts, Disbursements and Releases


 


SECTION 8.1. Collection
of Amounts Due. Except as otherwise expressly provided herein and in the related Indenture Supplement, the Indenture Trustee
may demand payment or delivery of, and shall receive and collect, directly and without intervention or assistance of any fiscal
agent or other intermediary, all sums and other property payable to or receivable by the Indenture Trustee pursuant to this Indenture.
The Indenture Trustee shall apply all such amounts received by it as provided in this Indenture.


 


SECTION 8.2. Trust
Accounts.


 


(a) On or
prior to the Closing Date for the first Series (in respect of clauses (i) and (ii) below) or the Closing Date for
the applicable Series (in respect to clause (iii) below), the Issuer covenants to have established and shall thereafter
maintain the following accounts (the “Trust Accounts”), which accounts shall be Eligible Deposit Accounts:


 


(i) Collection
Account;


 


(ii) Excess
Funding Account; and


 


(iii) a Series
Account for the applicable Series of Notes.


 


(b) If any
Trust Account is a Securities Account, such Trust Account shall be maintained in accordance with the Custody and Control Agreement.


 




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(c) If any
Trust Account is a deposit account: (i) If, at any time, any of the Trust Accounts ceases to be an Eligible Deposit Account, the
Issuer shall within ten (10) Business Days (or such longer period, not to exceed thirty (30) calendar days, as to which, if any
Notes are Outstanding, each Rating Agency may consent to such longer period) establish a new Trust Account as an Eligible Deposit
Account and shall transfer any cash and/or any investments held in the no longer Eligible Deposit Account to such new Trust Account.


 


(ii) With respect
to the Trust Account Property, the Issuer and Indenture Trustee agree, as security for the Issuer’s obligations under this
Indenture, that:


 


(A) any Trust
Account Property that constitutes, or is held through or in, a deposit account shall be, or shall be held through or in, an Eligible
Deposit Account continuously identified in the deposit bank’s books and records as subject to a security interest of the
Indenture Trustee and, except as may be expressly provided herein to the contrary, in order to perfect the security interest of
the Indenture Trustee in accordance with Section 9-104 of the UCC, the Indenture Trustee shall have the power to direct disposition
of the funds in such deposit account without further consent by the Issuer; provided, however, that prior to delivery
by the Indenture Trustee to the Issuer of notice otherwise, the Issuer shall direct the disposition of the funds in such deposit
account in accordance with the terms of the Indenture and the Indenture Supplements; provided, further that the Indenture
Trustee agrees that it will not deliver such notice or exercise its power to direct disposition of the funds in such deposit account
unless an Event of Default has occurred and is continuing; and


 


(B) any Trust
Account Property that constitutes a Permitted Investment or a similar investment shall be held by the Custodian in accordance with
the Custody and Control Agreement and shall be subject to the Indenture Trustee’s security interest in such Trust Account
Property.


 


(d) Funds
on deposit in the Excess Funding Account shall be withdrawn and paid to the Transferor on any day to the extent that after giving
effect to such withdrawal, the Free Equity Amount would not be less than the Minimum Free Equity Amount and the Note Trust Principal
Balance would not be less than the Required Principal Balance. On any Transfer Date on which one or more Series is in an Amortization
Period, the Issuer shall determine the aggregate amounts of Principal Shortfalls, if any, with respect to each such Series that
is a Principal Sharing Series (after giving effect to the allocation and payment provisions in the related Indenture Supplement,
including the application of Shared Principal Collections, with respect to each such Series), and Issuer shall instruct the Indenture
Trustee to withdraw such amount from the Excess Funding Account on such Transfer Date and allocate such amount among each such
Series as specified in the related Indenture Supplement.


 




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SECTION 8.3. Rights
of Noteholders. The Collateral shall secure the rights of the Noteholders of each Series to receive the portion of Collections
allocable to the Noteholders of such Series pursuant to this Indenture and the related Indenture Supplement, funds and other property
credited to the Collection Account (or any subaccount thereof) allocable to the Noteholders of such Series pursuant to this Indenture
and such Indenture Supplement, funds and other property credited to any related Series Account and funds available pursuant to
any related Series Enhancement, it being understood that, except as specifically set forth in the Indenture Supplement with respect
thereto, the Notes of any Series or Class shall not be secured by any interest in any Series Account or Series Enhancement pledged
for the benefit of any other Series or Class that is Outstanding.


 


SECTION 8.4. Collections
and Allocations.


 


(a) Issuer
shall apply all funds on deposit in the Collection Account as described in this Article VIII and in each Indenture Supplement.
Except as otherwise provided below and in each Indenture Supplement, Issuer shall deposit, or cause to be deposited, Collections
into the Collection Account no later than the second Business Day following the Date of Processing of such Collections.


 


Subject to the express
terms of any Indenture Supplement, but notwithstanding anything else in this Indenture to the contrary, if (x) for so long as the
Master Servicer maintains a short term debt rating of A-1 or better by S&P, P-1 or better by Moody’s (if rated by Moody’s)
and F1 or better by Fitch (if rated by Fitch), (y) with respect to Collections allocable to any Series, any other conditions specified
in the related Indenture Supplement are satisfied or (z) the Master Servicer has provided to the Indenture Trustee a letter of
credit, surety bond or other similar arrangement covering collection risk of Servicer and in each case acceptable to each Rating
Agency (as evidenced by a letter from each Rating Agency to the effect that the Rating Agency Condition has been satisfied), if
any, Issuer need not make the daily deposits of Collections into the Collection Account as provided in the preceding paragraph,
but may make a single deposit in the Collection Account in immediately available funds not later than 12:00 noon, New York City
time, on the related Business Day immediately preceding the Payment Date.


 


(b) On each
Determination Date, after giving effect to allocations in respect of Dealer Overconcentrations, Manufacturer Overconcentrations
and Product Line Overconcentrations pursuant to clauses (d) through (f) below, Principal Collections and Non-Principal
Collections shall be allocated to each Series of Notes in accordance with the related Indenture Supplement. On each Determination
Date after giving effect to allocations in respect of Dealer Overconcentrations, Manufacturer Overconcentrations and Product Line
Overconcentrations pursuant to clauses (d) through (f) below, the Default Amount will be allocated to each
Series of Notes in accordance with the related Indenture Supplement.


 




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(c) Throughout
the existence of the Issuer, unless otherwise stated in any Indenture Supplement, on each Determination Date, after giving effect
to allocations in respect of Dealer Overconcentrations, Manufacturer Overconcentrations and Product Line Overconcentrations pursuant
to clauses (d) through (f) below, the Issuer shall allocate to the Transferor an amount equal to the product of (A) the Transferor
Percentage and (B) the aggregate amount of Principal Collections and Non-Principal Collections, respectively, on that Determination
Date; provided, that, if the Free Equity Amount (determined after giving effect to any transfer of Principal Receivables
to the Issuer on such date and calculated on a pro forma basis after giving effect to any payment of principal on the Notes to
occur on or prior to the following Payment Date), is less than or equal to the Minimum Free Equity Amount, or the Note Trust Principal
Balance is less than the Required Principal Balance (calculated on a pro forma basis after giving
effect to any payment of principal on the Notes to occur on or prior to the following Payment Date and any adjustment in the numerator
used to calculate the Allocation Percentages with respect to any Series in connection with a principal payment to be made on or
prior to the following Payment Date), Issuer shall deposit in the Excess Funding Account an amount equal to the lesser of (i) the
amounts that otherwise would be allocated to the Transferor and (ii) the greater of (x) the amount by which the Minimum Free Equity
Amount exceeds the Free Equity Amount (calculated on a pro forma basis after giving effect to any payment of principal on the Notes
to occur on or prior to the following Payment Date), and (y) the amount by which the Required Principal Balance (calculated on
a pro forma basis after giving effect to any payment of principal on the Notes to occur on or prior to the following Payment Date
and any adjustment in the numerator used to calculate the Allocation Percentages with respect to any Series in connection with
a principal payment to be made on or prior to the following Payment Date) exceeds the Note Trust Principal Balance. Unless otherwise
stated in any Indenture Supplement, neither the Master Servicer nor Transferor need deposit any amounts allocated to Transferor
pursuant to the foregoing into the Collection Account and shall pay, or be deemed to pay, such amounts as collected to Transferor.


 


The payments to be made
to Transferor pursuant to this Section 8.4(c) do not include amounts that do not represent Collections, including proceeds from
the sale, disposition or liquidation of Transferred Receivables pursuant to Section 5.3 or payment of the purchase price for the
Notes of a specific Series pursuant to the related Indenture Supplement.


 


(d) On each
Determination Date, the Issuer shall determine whether a Product Line Overconcentration exists with respect to any Product line,
and, if any Product Line Overconcentration does exist, shall calculate the Product Line Overconcentration Percentage for each Overconcentrated
Product Line. On each Determination Date, for so long as a Product Line Overconcentration exists, the Product Line Overconcentration
Percentage (as determined on the preceding Determination Date) of (i) all Principal Collections relating to each Overconcentrated
Product Line, (ii) all Non-Principal Collections relating to each Overconcentrated Product Line and (iii) the portion of the Default
Amount relating to each Overconcentrated Product Line with respect to each Monthly Period shall each be allocated to the Transferor.


 


(e) On each
Determination Date, after giving effect to clause (d) above, the Issuer shall determine whether a Dealer Overconcentration
exists with respect to any Dealer that is not a Manufacturer, and, if any Dealer Overconcentration does exist, shall calculate
the Dealer Overconcentration Percentage for each Overconcentrated Dealer. On each Determination Date, for so long as a Dealer Overconcentration
exists, the Dealer Overconcentration Percentage (as determined on the preceding Determination Date) of (i) all Principal Collections
relating to each Overconcentrated Dealer, (ii) all Non-Principal Collections relating to each Overconcentrated Dealer and (iii)
the portion of the Default Amount relating to each Overconcentrated Dealer with respect to each Monthly Period shall each be allocated
to the Transferor.


 




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(f) On each
Determination Date, after giving effect to clauses (d) and (e) above, the Issuer shall determine whether a Manufacturer
Overconcentration exists with respect to any Manufacturer, and, if any Manufacturer Overconcentration does exist, shall calculate
the Manufacturer Overconcentration Percentage for each Overconcentrated Manufacturer. On each Determination Date, for so long as
a Manufacturer Overconcentration exists, the Manufacturer Overconcentration Percentage (as determined on the preceding Determination
Date) of (i) all Principal Collections relating to each Overconcentrated Manufacturer, (ii) all Non-Principal Collections relating
to each Overconcentrated Manufacturer and (iii) the portion of the Default Amount relating to each Overconcentrated Manufacturer
with respect to each Monthly Period shall each be allocated to the Transferor.


 


(g) The calculation
of overconcentrations pursuant to clauses (d), (e) and (f) on a Determination Date shall be based on information
as of the end of the previous Monthly Period and, for the avoidance of doubt, allocations pursuant to such clauses as a result
of such calculation shall be made on the Determination Date following such Determination Date. The calculations of the Product
Line Overconcentrations, Dealer Overconcentrations and Manufacturer Overconcentrations shall be made in the order described above
and in a manner deemed reasonable by the Issuer to avoid duplication among overconcentrations in accordance with the Issuer’s
customary practices as in effect from time to time.


 


SECTION 8.5. Shared
Principal Collections. On each Transfer Date, (a) Issuer shall allocate Shared Principal Collections not previously so applied
or paid to each applicable Principal Sharing Series, pro rata, in proportion to the Principal Shortfalls, if any, with respect
to each such Series and (b) any amounts representing Shared Principal Collections remaining after the allocations and applications
referred to in clause (a) shall be released to the Issuer or its designee; provided, that, if, on any day the Free Equity Amount
(determined after giving effect to any transfer of Principal Receivables to the Issuer on such day and calculated on a pro forma
basis after giving effect to any payment of principal on the Notes to occur on or prior to the following Payment Date), is less
than or equal to the Minimum Free Equity Amount, or the Note Trust Principal Balance (determined after giving effect to any transfer
of Principal Receivables to the Issuer on such day) is less than the Required Principal Balance (calculated on a pro forma basis
after giving effect to any payment of principal on the Notes to occur on or prior to the following Payment Date and any adjustment
in the numerators used to calculate the Allocation Percentages for Principal Collections with respect to any Series in connection
with a principal payment to be made on or prior to the following Payment Date), any Shared Principal Collections that otherwise
would be released to the Issuer shall not be so released, but shall be deposited into the Excess Funding Account to the extent
required so that the Free Equity Amount (determined after giving effect to any transfer of Principal Receivables to the Issuer
on such day and calculated on a pro forma basis after giving effect to any payment of principal on the Notes to occur on or prior
to the following Payment Date) is not less than the Minimum Free Equity Amount and the Note Trust Principal Balances (determined
after giving effect to any transfer of Principal Receivables to the Issuer on such day) is not less than the Required Principal
Balance (calculated on a pro forma basis after giving effect to any payment of principal on the Notes to occur on or prior to the
following Payment Date and any adjustment in the numerators used to calculate the Allocation Percentages for Principal Collections
with respect to any Series in connection with a principal payment to be made on or prior to the following Payment Date).


 




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SECTION 8.6. Excess
Non-Principal Collections. On each Transfer Date, (a) for each Group, Issuer shall allocate the aggregate amount for all outstanding
Series in such Group of the amounts which the related Indenture Supplements specify are to be treated as “Excess Non-Principal
Collections” for such Transfer Date to each Series in such Group, pro rata, in proportion to the Non-Principal Shortfalls,
if any, with respect to each such Series, and (b) Issuer shall on the related Payment Date withdraw (or shall instruct the Indenture
Trustee in writing to withdraw) from the Collection Account and pay to Transferor an amount equal to the excess, if any, of (x)
the aggregate amount for all outstanding Series in a Group of the amounts which the related Indenture Supplements specify are to
be treated as “Excess Non-Principal Collections” for such Payment Date over (y) the aggregate amount for all outstanding
Series in such Group which the related Indenture Supplements specify are “Non-Principal Shortfalls”, for such Payment
Date.


 


SECTION 8.7. Release
of Collateral.


 


(a) Subject
to the payment of its fees and expenses pursuant to Section 6.7, the Indenture Trustee may, and when required by
this Indenture shall, execute instruments to release property from the Lien of this Indenture, or convey the Indenture Trustee’s
interest in the same, in a manner and under circumstances that are not inconsistent with this Indenture. No party relying upon
an instrument executed by the Indenture Trustee as provided in this Article shall be bound to ascertain the Indenture Trustee’s
authority, inquire into the satisfaction of any conditions precedent or see to the application of any funds.


 


(b) The Indenture
Trustee shall, at such time as there are no Notes Outstanding, release and transfer, without recourse, all of the Collateral that
secured the Notes (other than any cash held for the payment of the Notes pursuant to Section 4.2). The Indenture Trustee
shall release property from the Lien of this Indenture pursuant to this Section 8.7(b) only upon receipt of an Issuer
Request requesting such release accompanied by an Officer’s Certificate and an Opinion of Counsel and (if required by the
TIA and the applicable Indenture Supplement) Independent Certificates in accordance with TIA §§314(c) and 314(d)(1) meeting
the applicable requirements of Section 10.1.


 


(c) The Indenture
Trustee shall release from the Lien of this Indenture all Transferred Receivables reassigned to the Transferor in connection with
an Involuntary Removal pursuant to Section 2.7 of the Second Tier Agreement and all Transferred Receivables arising in Removed
Accounts designated for removal pursuant to Section 2.7 of the Second Tier Agreement, together with the Collateral Security,
Collections and Recoveries with respect thereto, and all monies due or to become due and all amounts received or receivables with
respect thereto and Insurance Proceeds relating thereto and all proceeds of the foregoing.


 




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SECTION 8.8. Opinion
of Counsel. The Indenture Trustee shall receive at least five (5) days’ notice when requested by the Issuer to take any
action pursuant to Section 8.7(a), accompanied by copies of any instruments involved, and the Indenture Trustee shall also
require, as a condition to such action, an Opinion of Counsel stating the legal effect of any such action, outlining the steps
required to complete the same, and concluding that all conditions precedent to the taking of such action have been complied with
and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention
of this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as
to the fair value of the Collateral. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy
and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.


 


ARTICLE
IX

Supplemental Indentures


 


SECTION 9.1. Supplemental
Indentures Without Consent of Noteholders.


 


(a) Without
the consent of the Noteholders, the Issuer and the Indenture Trustee, when authorized by an Issuer Order, at any time and from
time to time, may enter into one or more indentures supplemental hereto or to any Indenture Supplement (which shall conform to
the TIA as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following
purposes:


 


(i) to correct
or amplify the description of any property at any time subject to the Lien of this Indenture, or better to Grant unto the Indenture
Trustee a Lien on any property subject or required to be subjected to the Lien of this Indenture, or to subject to the Lien of
this Indenture additional property;


 


(ii) to evidence
the succession, in compliance with the applicable provisions hereof, of another Person to the Issuer, and the assumption by any
such successor of the covenants of the Issuer herein and in the Notes;


 


(iii) to add
to the covenants of the Issuer, for the benefit of the Noteholders, or to surrender any right or power herein conferred upon the
Issuer; provided such surrender would not (as evidenced by an Officer’s Certificate of the Issuer) have a material
adverse effect on the Noteholders;


 


(iv) to convey,
transfer, assign, mortgage or pledge any property to or with the Indenture Trustee for the benefit of the Noteholders;


 


(v) to cure
any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with any
other provision herein or in any supplemental indenture or to make any other provisions with respect to matters or questions arising
under this Indenture or in any supplemental indenture; provided, that such action shall not (as evidenced by an Officer’s
Certificate of the Issuer) materially and adversely affect the interests of the Noteholders;


 




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(vi) to evidence
and provide for the acceptance of the appointment hereunder by a successor or additional trustee with respect to the Notes or any
class thereof and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration
of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI;


 


(vii) to modify,
eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture
under the TIA or under any similar Federal statute hereafter enacted and to add to this Indenture such other provisions as may
be expressly required by the TIA; or


 


(viii) to provide
for the issuance of one or more new Series of Notes, in accordance with the provisions of Section 2.8.


 


The Indenture
Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements
and stipulations that may be therein contained.


 


(b) The Issuer
and the Indenture Trustee may when authorized by an Issuer Request, also without the consent of any Noteholders of any Series then
Outstanding, enter into an indenture or indentures supplemental hereto or to any Indenture Supplement for the purpose of adding
any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or to any Indenture Supplement
or modifying in any manner the rights of the Noteholders under this Indenture or under any Indenture Supplement; provided,
however, that the Issuer shall have delivered to the Indenture Trustee (i) an Officer’s Certificate, dated the date
of any such action, stating that all requirements therefor contained in this Section 9.1(b) have been met, and that the
Issuer reasonably believes that such action will not result in an Adverse Effect and (ii) a Tax Opinion. Additionally, notwithstanding
the preceding sentence, the Issuer and the Indenture Trustee, when authorized by an Issuer Request, may, without the consent of
any Noteholders of any Series then Outstanding, enter into an indenture or indentures supplemental hereto to add, modify or eliminate
such provisions as may be necessary or advisable to avoid the imposition of state or local income or franchise taxes imposed on
the Issuer’s property or its income; provided, however, that (i) the Issuer delivers to the Indenture Trustee
and the Issuer an Officer’s Certificate to the effect that the proposed action (i) meets the requirements set forth in this
Section 9.1(b) and (ii) does not adversely affect the rights, duties, protections, indemnities, immunities or obligations
of the Indenture Trustee or the Issuer hereunder. The amendments which the Issuer may make without the consent of Noteholders pursuant
to this Section 9.1(b) may include the addition of Transferred Receivables.


 


(c) The Issuer
shall notify the Rating Agencies as to any amendment pursuant to this Section 9.1.


 




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SECTION 9.2. Supplemental
Indentures With Consent of Noteholders. If Section 9.1 is not applicable, the Issuer and the Indenture Trustee, when
authorized by an Issuer Order, may, with prior written notice to the Rating Agencies, and with the consent of the Noteholders of
at least sixty-six and two-thirds percent (662⁄3%) of the Outstanding Principal Balance of the Notes of each adversely affected
Series, by Act of such Noteholders delivered to the Issuer and the Indenture Trustee, enter into an indenture or indentures supplemental
hereto or to any Indenture Supplement for the purpose of adding any provisions to or changing in any manner or eliminating any
of the provisions of this Indenture and the Indenture Supplement related to such affected Series or of modifying in any manner
the rights of such Noteholders under this Indenture and such Indenture Supplement; provided, however, that no such
supplemental indenture shall, without the consent of the Noteholder of each Outstanding Note affected thereby:


 


(a) change
the due date of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the interest rate
specified thereon or the Redemption Price with respect thereto or change any place of payment where, or the coin or currency in
which, any Note or any interest thereon is payable;


 


(b) impair
the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available
therefor, as provided in Article V, to the payment of any such amount due on or after the respective due dates thereof (or,
in the case of redemption, on or after the Redemption Date);


 


(c) reduce
the percentage of the Outstanding Principal Balance of Notes of any Series the consent of the Noteholders of which is required
for any such supplemental indenture, or the consent of the Noteholders of which is required for any waiver of compliance with certain
provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture;


 


(d) reduce
the percentage of the Outstanding Principal Balance of Notes of any Series, the consent of the Noteholders of which is required
to direct the Indenture Trustee to direct the Issuer to sell the Collateral or any portion thereof if the proceeds of such sale
would be insufficient to pay the principal amount and accrued but unpaid interest on the Outstanding Notes of such Series;


 


(e) decrease
the percentage of the Outstanding Principal Balance of Notes required to amend the sections of this Indenture which specify the
applicable percentage of the Outstanding Principal Balance of Notes of any Series necessary to amend the Indenture or any Related
Documents which require such consent;


 


(f) modify
or alter the provisions of this Indenture prohibiting the voting of Notes held by the Issuer, any other obligor on the Notes, a
Transferor or any affiliate thereof; or


 


(g) permit
the creation of any Lien ranking prior to or on a parity with the Lien of this Indenture with respect to any part of the Collateral
for any Notes or, except as otherwise permitted or contemplated herein, terminate the Lien of this Indenture on any such Collateral
at any time subject hereto or deprive the Noteholders of the security provided by the Lien of this Indenture.


 




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The Indenture Trustee
may in its discretion determine for purposes of this Section 9.2 whether or not any Notes would be affected by any supplemental
indenture and any such determination shall be conclusive upon the Noteholders, whether theretofore or thereafter authenticated
and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith.


 


Satisfaction of the
Rating Agency Condition shall not be required with respect to the execution of any supplemental indenture pursuant to this Section
for which the consent of all of the affected Noteholders is required; provided that prior notice of any such supplemental indenture
shall be given to each Rating Agency.


 


It shall not be necessary
for any Act of the Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it
shall be sufficient if such Act shall approve the substance thereof. The manner of obtaining such consents (and any other consents
of Noteholders provided for in this Indenture or any Indenture Supplement) and of evidencing the authorization of the execution
thereof by Noteholders shall be subject to such reasonable requirements as the Indenture Trustee may provide.


 


Promptly after the
execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee
shall mail to the Noteholders to which such amendment or supplemental indenture relates a notice setting forth in general terms
the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein,
shall not, however, in any way impair or affect the validity of any such supplemental indenture.


 


SECTION 9.3. Execution
of Supplemental Indentures. In executing, or permitting the additional trusts created by, any supplemental indenture permitted
by this Article IX or the modifications thereby of the trusts created by this Indenture, the Indenture Trustee shall be
entitled to receive, and, subject to Sections 6.1 and 6.2, shall be fully protected in relying upon, in addition
to the documents required by Section 10.1, an Opinion of Counsel stating that the execution of such supplemental indenture
is authorized or permitted by this Indenture. The Indenture Trustee may, but shall not be obligated to, enter into any such supplemental
indenture that affects the Indenture Trustee’s own rights, duties, liabilities or immunities under this Indenture or otherwise.


 


SECTION 9.4. Effect
of Supplemental Indenture. Upon the execution of any supplemental indenture pursuant to the provisions hereof, this Indenture
shall be and be deemed to be modified and amended in accordance therewith, and such supplemental indenture shall form a part of
the terms and conditions of this Indenture for any and all purposes and every Noteholder, theretofore or thereafter authenticated
and delivered hereunder shall be bound thereby. This Section does not apply to Indenture Supplements.


 


SECTION 9.5. Reference
in Notes to Supplemental Indentures. Notes authenticated and delivered after the execution of any supplemental indenture pursuant
to this Article may, and if required by the Indenture Trustee shall, bear a notation in form approved by the Indenture Trustee
as to any matter provided for in such supplemental indenture. If the Issuer or the Indenture Trustee shall so determine, new Notes
so modified as to conform, in the opinion of the Indenture Trustee and the Issuer, to any such supplemental indenture may be prepared
and executed by the Issuer and authenticated and delivered by the Indenture Trustee in exchange for Outstanding Notes.


 




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SECTION 9.6. Conformity
with Trust Indenture Act. Every amendment of this Indenture and every supplemental indenture executed pursuant to this Article
shall conform to the requirements of the TIA as then in effect so long as this Indenture shall then be qualified under the TIA.


 


ARTICLE
X

Miscellaneous


 


SECTION 10.1. Compliance
Certificates and Opinions, etc.


 


(a) Upon
any written application or request (or oral application with prompt written or facsimiled confirmation) by the Issuer to the Indenture
Trustee to take any action under this Indenture, other than any request that (i) the Indenture Trustee authenticate the Notes specified
in such request, or (ii) the Indenture Trustee pay amounts due and payable to the Issuer hereunder to the Issuer’s assignee
specified in such request, the Issuer shall furnish to the Indenture Trustee: (A) an Officer’s Certificate stating that all
conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with, (B) an Opinion
of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with and (C) if
required by the TIA and the applicable Indenture Supplement, an Independent Certificate from a firm of certified public accountants
meeting the applicable requirements of this Section, except that, in the case of any such application or request as to which the
furnishing of such documents is specifically required by this Indenture, no additional certificate or opinion need be furnished.


 


Every certificate
or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:


 


(1) a statement
that each signatory of such certificate or opinion has read or has caused to be read such covenant or condition and the definitions
herein relating thereto;


 


(2) a brief
statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such
certificate or opinion are based;


 


(3) a statement
that, in the opinion of each such signatory, such signatory has made (or has caused to be made) such examination or investigation
as is necessary to enable such signatory to express an informed opinion as to whether or not such covenant or condition has been
complied with; and


 


(4) a statement
as to whether, in the opinion of each such signatory, such condition or covenant has been complied with.


 




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(b) (i) Prior
to the deposit of any Collateral or other property or securities with the Indenture Trustee that is to be made the basis for the
release of any property or securities subject to the Lien of this Indenture, the Issuer shall, in addition to any obligation imposed
in Section 10.1(a) or elsewhere in this Indenture, furnish to the Indenture Trustee an Officer’s Certificate certifying
or stating the opinion of each person signing such certificate as to the fair value (within ninety (90) days of such deposit) to
the Issuer of such Collateral or other property or securities to be so deposited.


 


(ii) Whenever
the Issuer is required to furnish to the Indenture Trustee an Officer’s Certificate described in clause (i), the Issuer
shall also deliver to the Indenture Trustee an Independent Certificate as to the same matters if the fair value to the Issuer of
such Collateral or other property or securities to be so deposited and of all other Collateral or other property or securities
released from the Lien of this Indenture since the commencement of the then-current fiscal year of the Issuer, as set forth in
the certificates required by clause (i) and this clause (ii), equals ten percent (10%) or more of the Outstanding
Principal Balance of the Notes, but such certificate need not be furnished with respect to any Collateral or other property or
securities so deposited if the fair value thereof to the Issuer as set forth in the related Officer’s Certificate is less
than twenty-five thousand dollars ($25,000) or less than one percent of the then Outstanding Principal Balance of the Notes.


 


(iii) Other
than with respect to the release of any Defaulted Receivables and Receivables in Removed Accounts, whenever any property or investment
property is to be released from the Lien of this Indenture, the Issuer shall also furnish to the Indenture Trustee an Officer’s
Certificate certifying or stating the opinion of each person signing such certificate as to the fair value (within ninety (90)
days of such release) of the property or securities proposed to be released and stating that in the opinion of such person the
proposed release will not impair the security under this Indenture in contravention of the provisions hereof.


 


(iv) Whenever
the Issuer is required to furnish to the Indenture Trustee an Officer’s Certificate described in clause (iii), the
Issuer shall also deliver to the Indenture Trustee an Independent Certificate as to the same matters if the fair value to the Issuer
of the Collateral or other property or securities and of all other such Collateral or other property, other than Defaulted Receivables
and Transferred Receivables in Removed Accounts, or securities released from the Lien of this Indenture since the commencement
of the then current calendar year, as set forth in the certificates required by clause (iii) and this clause (iv),
equals ten percent (10%) or more of the Outstanding Principal Balance of the Notes, but such certificate need not be furnished
in the case of any release of Collateral or other property or securities if the fair value thereof to the Issuer as set forth in
the related Officer’s Certificate is less than twenty-five thousand dollars ($25,000) or less than one percent of the then
Outstanding Principal Balance of the Notes.


 




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(v) Notwithstanding
any other provision of this Section, the Issuer may (A) collect, liquidate, sell or otherwise dispose of Transferred Receivables
as and to the extent permitted or required by the Related Documents and (B) make cash payments out of the Series Accounts as and
to the extent permitted or required by the Related Documents.


 


SECTION 10.2. Form
of Documents Delivered to the Indenture Trustee. In any case where several matters are required to be certified by, or covered
by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of,
only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an
opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or
give an opinion as to such matters in one or several documents.


 


Any certificate or
opinion of an Authorized Officer of the Issuer may be based, insofar as it relates to legal matters, upon a certificate or opinion
of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate,
opinion or representations with respect to the matters upon which his certificate or opinion is based is/are erroneous. Any certificate
of an Authorized Officer or Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion
of, or representations by, an officer or officers of any Originator, the Master Servicer, the Transferor and/or the Issuer, stating
that the information with respect to such factual matters is in the possession of any Originator, the Master Servicer, the Transferor
and/or the Issuer, as applicable, unless such Authorized Officer or the applicable counsel knows, or in the exercise of reasonable
care should know, that the certificate, opinion or representations with respect to such matters is/are erroneous. Any Opinion of
Counsel may be based on the written opinion of other counsel, in which event such Opinion of Counsel shall be accompanied by a
copy of such other counsel’s opinion.


 


Where any Person is
required or permitted to make, give or execute two or more applications, requests, consents, certificates, statements, opinions
or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.


 


Whenever in this Indenture,
in connection with any application, certificate or report to the Indenture Trustee, it is provided that the Issuer shall deliver
any document as a condition of the granting of such application, or as evidence of the Issuer’s compliance with any term
hereof, it is intended that the truth and accuracy, at the time of the granting of such application or at the effective date of
such certificate or report (as the case may be), of the facts and opinions stated in such document shall in such case be conditions
precedent to the right of the Issuer to have such application granted or to the sufficiency of such certificate or report. The
foregoing shall not, however, be construed to affect the Indenture Trustee’s right to rely upon the truth and accuracy of
any statement or opinion contained in any such document as provided in Article VI.


 




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SECTION 10.3. Acts
of Noteholders.


 


(a) Any request,
demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Noteholders
may be embodied in and evidenced by one or more instrument(s) of substantially similar tenor signed by such Noteholders in person
or by agents duly appointed in writing; and except as herein otherwise expressly provided, such action shall become effective when
such instrument(s) are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuer. Such instrument(s)
(and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the
Noteholders signing such instrument(s). Proof of execution of any such instrument or of a writing appointing any such agent shall
be sufficient for any purpose of this Indenture and (subject to Section 6.1) conclusive in favor of the Indenture Trustee
and the Issuer, if made in the manner provided in this Section. At any time the Notes of any Class are maintained on Book-Entry
Notes, any reference in this Indenture to an Act of Noteholders or a Noteholder or Noteholders representing a specified portion
of the Outstanding Principal Balance of the Notes or such Class of Notes shall be deemed to refer to an Act of Note Owners or a
Note Owner or Note Owners holding such specified portion of the Outstanding Principal Balance of the Notes or Class, as the case
may be.


 


(b) The fact
and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution
or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the
individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by a signer acting
in a capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority.
The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also
be proved in any other manner which the Indenture Trustee deems sufficient.


 


(c) The ownership
of Notes shall be proved by the Note Register.


 


(d) Any request,
demand, authorization, direction, notice, consent, waiver or Act by the Noteholder shall bind every Noteholder issued upon the
registration of the related Note, in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to
be done by the Indenture Trustee or the Issuer in reliance thereon, whether or not notation of such action is made upon such Note.


 


(e) By accepting
the Notes issued pursuant to this Indenture, each Noteholder irrevocably appoints the Indenture Trustee hereunder as the special
attorney-in-fact for such Noteholder vested with full power on behalf of such Noteholder to effect and enforce the rights of such
Noteholder and the revisions pursuant hereto for the benefit of such Noteholder; provided, that nothing contained in this
Section shall be deemed to confer upon the Indenture Trustee any duty or power to vote on behalf of the Noteholders with respect
to any matter on which the Noteholders have a right to vote pursuant to the terms of this Indenture.


 




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SECTION 10.4. Notices,
etc., to the Indenture Trustee, the Issuer and Rating Agencies. Any request, demand, authorization, direction, notice, consent,
waiver or Act of Noteholders, or other documents provided or permitted by this Indenture, shall be in writing and, if such request,
demand, authorization, direction, notice, consent, waiver or Act of Noteholders is to be made upon, given or furnished to or filed
with:


 


(a) the Indenture
Trustee by any Noteholder or by the Issuer, shall be sufficient for every purpose hereunder if made, given, furnished or filed
in writing to or with the Indenture Trustee at its Corporate Trust Office with a copy to Deutsche Bank Trust Company Americas,
or


 


(b) the Issuer
by the Indenture Trustee or by any Noteholder, shall be sufficient for every purpose hereunder if in writing and mailed, first-class,
postage prepaid, to the Issuer addressed to: GE Dealer Floorplan Master Note Trust, in care of General Electric Capital Corporation,
10 Riverview Drive, Danbury, CT, 06810, Attention: Manager, Securitizations, or at any other address furnished in writing to the
Indenture Trustee by the Issuer. The Issuer shall promptly transmit any notice received by it from the Noteholders to the Indenture
Trustee.


 


Notices, if any, required
to be given to the Rating Agencies by the Issuer, the Indenture Trustee or the Trustee shall be sufficient for purposes of this
Indenture if sent to such mailing addresses or such email addresses as may be provided by the Rating Agencies, unless otherwise
set forth for any Series in the related Indenture Supplement.


 


SECTION 10.5. Notices
to Noteholders; Waiver. Where this Indenture provides for notice to Noteholders of any event or the mailing of any report to
Noteholders, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class,
postage prepaid or certified mail return receipt requested, or sent by private courier or confirmed telecopy to each Noteholder
affected by such event or to whom such report is required to be mailed, at its address as it appears on the Note Register, not
later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice or the mailing of
such report. In any case where notice or report to Noteholders is given by mail, neither the failure to mail such notice or report
nor any defect in any notice or report so mailed to any particular Noteholder shall affect the sufficiency of such notice or report
with respect to other Noteholders, and any notice that is mailed in the manner herein provided shall conclusively be presumed to
have been duly given.


 


Where this Indenture
provides for notice in any manner, such notice may be waived in writing by any Person entitled to receive such notice, either before
or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Noteholders shall be filed with
the Indenture Trustee but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such
a waiver.


 


In case by reason of
the suspension of regular mail service or by reason of any other cause it shall be impracticable to mail or send notice to Noteholders,
in accordance with this Section, of any event or any report to Noteholders when such notice or report is required to be delivered
pursuant to any provision of this Indenture, then such notification or delivery as shall be made with the approval of the Indenture
Trustee shall constitute a sufficient notification for every purpose hereunder.


 




    	 	94	Amended and Restated
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Where this Indenture
provides for notice to the Rating Agencies, failure to give such notice shall not affect any other rights or obligations created
hereunder, and shall not under any circumstance constitute an Event of Default.


 


SECTION 10.6. Alternate
Payment and Notice Provisions. Notwithstanding any provision of this Indenture or any of the Notes to the contrary, the Issuer
will, upon reasonable request of any Noteholder, enter into any agreement with such Noteholder providing for a method of payment,
or notice by the Indenture Trustee or any Paying Agent to such Noteholder, that is different from the methods provided for in
this Indenture or the Notes for such payments or notices, unless such agreement or the effects thereof could cause economic or
administrative burden on the Issuer or is unlawful; provided, however, that any such agreement that imposes any duties or obligations
on the Indenture Trustee (including in its capacity as Paying Agent) shall be subject to the prior written consent of the Indenture
Trustee. The Issuer will furnish to the Indenture Trustee a copy of each such agreement and the Indenture Trustee will cause payments
to be made and notices to be given in accordance with such agreements.


 


SECTION 10.7. Successors
and Assigns. All covenants and agreements in this Indenture and the Notes by the Issuer shall bind its successors and assigns,
whether so expressed or not. All agreements of the Indenture Trustee in this Indenture shall bind its successors, co-trustees and
agents of the Indenture Trustee, whether so expressed or not.


 


SECTION 10.8. Severability.
Any provision of this Indenture or the Notes that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or of
the Notes, as applicable, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable
such provision in any other jurisdiction.


 


SECTION 10.9. Benefits
of Indenture. Nothing in this Indenture or in the Notes, express or implied, shall give to any Person, other than the parties
hereto and their successors hereunder, the Noteholders, any other party secured hereunder and any other Person with an ownership
interest in any part of the Collateral, any benefit or any legal or equitable right, remedy or claim under this Indenture.


 


SECTION 10.10. Legal
Holidays. In any case where the date on which any payment is due shall not be a Business Day, then (notwithstanding any other
provision of the Notes or this Indenture) payment need not be made on such date, but may be made on the next Business Day with
the same force and effect as if made on the date on which nominally due, and no interest shall accrue with respect to such payment
for the period from and after any such nominal date.


 




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SECTION 10.11. Governing
Law.


 


(a) THIS
INDENTURE 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. TO THE EXTENT PROVIDED IN ANY APPLICABLE INDENTURE SUPPLEMENT, THIS INDENTURE IS SUBJECT
TO THE TRUST INDENTURE ACT AND SHALL BE GOVERNED THEREBY AND CONSTRUED IN ACCORDANCE THEREWITH.


 


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


 




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


 


SECTION 10.12. Counterparts.
This Indenture may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original,
but all such counterparts shall together constitute but one and the same instrument. Executed counterparts may be delivered electronically.


 


SECTION 10.13. The
Issuer Obligation. No recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer on the Notes
or under this Indenture or any certificate or other writing delivered in connection herewith or therewith, against (i) the Indenture
Trustee or the Trustee in its individual capacity, (ii) any owner of a beneficial interest in the Issuer or (iii) any partner,
owner, beneficiary, agent, officer, director, employee or agent of the Indenture Trustee or the Trustee in its individual capacity,
any holder of a beneficial interest in the Issuer, the Trustee or the Indenture Trustee or of any successor or assign of the Indenture
Trustee or the Trustee in its individual capacity, except as any such Person may have expressly agreed (it being understood that
the Indenture Trustee and the Trustee have no such obligations in their individual capacity) and except that any such partner,
owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid
capital contribution or failure to pay any installment or call owing to such entity.


 


SECTION 10.14. Communication
by Noteholders with Other Noteholders. Subject to Section 7.2(b), Noteholders may communicate, pursuant to TIA Section
312(b), with other Noteholders with respect to their rights under this Indenture or the Notes. The Issuer, the Indenture Trustee,
the Note Registrar and all other parties shall have the protection of TIA Section 312(c).


 


SECTION 10.15. Agents
of the Issuer. The Indenture Trustee hereby acknowledges that it has been advised that any agent of the Issuer may act on behalf
of the Issuer hereunder for purposes of all consents, amendments, waivers and other actions permitted or required to be taken,
delivered or performed by the Issuer, and the Indenture Trustee agrees that any such action taken by an agent on behalf of the
Issuer shall satisfy the Issuer’s obligations hereunder.


 


SECTION 10.16. Survival
of Representations and Warranties. The representations, warranties and certifications of the Issuer made in this Indenture
or in any certificate or other writing delivered by the Issuer pursuant hereto shall survive the authentication and delivery of
the Notes hereunder.


 




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SECTION 10.17. Conflict
with Trust Indenture Act. If any provision hereof limits, qualifies or conflicts with another provision hereof that is required
to be included in this Indenture by the TIA, such required provision shall control.


 


The provisions of TIA
§§ 310 through 317 that impose duties on any Person (including the provisions automatically deemed included herein unless
expressly excluded by this Indenture) are a part of and govern this Indenture, whether or not physically contained herein.


 


SECTION 10.18. Subordination.
The Issuer and each Noteholder by accepting a Note acknowledge and agree that such Note represents indebtedness of the Issuer
and does not represent an interest in any assets (other than the Trust Estate) of Transferor (including by virtue of any deficiency
claim in respect of obligations not paid or otherwise satisfied from the Trust Estate and proceeds thereof). In furtherance of
and not in derogation of the foregoing, to the extent Transferor enters into other financial transactions, the Issuer as well
as each Noteholder by accepting a Note acknowledge and agree that it shall have no right, title or interest in or to any assets
(or interest therein) (other than Trust Estate) conveyed or purported to be conveyed by Transferor to another trust or other Person
or Persons in connection therewith (whether by way of a sale, capital contribution or by virtue of the granting of a lien) (“Other
Assets”). To the extent that, notwithstanding the agreements and provisions contained in the preceding sentences of
this subsection, the Issuer or any Noteholder either (i) asserts an interest or claim to, or benefit from, Other Assets, whether
asserted against or through Transferor or any other Person owned by Transferor, or (ii) is deemed to have any such interest, claim
or benefit in or from Other Assets, whether by operation of law, legal process, pursuant to applicable provisions of insolvency
laws or otherwise (including by virtue of Section 1111(b) of the Bankruptcy Code or any successor provision having similar effect
under the Bankruptcy Code), and whether deemed asserted against or through Transferor or any other Person owned by Transferor,
then the Issuer and each Noteholder by accepting a Note further acknowledges and agrees that any such interest, claim or benefit
in or from Other Assets is and shall be expressly subordinated to the indefeasible payment in full of all obligations and liabilities
of Transferor which, under the terms of the relevant documents relating to the securitization of such Other Assets, are entitled
to be paid from, entitled to the benefits of, or otherwise secured by such Other Assets (whether or not any such entitlement or
security interest is legally perfected or otherwise entitled to a priority of distribution or application under applicable law,
including insolvency laws, and whether asserted against Transferor or any other Person owned by Transferor), including, the payment
of post-petition interest on such other obligations and liabilities. This subordination agreement shall be deemed a subordination
agreement within the meaning of Section 510(a) of the Bankruptcy Code. Each Noteholder further acknowledges and agrees that no
adequate remedy at law exists for a breach of this Section and the terms of this Section may be enforced by an action for specific
performance.


 


SECTION 10.19. Title
to Trust Property. In the event that applicable law in any jurisdiction requires title to any part of the Collateral to be
vested in the Trustee, the Trustee (solely in its capacity as Trustee) by its signature hereto on behalf of the Issuer, shall be
deemed to Grant, and the Trustee (solely in its capacity as Trustee) by its signature hereto on behalf of the Issuer, hereby Grants,
to the Indenture Trustee a security interest in all of the Trustee’s right, title and interest in, to and under the Collateral.
In the event that applicable law in any jurisdiction requires title to any part of the Collateral to be vested in any trustee (“Other
Trustee”) other than the Trustee, the Issuer shall cause such Other Trustee to Grant to the Indenture Trustee a security
interest in such Other Trustee’s right, title and interest in, to and under the Collateral.


 




    	 	98	Amended and Restated
 Master Indenture



    	 



    

 


SECTION 10.20. Compliance
with Applicable Anti-Terrorism and Anti-Money Laundering Regulations. In order to comply with laws, rules and regulations applicable
to banking institutions, including those relating to the funding of terrorist activities and money laundering, the Indenture Trustee
is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship
with the Indenture Trustee. Accordingly, each of the parties hereto agrees to provide to the Indenture Trustee upon its request
from time to time such identifying information and documentation as may be available for such party in order to enable the Indenture
Trustee to comply with applicable law.


 


[Signatures Follow]


 




    	 	99	Amended and Restated
 Master Indenture



    	 



    

 


IN WITNESS WHEREOF,
the parties hereto have caused this Indenture to be duly executed as of the day and year first above written.


 


	 	GE DEALER FLOORPLAN MASTER 
	 	NOTE TRUST
	 	 
	 	By:	BNY MELLON TRUST OF DELAWARE,
	 	 	not in its individual capacity,
	 	 	but solely on behalf of the Issuer



 


	 	By:	/s/ Kristine K. Gullo
	 	Name:	Kristine K. Gullo
	 	Title:	Vice President


 




    	 	S-1	Amended and Restated 
Master Indenture



    	 



    

 


	 	DEUTSCHE BANK TRUST
	 	COMPANY AMERICAS,
	 	not in its individual capacity,
	 	but solely as Indenture Trustee
	 	 
	 	By:	/s/ Louis Bodi
	 	Name:	Louis Bodi
	 	Title:	Vice President
	 	 	 
	 	By:	/s/ Mark Esposito
	 	Name:	Mark Esposito
	 	Title:	Assistant Vice President


 




    	 	S-2	Amended and Restated 
Master Indenture



    	 



    

 


The undersigned agrees to act as Note Registrar, Paying
Agent and Authenticating Agent and to maintain an office as set forth in Section 3.2.


 


	 	DEUTSCHE BANK TRUST 
	 	COMPANY AMERICAS
	 	 
	 	By:	/s/ Louis Bodi
	 	Name:	Louis Bodi
	 	Title:	Vice President
	 	 	 
	 	By:	/s/ Mark Esposito
	 	Name:	Mark Esposito
	 	Title:	Assistant Vice President


 




    	 	S-3	Amended and Restated 
Master Indenture



    	 



    

 


EXHIBIT A


to Indenture


 


FORM OF OFFICER’S CERTIFICATE (SECTION
3.9)


 


____________, 20__


 


[                                    ]


 


Pursuant to Section
3.9 of the Amended and Restated Master Indenture, dated as of July 11, 2014 (the “Indenture”), between
GE Dealer Floorplan Master Note Trust (the “Issuer”) and Deutsche Bank Trust Company Americas, as Indenture
Trustee, the undersigned hereby certifies that:


 


(a) a review
of the activities of the Issuer during the previous fiscal year and of the Issuer’s performance under the Indenture has been
made under the supervision of the undersigned; and


 


(b) [to the
best knowledge of the undersigned, based on such review, the Issuer has complied with all conditions and covenants under the Indenture
throughout such year] [if there has been a default in the compliance of any such condition or covenant, this certificate is to
specify each such default known to the undersigned and the nature and status thereof].


 


	 	GE DEALER FLOORPLAN MASTER 

NOTE TRUST
	 	 
	 	By:	General Electric Capital Corporation,
	 	 	as Administrator
	 	 	 
	 	By:	 
	 	Name:
	 	Title:


 




    	 	Exhibit A-1	Amended and Restated 
Master Indenture



    	 



    

 


EXHIBIT B

to Indenture


 


SERVICING
CRITERIA TO BE


ADDRESSED IN ASSESSMENT OF COMPLIANCE


 


The assessment of compliance
to be delivered by the Trustee and the Agent, as applicable, shall address, at a minimum, the criteria identified as below as “Applicable
Servicing Criteria”:


 


	Servicing Criteria	 	Applicable Servicing

Criteria
	Reference	 	Criteria	 	 
	 	 	General Servicing Considerations	 	 
	1122(d)(1)(i)	 	Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreements.	 	 
	1122(d)(1)(ii)	 	If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party’s performance and compliance with such servicing activities.	 	ü
	1122(d)(1)(iii)	 	Any requirements in the transaction agreements to maintain a back-up servicer for the pool assets are maintained.	 	 
	1122(d)(1)(iv)	 	A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.	 	 
	 	 	 	 	 
	 	 	Cash Collection and Administration	 	 
	1122(d)(2)(i)	 	Payments on pool assets are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days following receipt, or such other number of days specified in the transaction agreements.	 	ü1
	1122(d)(2)(ii)	 	Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.	 	ü
	1122(d)(2)(iii)	 	Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the transaction agreements.	 	 
	1122(d)(2)(iv)	 	The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements.	 	 
	1122(d)(2)(v)	 	Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements. For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act.	 	 
	1122(d)(2)(vi)	 	Unissued checks are safeguarded so as to prevent unauthorized access.	 	 


 





 






1 Solely with regard to deposits made by the Indenture
Trustee or the Agent, as applicable.


 




    	 	Exhibit B-1	Amended and Restated 
Master Indenture



    	 



    

 


	Servicing Criteria	 	Applicable Servicing

Criteria
	Reference	 	Criteria	 	 
	1122(d)(2)(vii)	 	Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts. These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the transaction agreements.	 	 
	 	 	 	 	 
	 	 	Investor Remittances and Reporting	 	 
	1122(d)(3)(i)	 	Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with investors’ or the trustee’s records as to the total unpaid principal balance and number of pool assets serviced by the Servicer.	 	 
	1122(d)(3)(ii)	 	Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements.	 	ü
	1122(d)(3)(iii)	 	Disbursements made to an investor are posted within two business days to the Servicer’s investor records, or such other number of days specified in the transaction agreements.	 	ü
	1122(d)(3)(iv)	 	Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.	 	ü
	 	 	 	 	 
	 	 	Pool Asset Administration	 	 
	1122(d)(4)(i)	 	Collateral or security on pool assets is maintained as required by the transaction agreements or related asset pool documents.	 	 
	1122(d)(4)(ii)	 	Pool assets and related documents are safeguarded as required by the transaction agreements.	 	 
	1122(d)(4)(iii)	 	Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the transaction agreements.	 	 
	1122(d)(4)(iv)	 	Payments on pool assets, including any payoffs, made in accordance with the related pool asset documents are posted to the Servicer’s obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related asset pool documents.	 	 
	1122(d)(4)(v)	 	The Servicer’s records regarding the pool assets agree with the Servicer’s records with respect to an obligor’s unpaid principal balance.	 	 
	1122(d)(4)(vi)	 	Changes with respect to the terms or status of an obligor's account  (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents.	 	 
	1122(d)(4)(vii)	 	Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements established by the transaction agreements.	 	 


 




    	 	Exhibit B-2	Amended and Restated 
Master Indenture



    	 



    

 


	Servicing Criteria	 	Applicable Servicing

Criteria
	Reference	 	Criteria	 	 
	 	 	 	 	 
	1122(d)(4)(viii)	 	Records documenting collection efforts are maintained during the period a pool asset is delinquent in accordance with the transaction agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements, and describe the entity’s activities in monitoring delinquent pool assets including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).	 	 
	1122(d)(4)(ix)	 	Adjustments to interest rates or rates of return for pool assets with variable rates are computed based on the related pool asset documents.	 	 
	1122(d)(4)(x)	 	Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor’s pool asset documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable pool asset documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related pool assets, or such other number of days specified in the transaction agreements.	 	 
	1122(d)(4)(xi)	 	Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.	 	 
	1122(d)(4)(xii)	 	Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.	 	 
	1122(d)(4)(xiii)	 	Disbursements made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer, or such other number of days specified in the transaction agreements.	 	 
	1122(d)(4)(xiv)	 	 Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.	 	 
	1122(d)(4)(xv)	 	Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the transaction agreements.	 	 


 




    	 	Exhibit B-3	Amended and Restated 
Master Indenture



    	 



    

 


EXHIBIT C

to Indenture


 


FORM
OF ANNUAL CERTIFICATION OF 

[THE INDENTURE TRUSTEE]

 


		Re:	GE DEALER FLOORPLAN
MASTER NOTE TRUST



 


Dated:___________________


 


[Deutsche Bank Trust
Company Americas], not in its individual capacity but solely as indenture trustee (the “Indenture Trustee”),
certifies to CDF Funding, Inc. (the “Transferor”), its officers and GE Dealer Floorplan Master Note Trust
(the “Issuer”), with the knowledge and intent that they will rely upon this certification, that:


 


(1)         It
has reviewed the report on assessment of [the Indenture Trustee’s] compliance provided in accordance with Rules 13a-18 and
15d-18 under the Securities Exchange Act of 1934, as amended (the “Securities Exchange Act”) and Item 1122 of
Regulation AB (the “Servicing Assessment”), and the registered public accounting firm’s attestation report
provided in accordance with Rules 13a-18 and 15d-18 under the Securities Exchange Act and Section 1122(b) of Regulation AB (the
“Attestation Report”) that were delivered by [the Indenture Trustee] to the Transferor pursuant to the Amended
and Restated Master Indenture dated as of July 11, 2014 (as amended, supplemented or otherwise modified from time to time, the
“Master Indenture”), by and between the Issuer and the Indenture Trustee (collectively, the [“Indenture
Trustee Information”]) (in making such statement, [the Indenture Trustee] makes no representation or warranty as to any
information prepared or provided to it by a third person and upon which it relied in preparing our information;


 


(2)         To
the best of its knowledge, the [Indenture Trustee Information], taken as a whole, does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements made, in the light of the circumstances under which such
statements were made, not misleading with respect to the period of time covered by the [Indenture Trustee Information]; and


 


(3)         To
the best of its knowledge, all of the [Indenture Trustee Information] required to be provided by the [Indenture Trustee] under
the Master Indenture has been provided to the Transferor.


 






    	 	Exhibit C-1	Amended and Restated 
Master Indenture



    	 



    

 


	 	[DEUTSCHE BANK TRUST 

COMPANY AMERICAS,
	 	not in its individual capacity
	 	but solely as Indenture Trustee
	 	 
	 	By:	 
	 	Name:
	 	Title:
	 	 
	 	By:	 
	 	Name:
	 	Title:]


 




    	 	Exhibit C-2	Amended and Restated 
Master Indenture



    	 



    

 


SCHEDULE 1 

to Indenture


 


Perfection
Representations and Warranties (Section 2.15)


 


(a) In addition
to the representations, warranties and covenants contained in the Indenture, the Issuer hereby represents, warrants and covenants
to the Indenture Trustee as follows as of the Initial Closing Date:


 


(i) The Indenture
creates a valid and continuing security interest (as defined in the applicable UCC) in the Issuer’s rights in the Collateral
in favor of the Indenture Trustee, which security interest is prior to all other Liens (other than Permitted Encumbrances), and
is enforceable as such against creditors of and purchasers from the Issuer.


 


(ii) The Transferred
Receivables constitute “instruments,” “general intangibles”, “accounts” or “chattel paper”
within the meaning of the UCC.


 


(iii) The
Issuer owns and has good and marketable title to the Collateral free and clear of any Lien, claim or encumbrance of any Person
(other than Permitted Encumbrances).


 


(iv) There
are no consents or approvals required by the terms of the Collateral for the pledge of the Issuer’s rights in the Collateral
to the Indenture Trustee pursuant to the Indenture.


 


(v) The Issuer
has caused, or will have caused within ten (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 appropriate jurisdictions under applicable law in order to
perfect the security interest granted to the Indenture Trustee under the Indenture in the Collateral.


 


(vi) Other
than the security interest granted to the Indenture Trustee pursuant to the Indenture, the Issuer has not pledged, assigned, sold,
granted a security interest in, or otherwise conveyed the Collateral except as contemplated by the Indenture, the Second Tier Agreement
or the Servicing Agreement. The Issuer has not authorized the filing of and is not aware of any financing statements against the
Issuer that include a description of collateral covering the Collateral, other than any financing statement relating to the security
interest granted to the Indenture Trustee hereunder, or that has been terminated. The Issuer is not aware of any judgment or tax
lien filings against the Issuer.


 


(vii) Notwithstanding
any other provision of the Indenture, the representations and warranties set forth in this Schedule 1 shall be continuing,
and remain in full force and effect, until such time as the Notes cease to be Outstanding.


 




    	 	Schedule 1-1	Amended and Restated 
Master Indenture



    	 



    

 


(b) All financing
statements filed against the Issuer in favor of the Indenture Trustee in connection herewith describing the Collateral 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.”


 


(c) The Issuer
covenants that, in order to evidence the interests of the Issuer and the Indenture Trustee under this Agreement, the Issuer 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), or cause such action to be taken, as may be necessary or advisable (including such
actions as are requested by the Indenture Trustee) to maintain and perfect, as a first priority security interest, the Indenture
Trustee’s security interest in the Collateral. The Issuer shall, from time to time and within the time limits established
by law, prepare and present to the Indenture Trustee for the Indenture Trustee to authorize (based in reliance on the Opinion of
Counsel hereinafter provided for in this paragraph) the Issuer 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 the Indenture Trustee’s security interest in the Collateral
as a first priority security interest (each a “Filing”). The Issuer shall present each such Filing to Indenture Trustee
together with (x) an Opinion of Counsel to the effect that such Filing (i) satisfies all requirements and conditions to such Filing
in this Indenture 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 Indenture Trustee’s signature. Upon receipt of such Opinion of Counsel and form of authorization,
Indenture Trustee shall promptly authorize in writing the Issuer to, and the Issuer shall, effect such Filing under the UCC. Notwithstanding
anything else in this Agreement to the contrary, the Issuer shall not have any authority to effect a Filing without obtaining written
authorization from Indenture Trustee in accordance with this paragraph.


 




    	 	Schedule 1-2	Amended and Restated 
Master Indenture