UNITED STATES

SECURITIES
AND EXCHANGE COMMISSIONWashington, D.C. 20549



---

FORM 10-K



(Mark One)



| | ý | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
| | - | ------------------------------------------------------------------------------------



For the fiscal year ended December 31,
2012.

or



| | o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
| | - | ----------------------------------------------------------------------------------------



For the transition period
from                        
	to



Commission
File Number of issuing entity: 333-158937-01, 333-115582, 333-130782-02



GE
Dealer Floorplan Master Note Trust

(Exact
name of issuing entity as specified in its charter)



CDF
Funding, Inc.

(Exact
name of depositor as specified in its charter)



GE
Commercial Distribution Finance Corporation

(Exact
name of sponsor as specified in its charter)



Delaware
(State or Other Jurisdiction of Incorporation of the Registrant)



20-1060484 (CDF Funding, Inc.)
(I.R.S. Employer Identification No.)



5595 Trillium Boulevard
Hoffman Estates, Illinois 60192

(Address of Principal
Executive Offices)



(847) 747-6800
(Registrant’s Telephone Number)













Securities registered pursuant to Section
12(b) of the Securities Exchange Act of 1934:                       
None
Securities registered pursuant to Section 12(g) of the Securities Exchange Act of 1934:                       
None



Indicate by check mark
if the registrant is a well−known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o
No ý





Indicate by check mark
if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o
No ý



Indicate by check mark
whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.	Yes ý
No o



Indicate by check mark
whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). Yes ý No o



Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S−K is not contained herein, and will not be contained, to the best of registrant's knowledge,
in definitive proxy or information statements incorporated by reference in Part III of this Form 10−K or any amendment to
this Form 10−K. ý



Indicate by check mark
whether the registrant is a large accelerated filer, an accelerated filer, a non−accelerated filer, or smaller reporting
company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting
company” in Rule 12b−2 of the Exchange Act. (Check one):



Large Accelerated Filer
o   Accelerated Filer o   Non−Accelerated
Filer ý   Smaller Reporting Company o



Indicate by check mark
whether the registrant is a shell company (as defined in Rule 12b−2 of the Exchange Act). Yes o
No ý



State the aggregate market
value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common
equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s
most recently completed second fiscal quarter.



Registrant has no voting
or non-voting class of common equity outstanding and held by nonaffiliates as of the date of this report, has not been involved
in bankruptcy proceedings during the past five years and is not a corporate registrant.



Documents Incorporated
by Reference: None.















PART I



The following Items
have been omitted in accordance with General Instruction J to Form 10-K:



(a) ITEM 1, Business

(b) ITEM 1A, Risk Factors

(c) ITEM 2, Properties

(d) ITEM 3, Legal Proceedings



ITEM 1B. Unresolved
Staff Comments.
Not applicable.



ITEM 4. Mine Safety Disclosures.



Not applicable.



PART II



The following Items
have been omitted in accordance with General Instruction J to Form 10-K:



(a) ITEM 5, Market for Registrant’s Common Equity and
Related Stockholder Matters and Issuer Purchases of Equity Securities

(b) ITEM 6, Selected Financial Data

(c) ITEM 7, Management’s Discussion and Analysis of Financial
Condition and Results of Operations

(d) ITEM 7A, Quantitative and Qualitative Disclosures About
Market Risk

(e) ITEM 8, Financial Statements and Supplementary Data

(f) ITEM 9, Changes in and Disagreements With Accountants on
Accounting and Financial Disclosure

(g) ITEM 9A, Controls and Procedures



ITEM 9B. 	Other Information.



None.



PART III



The following Items
have been omitted in accordance with General Instruction J to Form 10-K:



ITEM 10, Directors, Executive Officers and Corporate Governance

ITEM 11, Executive Compensation

ITEM 12, Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters

ITEM 13, Certain Relationships and Related Transactions, and
Director Independence

ITEM 14, Principal Accountant Fees and Services



PART IV



ITEM 15.	Exhibits, Financial
Statement Schedules.



The exhibits listed below are incorporated by reference as indicated:





|Exhibit 3.1 | Certificate of Incorporation of CDF Funding, Inc. (“the Depositor”), as last amended on February 5, 2004, (incorporated by reference to Exhibit 3.1 to Form S-3/A dated June 21, 2006 and filed on June 21, 2006).
|----------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|            |                                                                                                                                                                                                                   















|Exhibit 3.2  | By-laws of the Depositor (incorporated by reference to Exhibit 3.2 to Form S-3/A dated June 21, 2006 and filed on June 21, 2006).                                                                                                                                                                                                
|------------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|             |                                                                                                                                                                                                                                                                                                                                  
|Exhibit 4.1  | Master Indenture, dated as of August 12, 2004, between GE Dealer Floorplan Master Note Trust (the “Issuing Entity”) and Deutsche Bank Trust Company Americas (“DBCTA”), as indenture trustee (the “Indenture Trustee”) (incorporated by reference to Exhibit 4.1 to Form 8−K dated August 12, 2004 and filed on August 19, 2004).
|             |                                                                                                                                                                                                                                                                                                                                  
|Exhibit 4.2  | Series 2011-1 Indenture Supplement, dated as of August 10, 2011, between the Issuing Entity and the Indenture Trustee (incorporated by reference to Exhibit 4.1 of Form 8-K dated August 10, 2011 and filed on August 11, 2011).                                                                                                 
|             |                                                                                                                                                                                                                                                                                                                                  
|Exhibit 4.3  | Series 2012-1 Indenture Supplement, dated as of February 22, 2012, between the Issuing Entity and the Indenture Trustee (incorporated by reference to Exhibit 4.1 of Form 8-K dated February 22, 2012 and filed on February 28, 2012).                                                                                           
|             |                                                                                                                                                                                                                                                                                                                                  
|Exhibit 4.4  | Series 2012-2 Indenture Supplement, dated as of May 16, 2012, between the Issuing Entity and the Indenture Trustee (incorporated by reference to Exhibit 4.1 of Form 8-K dated May 16, 2012 and filed on May 21, 2012).                                                                                                          
|             |                                                                                                                                                                                                                                                                                                                                  
|Exhibit 4.5  | Series 2012-3 Indenture Supplement, dated as of July 31, 2012, between the Issuing Entity and the Indenture Trustee (incorporated by reference to Exhibit 4.1 of Form 8-K dated July 31, 2012 and filed on August 6, 2012).                                                                                                      
|             |                                                                                                                                                                                                                                                                                                                                  
|Exhibit 4.6  | Series 2012-4 Indenture Supplement, dated as of November 9, 2012, between the Issuing Entity and the Indenture Trustee (incorporated by reference to Exhibit 4.1 of Form 8-K dated November 9, 2012 and filed on November 14, 2012).                                                                                             
|             |                                                                                                                                                                                                                                                                                                                                  
|Exhibit 4.7  | Amended and Restated Trust Agreement, dated August 12, 2004, between the Depositor and BNY Mellon Trust of Delaware (the “Owner Trustee”) (incorporated by reference to Exhibit 4.4 to Form 8-K dated August 12, 2004 and filed on August 19, 2004).                                                                             
|             |                                                                                                                                                                                                                                                                                                                                  
|Exhibit 4.8  | Supplement No. 1 to Master Indenture, dated as of May 5, 2005, between the Issuing Entity and the Indenture Trustee (incorporated by reference to Exhibit 4.1 to Form 8−K dated May 11, 2005 and filed on May 11, 2005).                                                                                                         
|             |                                                                                                                                                                                                                                                                                                                                  
|Exhibit 4.9  | Supplement No. 2 to Master Indenture, dated as of April 28, 2006, between the Issuing Entity and the Indenture Trustee (incorporated by reference to Exhibit 4.2 to Form 8−K dated April 28, 2006 and filed on May 4, 2006).                                                                                                     
|             |                                                                                                                                                                                                                                                                                                                                  
|Exhibit 4.10 | Supplement No. 3 to Master Indenture, dated as of June 30, 2006, between the Issuing Entity and the Indenture Trustee (incorporated by reference to Exhibit 4.4 to Form 8−K dated June 30, 2006 and filed on July 3, 2006).                                                                                                      
|             |                                                                                                                                                                                                                                                                                                                                  
|Exhibit 4.11 | Supplement No. 4 to Master Indenture, dated as of August 10, 2006, between the Issuing Entity and the Indenture Trustee (incorporated by reference to Exhibit 4.4 to Form 8−K dated August 10, 2006 and filed on August 11, 2006).                                                                                               
|             |                                                                                                                                                                                                                                                                                                                                  















|Exhibit 4.12 | Supplement No. 5 to Master Indenture, dated as of November 9, 2006, between the Issuing Entity and the Indenture Trustee (incorporated by reference to Exhibit 4.3 to Form 8−K dated November 9, 2006 and filed on November 9, 2006).       
|------------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|             |                                                                                                                                                                                                                                             
|Exhibit 4.13 | Supplement No. 6 to Master Indenture, dated as of May 31, 2007, between the Issuing Entity and the Indenture Trustee (incorporated by reference to Exhibit 4.1 to Form 8-K dated May 31, 2007 and filed on May 31, 2007).                   
|             |                                                                                                                                                                                                                                             
|Exhibit 4.14 | Supplement No. 7 to Master Indenture, dated as of August 2, 2007, between the Issuing Entity and the Indenture Trustee (incorporated by reference to Exhibit 4.2 to Form 8-K dated August 2, 2007 and filed on August 2, 2007).             
|             |                                                                                                                                                                                                                                             
|Exhibit 4.15 | Supplement No. 8 to Master Indenture, dated as of June 6, 2008, between the Issuing Entity and the Indenture Trustee (incorporated by reference to Exhibit 4.1 to Form 8-K dated June 6, 2008 and filed on June 11, 2008).                  
|             |                                                                                                                                                                                                                                             
|Exhibit 4.16 | Supplement No. 9 to Master Indenture, dated as of December 30, 2008, between the Issuing Entity and the Indenture Trustee (incorporated by reference to Exhibit 4.1 to Form 8-K dated December 30, 2008 and filed on January 2, 2009).      
|             |                                                                                                                                                                                                                                             
|Exhibit 4.17 | Supplement No. 10 to Master Indenture, dated as of June 26, 2009, between the Issuing Entity and the Indenture Trustee (incorporated by reference to Exhibit 4.1 to Form 8-K dated June 26, 2009 and filed on June 26, 2009).               
|             |                                                                                                                                                                                                                                             
|Exhibit 4.18 | Supplement No. 11 to Master Indenture, dated as of August 5, 2009, between the Issuing Entity and the Indenture Trustee (incorporated by reference to Exhibit 4.2 to Form 8-K dated August 5, 2009 and filed on August 10, 2009).           
|             |                                                                                                                                                                                                                                             
|Exhibit 4.19 | Supplement No. 12 to Master Indenture, dated as of December 6, 2010, between the Issuing Entity and the Indenture Trustee (incorporated by reference to Exhibit 4.3 to Form 8-K dated as of December 6, 2010 and filed on December 7, 2010).
|             |                                                                                                                                                                                                                                             
|Exhibit 4.20 | Supplement No. 13 to Master Indenture, dated as of March 1, 2011, between the Issuing Entity and the Indenture Trustee (incorporated by reference to Exhibit 4.3 to Form 8-K dated March 1, 2011 and filed on March 4, 2011).               
|             |                                                                                                                                                                                                                                             
|Exhibit 4.21 | Supplement No. 14 to Master Indenture, dated as of December 16, 2011, between the Issuing Entity and the Indenture Trustee (incorporated by reference to Exhibit 4.3 to Form 8-K dated December 16, 2011 and filed on December 20, 2011).   
|             |                                                                                                                                                                                                                                             
|Exhibit 4.22 | Supplement No. 15 to Indenture, dated as of February 16, 2012, between the Issuing Entity and the Indenture Trustee (incorporated by reference to Exhibit 4.1 of Form 8-K dated February 14, 2012 and filed on February 16, 2012).          
|             |                                                                                                                                                                                                                                             
|Exhibit 4.23 | Supplement No. 16 to Indenture, dated as of July 17, 2012, between the Issuing Entity and the Indenture Trustee (incorporated by reference to Exhibit 4.1 of Form 8-K dated July 17, 2012 and filed on July 18, 2012).                      
|             |                                                                                                                                                                                                                                             















|Exhibit 4.24  | Supplement No. 17 to Indenture, dated as of November 7, 2012, between the Issuing Entity and the Indenture Trustee (incorporated by reference to Exhibit 4.1 of Form 8-K dated November 7, 2012 and filed on November 7, 2012).                                                                                                              
|------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|              |                                                                                                                                                                                                                                                                                                                                              
|Exhibit 99.1  | Receivables Sale Agreement, dated as of August 12, 2004, among the sellers party thereto and the Depositor (incorporated by reference to Exhibit 99.1 of Amendment No. 3 to Form S-3 Registration Statement dated June 21, 2006 and filed on June 21, 2006 (No. 333-130782, 333-130782-01 and 333-130782-02)).                               
|              |                                                                                                                                                                                                                                                                                                                                              
|Exhibit 99.2  | Receivables Purchase and Contribution Agreement, dated as of August 12, 2004, between the Depositor and the Issuing Entity (incorporated by reference to Exhibit 99.2 of Amendment No. 3 to Form S-3 Registration Statement dated June 21, 2006 and filed on June 21, 2006 (No. 333-130782, 333-130782-01 and 333-130782-02)).               
|              |                                                                                                                                                                                                                                                                                                                                              
|Exhibit 99.3  | Amended and Restated Servicing Agreement, dated as of June 30, 2006, between the Issuing Entity and the Master Servicer (incorporated by reference to Exhibit 4.3 on Form 8-K dated June 30, 2006 and filed on July 3, 2006).                                                                                                                
|              |                                                                                                                                                                                                                                                                                                                                              
|Exhibit 99.4  | Administration Agreement, dated as of August 12, 2004, between the Issuing Entity and General Electric Capital Corporation (“GE Capital”) (incorporated by reference to Exhibit 99.4 of Amendment No. 3 to Form S-3 Registration Statement dated June 21, 2006 and filed on June 21, 2006 (No. 333-130782, 333-130782-01 and 333-130782-02)).
|              |                                                                                                                                                                                                                                                                                                                                              
|Exhibit 99.5  | Originator Performance Guaranty, dated as of August 12, 2004, by GE Capital (incorporated by reference to Exhibit 99.5 of Amendment No. 3 to Form S-3 Registration Statement dated June 21, 2006 and filed on June 21, 2006 (No. 333-130782, 333-130782-01 and 333-130782-02)).                                                              
|              |                                                                                                                                                                                                                                                                                                                                              
|Exhibit 99.6  | Amended and Restated Sub-servicing Agreement, dated as of August 10, 2006, between GE Capital and GE Commercial Distribution Finance Corporation (incorporated by reference to Exhibit 4.2 to Form 8-K dated August 10, 2006 and filed on August 11, 2006).                                                                                  
|              |                                                                                                                                                                                                                                                                                                                                              
|Exhibit 99.7  | Amended and Restated Intercreditor Agreement, dated November 9, 2006, among the sellers party thereto and the Master Servicer (incorporated by reference to Exhibit 4.4 to Form 8-K dated November 9, 2006 and filed on November 9, 2006).                                                                                                   
|              |                                                                                                                                                                                                                                                                                                                                              
|Exhibit 99.8  | Amendment No. 1 to Receivables Sale Agreement, dated as of May 5, 2005, among the sellers party thereto and the Depositor (incorporated by reference to Exhibit 99.9 of Amendment No. 3 to Form S-3 Registration Statement dated June 21, 2006 and filed on June 21, 2006 (No. 333-130782, 333-130782-01 and 333-130782-02)).                
|              |                                                                                                                                                                                                                                                                                                                                              
|Exhibit 99.9  | Amendment No. 2 to Receivables Sale Agreement, dated as of August 10, 2006, among the sellers party thereto and the Depositor (incorporated by reference to Exhibit 4.3 to Form 8-K dated August 10, 2006 and filed on August 11, 2006).                                                                                                     
|              |                                                                                                                                                                                                                                                                                                                                              
|Exhibit 99.10 | Amendment No. 3 to Receivables Sale Agreement, dated as of November 9, 2006, among the sellers party thereto and the Depositor (incorporated by reference to Exhibit 4.2 to Form 8-K dated November 9, 2006 and filed on November 9, 2006).                                                                                                  
|              |                                                                                                                                                                                                                                                                                                                                              
|Exhibit 99.11 | Amendment No. 4 to Receivables Sale Agreement, dated as of April 26, 2007, among the sellers party thereto and the Depositor (incorporated by reference to Exhibit 4.2 to Form 8-K dated April 26, 2007 and filed on April 26, 2007).                                                                                                        
|              |                                                                                                                                                                                                                                                                                                                                              















|Exhibit 99.12 | Amendment No. 5 to Receivables Sale Agreement, dated as of January 1, 2010, among the sellers party thereto and the Depositor (incorporated by reference to Exhibit 4.1 to Form 8-K dated January 1, 2010 and filed on January 5, 2010).                                                                                                      
|------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|              |                                                                                                                                                                                                                                                                                                                                               
|Exhibit 99.13 | Amendment No. 6 to Receivables Sale Agreement, dated as of December 6, 2010, among the sellers party thereto and the Depositor (incorporated by reference to Exhibit 4.1 to Form 8-K dated December 6, 2010 and filed on December 7, 2010).                                                                                                   
|              |                                                                                                                                                                                                                                                                                                                                               
|Exhibit 99.14 | Amendment No. 7 to Receivables Sale Agreement, dated as of March 1, 2011, among the sellers party thereto and the Depositor (incorporated by reference to Exhibit 4.1 to Form 8-K dated March 1, 2011 and filed on March 4, 2011).                                                                                                            
|              |                                                                                                                                                                                                                                                                                                                                               
|Exhibit 99.15 | Amendment No. 8 to Receivables Sale Agreement, dated as of December 16, 2011, among the sellers party thereto and the Depositor (incorporated by reference to Exhibit 4.1 to Form 8-K dated December 16, 2011 and filed on December 20, 2011).                                                                                                
|              |                                                                                                                                                                                                                                                                                                                                               
|Exhibit 99.16 | Amendment No. 9 to Receivables Sale Agreement, dated as of July 17, 2012, among the sellers party thereto and the Depositor (incorporated by reference to Exhibit 4.1 to Form 8-K dated July 17, 2012 and filed July 18, 2012).                                                                                                               
|              |                                                                                                                                                                                                                                                                                                                                               
|Exhibit 99.17 | Amendment No. 1 to Receivables Purchase and Contribution Agreement, dated as of May 5, 2005, between the Depositor and the Issuing Entity (incorporated by reference to Exhibit 99.10 of Amendment No. 3 to Form S-3 Registration Statement dated June 21, 2006 and filed on June 21, 2006 (No. 333-130782, 333-130782-01 and 333-130782-02)).
|              |                                                                                                                                                                                                                                                                                                                                               
|Exhibit 99.18 | Amendment No. 2 to Receivables Purchase and Contribution Agreement, dated as of August 10, 2006, between the Depositor and the Issuing Entity (incorporated by reference to Exhibit 4.6 to Form 8-K dated August 10, 2006 and filed on August 11, 2006).                                                                                      
|              |                                                                                                                                                                                                                                                                                                                                               
|Exhibit 99.19 | Amendment No. 3 to Receivables Purchase and Contribution Agreement, dated as of April 26, 2007, between the Depositor and the Issuing Entity (incorporated by reference to Exhibit 4.3 to Form 8-K dated April 26, 2007 and filed on April 26, 2007).                                                                                         
|              |                                                                                                                                                                                                                                                                                                                                               
|Exhibit 99.20 | Amendment No. 4 to Receivables Purchase and Contribution Agreement, dated as of May 31, 2007, between the Depositor and the Issuing Entity (incorporated by reference to Exhibit 4.2 to Form 8-K dated May 31, 2007 and filed on May 31, 2007).                                                                                               
|              |                                                                                                                                                                                                                                                                                                                                               
|Exhibit 99.21 | Amendment No. 5 to Receivables Purchase and Contribution Agreement, dated as of December 30, 2008, between the Depositor and the Issuing Entity (incorporated by reference to Exhibit 4.2 to Form 8-K dated December 30, 2008 and filed on January 2, 2009).                                                                                  
|              |                                                                                                                                                                                                                                                                                                                                               
|Exhibit 99.22 | Amendment No. 6 to Receivables Purchase and Contribution Agreement, dated as of January 1, 2010, between the Depositor and the Issuing Entity (incorporated by reference to Exhibit 4.2 to Form 8-K dated January 1, 2010 and filed on January 5, 2010).                                                                                      
|              |                                                                                                                                                                                                                                                                                                                                               
|Exhibit 99.23 | Amendment No. 7 to Receivables Purchase and Contribution Agreement, dated as of December 6, 2010, between the Depositor and the Issuing Entity (incorporated by reference to Exhibit 4.2 to Form 8-K dated December 6, 2010 and filed on December 7, 2010).                                                                                   
|              |                                                                                                                                                                                                                                                                                                                                               















|Exhibit 99.24 | Amendment No. 8 to Receivables Purchase and Contribution Agreement, dated as of March 1, 2011, between the Depositor and the Issuing Entity (incorporated by reference to Exhibit 4.2 to Form 8-K dated March 1, 2011 and filed on March 4, 2011).                                    
|------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|              |                                                                                                                                                                                                                                                                                       
|Exhibit 99.25 | Amendment No. 9 to Receivables Purchase and Contribution Agreement, dated as of December 16, 2011, between the Depositor and the Issuing Entity (incorporated by reference to Exhibit 4.2 to Form 8-K dated December 16, 2011 and filed on December 20, 2011).                        
|              |                                                                                                                                                                                                                                                                                       
|Exhibit 99.26 | Amendment No. 10 to Receivables Purchase and Contribution Agreement, dated as of July 17, 2012, between the Depositor and the Issuing Entity (incorporated by reference to Exhibit 4.2 to Form 8-K dated July 17, 2012 and filed on July 18, 2012).                                   
|              |                                                                                                                                                                                                                                                                                       
|Exhibit 99.27 | Amendment No. 1 to Amended and Restated Servicing Agreement, dated as of August 10, 2006, between the Issuing Entity and the Master Servicer (incorporated by reference to Exhibit 4.7 to Form 8-K dated August 10, 2006 and filed on August 11, 2006).                               
|              |                                                                                                                                                                                                                                                                                       
|Exhibit 99.28 | Amendment No. 2 to Amended and Restated Servicing Agreement, dated as of December 6, 2010, between the Issuing Entity and the Master Servicer (incorporated by reference to Exhibit 4.4 to Form 8-K dated December 6, 2010 and filed on December 7, 2010).                            
|              |                                                                                                                                                                                                                                                                                       
|Exhibit 99.29 | Amendment No. 3 to Amended and Restated Servicing Agreement, dated as of March 1, 2011, between the Issuing Entity and the Master Servicer (incorporated by reference to Exhibit 4.4 to Form 8-K dated March 1, 2011 and filed on March 4, 2011).                                     
|              |                                                                                                                                                                                                                                                                                       
|Exhibit 99.30 | Amendment No. 4 to Amended and Restated Servicing Agreement, dated as of December 16, 2011, between the Issuing Entity and the Master Servicer (incorporated by reference to Exhibit 4.4 to Form 8-K dated December 16, 2011 and filed on December 20, 2011).                         
|              |                                                                                                                                                                                                                                                                                       
|Exhibit 99.31 | Amendment No. 5 to Amended and Restated Servicing Agreement, dated as of July 17, 2012, between the Issuing Entity and the Master Servicer (incorporated by reference to Exhibit 4.4 to Form 8-K dated July 17, 2012 and filed on July 18, 2012).                                     
|              |                                                                                                                                                                                                                                                                                       
|Exhibit 99.32 | First Amendment to Administration Agreement, dated as of August 5, 2009, between the Issuing Entity and GE Capital (incorporated by reference to Exhibit 10.1 to Form 8-K dated August 5, 2009 and filed on August 10, 2009).                                                         
|              |                                                                                                                                                                                                                                                                                       
|Exhibit 99.33 | First Amendment to Amended and Restated Sub-Servicing Agreement, dated as of December 6, 2010, between Master Servicer and GE Commercial Distribution Finance Corporation (incorporated by reference to Exhibit 4.5 to Form 8-K dated December 6, 2010 and filed on December 7, 2010).
|              |                                                                                                                                                                                                                                                                                       
|Exhibit 31.1  | Certification of officer of the Depositor.                                                                                                                                                                                                                                            
|              |                                                                                                                                                                                                                                                                                       
|Exhibit 33.1  | Report on Assessment of Compliance with Servicing Criteria for Asset-Backed Securities (General Electric Capital Corporation).                                                                                                                                                        
|              |                                                                                                                                                                                                                                                                                       















|Exhibit 33.2 | Report on Assessment of Compliance with Servicing Criteria for Asset−Backed Securities (GE Commercial Distribution Finance Corporation).                               
|------------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------
|             |                                                                                                                                                                        
|Exhibit 33.3 | Report on Assessment of Compliance with Servicing Criteria for Asset−Backed Securities (Deutsche Bank National Trust Company and Deutsche Bank Trust Company Americas).
|             |                                                                                                                                                                        
|Exhibit 34.1 | Attestation Report of KPMG LLP, with respect to General Electric Capital Corporation.                                                                                  
|             |                                                                                                                                                                        
|Exhibit 34.2 | Attestation Report of KPMG LLP, with respect to GE Commercial Distribution Finance Corporation.                                                                        
|             |                                                                                                                                                                        
|Exhibit 34.3 | Attestation Report of KPMG LLP, with respect to Deutsche Bank National Trust Company and Deutsche Bank Trust Company Americas.                                         
|             |                                                                                                                                                                        
|Exhibit 35.1 | Servicing Compliance Statement of General Electric Capital Corporation.                                                                                                
|             |                                                                                                                                                                        
|Exhibit 35.2 | Servicing Compliance Statement of GE Commercial Distribution Finance Corporation.                                                                                      





Substitute Information
Provided in Accordance with General Instruction J to Form 10−K:



ITEM 1112(b) of Regulation
AB. Significant Obligors of Pool Assets (Financial Information).



No single obligor represents 10% or more of the pool assets
held by the Issuing Entity.



ITEM 1114(b)(2) of
Regulation AB. Credit Enhancement and Other Support, Except for Certain Derivatives Instruments (Information Regarding Significant
Enhancement Providers).



No entity or group of affiliated entities providing credit enhancement
or other support with respect to either payment on the pool assets held by the Issuing Entity or payments on the notes (the “Notes”)
issued by the Issuing Entity is liable or contingently liable to provide payments representing 10% or more of the cash flow supporting
any class of Notes.



ITEM
1115(b) of Regulation AB. Certain Derivatives Instruments (Financial Information).



No entity or group of affiliated entities provides any derivative
instruments that are used to alter the payment characteristics of the cashflows from the Issuing Entity.



ITEM 1117 of Regulation
AB. Legal Proceedings.



No legal proceedings are pending (or proceedings known to be
contemplated by governmental authorities) against any of GE Commercial Distribution Finance Corporation (“GECDF” or
the “Sponsor”), the Depositor, the Indenture Trustee, the Owner Trustee, the Issuing Entity, General Electric Capital
Corporation (“GE Capital”), Brunswick Acceptance Company, LLC, or Polaris Acceptance, or of which any property of the
foregoing is subject, that are material to holders of the Notes.



ITEM 1119 of Regulation
AB. Affiliations and Certain Relationships and Related Transactions.



The information required by Item 1119 of Regulation
AB has been previously reported and has been omitted from this report on Form 10-K in reliance on the Instruction to Item 1119.















ITEM 1122 of Regulation
AB. Compliance with Applicable Servicing Criteria.



GE Capital, GECDF and
Deutsche Bank Trust Company Americas (“DBTCA”) (in its role as Indenture Trustee) (the “Servicing Parties”)
have each been identified by the registrant as parties participating in the servicing function with respect to the asset pool held
by the Issuing Entity. Each of the Servicing Parties has completed a report on an assessment of compliance with the servicing criteria
applicable to it (each, a “Servicing Report”), which Servicing Reports are attached as exhibits to this Form 10−K.
In addition, each of the Servicing Parties has provided an attestation report (each, an “Attestation Report”) by one
or more registered public accounting firms, which reports are also attached as exhibits to this Form 10−K. Neither the Servicing
Reports nor the Attestation Reports for DBTCA and GECDF have identified any material instances of noncompliance with the servicing
criteria applicable to DBTCA or GECDF, as applicable.



The Servicing Report
and the Attestation Report for GE Capital have identified the following material instances of noncompliance described in such Servicing
Report as being applicable to GE Capital:



With respect to servicing
criterion 1122(d)(1)(ii), for certain material servicing activities that were outsourced to a vendor, the appropriate policies
and procedures were not instituted to monitor the vendor’s compliance with such servicing activities. GE Capital has
identified a material deficiency in its policies and procedures to monitor the vendor’s compliance with servicing criterion
1122(d)(2)(vii) in that GE Capital did not instruct the vendor to prepare certain account reconciliations.



Management’s
Discussion: In all instances where GE Capital did not instruct the vendor to prepare bank reconciliations in accordance with
1122(d)(2)(vii), the bank reconciliations were subsequently prepared and reviewed with no exceptions. GE Capital has engaged in
a long-term project to fully automate the preparation of investor reports. As part of this project, the new automated system will
include a pre-populated table of all new accounts required for each new deal and GE Capital’s Operation group will assign
an owner in the system responsible for the monthly reconciliation of each new account. GE Capital’s Accounting group will
approve each new addition. Reports will be downloaded on a monthly basis to check the status of all reconciliations. As a result
of these system and procedural upgrades, the processes which resulted in the noncompliance noted above will be automated commencing
with the preparation of the investor reports delivered in connection with the April, 2013 payment date.



With respect to servicing
criterion 1122(d)(2)(vii), certain account reconciliations were not prepared on a monthly basis for all asset-backed securities
related bank accounts, including custodial accounts and related bank clearing accounts. Certain of these instances of material
noncompliance related to account reconciliations prepared by a vendor. GE Capital has identified a material deficiency in its policies
and procedures to monitor the vendor’s compliance in that GE Capital did not instruct the vendor to prepare certain account
reconciliations.



Management’s
Discussion: In all instances where bank reconciliations were not prepared in accordance with 1122(d)(2)(vii), the bank reconciliations
were subsequently prepared and reviewed with no exceptions. GE Capital has engaged in a long-term project to fully automate the
preparation of investor reports. As part of this project, the new automated system will include a pre-populated table of all new
accounts required for each new deal and GE Capital’s Operation group will assign an owner in the system responsible for the
monthly reconciliation of each new account. GE Capital’s Accounting group will approve each new addition. Reports will be
downloaded on a monthly basis to check the status of all reconciliations. As a result of these system and procedural upgrades,
the processes which resulted in the noncompliance noted above will be automated commencing with the preparation of the investor
reports delivered in connection with the April, 2013 payment date.



ITEM 1123 of Regulation
AB. Servicer Compliance Statement.



GE Capital (in its role
as servicer) and GECDF have been identified by the registrant as servicers with respect to the asset pool held by the Issuing Entity.
Each of GE Capital and GECDF has completed a statement of compliance (each a “Compliance Statement”), in each case
signed by an authorized officer of GE Capital and GECDF, respectively. The Compliance Statements are attached as exhibits to this
Form 10−K.















SIGNATURES



Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.



Date:	March 21,
2013



CDF FUNDING, INC.





By:/s/ Thomas
A. Davidson

Name:	Thomas A. Davidson

Title: 	Vice President and senior officer 	in charge of securitization





Supplemental Information
to be Furnished With Reports Filed Pursuant to Section 15(d) of the Act by Registrants Which Have Not Registered Securities Pursuant
to Section 12 of the Act.



No annual report or proxy
materials have been sent to security holders and no such report or proxy materials are to be furnished to security holders subsequent
to the filing of this Annual Report on Form 10-K.













EXHIBIT
INDEX





|Exhibit 3.1  | Certificate of Incorporation of CDF Funding, Inc. (“the Depositor”), as last amended on February 5, 2004, (incorporated by reference to Exhibit 3.1 to Form S-3/A dated June 21, 2006 and filed on June 21, 2006).                                                                                                               
|------------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|             |                                                                                                                                                                                                                                                                                                                                  
|Exhibit 3.2  | By-laws of the Depositor (incorporated by reference to Exhibit 3.2 to Form S-3/A dated June 21, 2006 and filed on June 21, 2006).                                                                                                                                                                                                
|             |                                                                                                                                                                                                                                                                                                                                  
|Exhibit 4.1  | Master Indenture, dated as of August 12, 2004, between GE Dealer Floorplan Master Note Trust (the “Issuing Entity”) and Deutsche Bank Trust Company Americas (“DBCTA”), as indenture trustee (the “Indenture Trustee”) (incorporated by reference to Exhibit 4.1 to Form 8−K dated August 12, 2004 and filed on August 19, 2004).
|             |                                                                                                                                                                                                                                                                                                                                  
|Exhibit 4.2  | Series 2011-1 Indenture Supplement, dated as of August 10, 2011, between the Issuing Entity and the Indenture Trustee (incorporated by reference to Exhibit 4.1 of Form 8-K dated August 10, 2011 and filed on August 11, 2011).                                                                                                 
|             |                                                                                                                                                                                                                                                                                                                                  
|Exhibit 4.3  | Series 2012-1 Indenture Supplement, dated as of February 22, 2012, between the Issuing Entity and the Indenture Trustee (incorporated by reference to Exhibit 4.1 of Form 8-K dated February 22, 2012 and filed on February 28, 2012).                                                                                           
|             |                                                                                                                                                                                                                                                                                                                                  
|Exhibit 4.4  | Series 2012-2 Indenture Supplement, dated as of May 16, 2012, between the Issuing Entity and the Indenture Trustee (incorporated by reference to Exhibit 4.1 of Form 8-K dated May 16, 2012 and filed on May 21, 2012).                                                                                                          
|             |                                                                                                                                                                                                                                                                                                                                  
|Exhibit 4.5  | Series 2012-3 Indenture Supplement, dated as of July 31, 2012, between the Issuing Entity and the Indenture Trustee (incorporated by reference to Exhibit 4.1 of Form 8-K dated July 31, 2012 and filed on August 6, 2012).                                                                                                      
|             |                                                                                                                                                                                                                                                                                                                                  
|Exhibit 4.6  | Series 2012-4 Indenture Supplement, dated as of November 9, 2012, between the Issuing Entity and the Indenture Trustee (incorporated by reference to Exhibit 4.1 of Form 8-K dated November 9, 2012 and filed on November 14, 2012).                                                                                             
|             |                                                                                                                                                                                                                                                                                                                                  
|Exhibit 4.7  | Amended and Restated Trust Agreement, dated August 12, 2004, between the Depositor and BNY Mellon Trust of Delaware (the “Owner Trustee”) (incorporated by reference to Exhibit 4.4 to Form 8-K dated August 12, 2004 and filed on August 19, 2004).                                                                             
|             |                                                                                                                                                                                                                                                                                                                                  
|Exhibit 4.8  | Supplement No. 1 to Master Indenture, dated as of May 5, 2005, between the Issuing Entity and the Indenture Trustee (incorporated by reference to Exhibit 4.1 to Form 8−K dated May 11, 2005 and filed on May 11, 2005).                                                                                                         
|             |                                                                                                                                                                                                                                                                                                                                  
|Exhibit 4.9  | Supplement No. 2 to Master Indenture, dated as of April 28, 2006, between the Issuing Entity and the Indenture Trustee (incorporated by reference to Exhibit 4.2 to Form 8−K dated April 28, 2006 and filed on May 4, 2006).                                                                                                     
|             |                                                                                                                                                                                                                                                                                                                                  
|Exhibit 4.10 | Supplement No. 3 to Master Indenture, dated as of June 30, 2006, between the Issuing Entity and the Indenture Trustee (incorporated by reference to Exhibit 4.4 to Form 8−K dated June 30, 2006 and filed on July 3, 2006).                                                                                                      
|             |                                                                                                                                                                                                                                                                                                                                  















|Exhibit 4.11 | Supplement No. 4 to Master Indenture, dated as of August 10, 2006, between the Issuing Entity and the Indenture Trustee (incorporated by reference to Exhibit 4.4 to Form 8−K dated August 10, 2006 and filed on August 11, 2006).          
|------------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|             |                                                                                                                                                                                                                                             
|Exhibit 4.12 | Supplement No. 5 to Master Indenture, dated as of November 9, 2006, between the Issuing Entity and the Indenture Trustee (incorporated by reference to Exhibit 4.3 to Form 8−K dated November 9, 2006 and filed on November 9, 2006).       
|             |                                                                                                                                                                                                                                             
|Exhibit 4.13 | Supplement No. 6 to Master Indenture, dated as of May 31, 2007, between the Issuing Entity and the Indenture Trustee (incorporated by reference to Exhibit 4.1 to Form 8-K dated May 31, 2007 and filed on May 31, 2007).                   
|             |                                                                                                                                                                                                                                             
|Exhibit 4.14 | Supplement No. 7 to Master Indenture, dated as of August 2, 2007, between the Issuing Entity and the Indenture Trustee (incorporated by reference to Exhibit 4.2 to Form 8-K dated August 2, 2007 and filed on August 2, 2007).             
|             |                                                                                                                                                                                                                                             
|Exhibit 4.15 | Supplement No. 8 to Master Indenture, dated as of June 6, 2008, between the Issuing Entity and the Indenture Trustee (incorporated by reference to Exhibit 4.1 to Form 8-K dated June 6, 2008 and filed on June 11, 2008).                  
|             |                                                                                                                                                                                                                                             
|Exhibit 4.16 | Supplement No. 9 to Master Indenture, dated as of December 30, 2008, between the Issuing Entity and the Indenture Trustee (incorporated by reference to Exhibit 4.1 to Form 8-K dated December 30, 2008 and filed on January 2, 2009).      
|             |                                                                                                                                                                                                                                             
|Exhibit 4.17 | Supplement No. 10 to Master Indenture, dated as of June 26, 2009, between the Issuing Entity and the Indenture Trustee (incorporated by reference to Exhibit 4.1 to Form 8-K dated June 26, 2009 and filed on June 26, 2009).               
|             |                                                                                                                                                                                                                                             
|Exhibit 4.18 | Supplement No. 11 to Master Indenture, dated as of August 5, 2009, between the Issuing Entity and the Indenture Trustee (incorporated by reference to Exhibit 4.2 to Form 8-K dated August 5, 2009 and filed on August 10, 2009).           
|             |                                                                                                                                                                                                                                             
|Exhibit 4.19 | Supplement No. 12 to Master Indenture, dated as of December 6, 2010, between the Issuing Entity and the Indenture Trustee (incorporated by reference to Exhibit 4.3 to Form 8-K dated as of December 6, 2010 and filed on December 7, 2010).
|             |                                                                                                                                                                                                                                             
|Exhibit 4.20 | Supplement No. 13 to Master Indenture, dated as of March 1, 2011, between the Issuing Entity and the Indenture Trustee (incorporated by reference to Exhibit 4.3 to Form 8-K dated March 1, 2011 and filed on March 4, 2011).               
|             |                                                                                                                                                                                                                                             
|Exhibit 4.21 | Supplement No. 14 to Master Indenture, dated as of December 16, 2011, between the Issuing Entity and the Indenture Trustee (incorporated by reference to Exhibit 4.3 to Form 8-K dated December 16, 2011 and filed on December 20, 2011).   
|             |                                                                                                                                                                                                                                             
|Exhibit 4.22 | Supplement No. 15 to Indenture, dated as of February 16, 2012, between the Issuing Entity and the Indenture Trustee (incorporated by reference to Exhibit 4.1 of Form 8-K dated February 14, 2012 and filed on February 16, 2012).          
|             |                                                                                                                                                                                                                                             















|Exhibit 4.23  | Supplement No. 16 to Indenture, dated as of July 17, 2012, between the Issuing Entity and the Indenture Trustee (incorporated by reference to Exhibit 4.1 of Form 8-K dated July 17, 2012 and filed on July 18, 2012).                                                                                                                       
|------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|              |                                                                                                                                                                                                                                                                                                                                              
|Exhibit 4.24  | Supplement No. 17 to Indenture, dated as of  November 7, 2012, between the Issuing Entity and the Indenture Trustee (incorporated by reference to Exhibit 4.1 of Form 8-K dated November 7, 2012 and filed on November 7, 2012).                                                                                                             
|              |                                                                                                                                                                                                                                                                                                                                              
|Exhibit 99.1  | Receivables Sale Agreement, dated as of August 12, 2004, among the sellers party thereto and the Depositor (incorporated by reference to Exhibit 99.1 of Amendment No. 3 to Form S-3 Registration Statement dated June 21, 2006 and filed on June 21, 2006 (No. 333-130782, 333-130782-01 and 333-130782-02)).                               
|              |                                                                                                                                                                                                                                                                                                                                              
|Exhibit 99.2  | Receivables Purchase and Contribution Agreement, dated as of August 12, 2004, between the Depositor and the Issuing Entity (incorporated by reference to Exhibit 99.2 of Amendment No. 3 to Form S-3 Registration Statement dated June 21, 2006 and filed on June 21, 2006 (No. 333-130782, 333-130782-01 and 333-130782-02)).               
|              |                                                                                                                                                                                                                                                                                                                                              
|Exhibit 99.3  | Amended and Restated Servicing Agreement, dated as of June 30, 2006, between the Issuing Entity and the Master Servicer (incorporated by reference to Exhibit 4.3 on Form 8-K dated June 30, 2006 and filed on July 3, 2006).                                                                                                                
|              |                                                                                                                                                                                                                                                                                                                                              
|Exhibit 99.4  | Administration Agreement, dated as of August 12, 2004, between the Issuing Entity and General Electric Capital Corporation (“GE Capital”) (incorporated by reference to Exhibit 99.4 of Amendment No. 3 to Form S-3 Registration Statement dated June 21, 2006 and filed on June 21, 2006 (No. 333-130782, 333-130782-01 and 333-130782-02)).
|              |                                                                                                                                                                                                                                                                                                                                              
|Exhibit 99.5  | Originator Performance Guaranty, dated as of August 12, 2004, by GE Capital (incorporated by reference to Exhibit 99.5 of Amendment No. 3 to Form S-3 Registration Statement dated June 21, 2006 and filed on June 21, 2006 (No. 333-130782, 333-130782-01 and 333-130782-02)).                                                              
|              |                                                                                                                                                                                                                                                                                                                                              
|Exhibit 99.6  | Amended and Restated Sub-servicing Agreement, dated as of August 10, 2006, between GE Capital and GE Commercial Distribution Finance Corporation (incorporated by reference to Exhibit 4.2 to Form 8-K dated August 10, 2006 and filed on August 11, 2006).                                                                                  
|              |                                                                                                                                                                                                                                                                                                                                              
|Exhibit 99.7  | Amended and Restated Intercreditor Agreement, dated November 9, 2006, among the sellers party thereto and the Master Servicer (incorporated by reference to Exhibit 4.4 to Form 8-K dated November 9, 2006 and filed on November 9, 2006).                                                                                                   
|              |                                                                                                                                                                                                                                                                                                                                              
|Exhibit 99.8  | Amendment No. 1 to Receivables Sale Agreement, dated as of May 5, 2005, among the sellers party thereto and the Depositor (incorporated by reference to Exhibit 99.9 of Amendment No. 3 to Form S-3 Registration Statement dated June 21, 2006 and filed on June 21, 2006 (No. 333-130782, 333-130782-01 and 333-130782-02)).                
|              |                                                                                                                                                                                                                                                                                                                                              
|Exhibit 99.9  | Amendment No. 2 to Receivables Sale Agreement, dated as of August 10, 2006, among the sellers party thereto and the Depositor (incorporated by reference to Exhibit 4.3 to Form 8-K dated August 10, 2006 and filed on August 11, 2006).                                                                                                     
|              |                                                                                                                                                                                                                                                                                                                                              
|Exhibit 99.10 | Amendment No. 3 to Receivables Sale Agreement, dated as of November 9, 2006, among the sellers party thereto and the Depositor (incorporated by reference to Exhibit 4.2 to Form 8-K dated November 9, 2006 and filed on November 9, 2006).                                                                                                  
|              |                                                                                                                                                                                                                                                                                                                                              















|Exhibit 99.11 | Amendment No. 4 to Receivables Sale Agreement, dated as of April 26, 2007, among the sellers party thereto and the Depositor (incorporated by reference to Exhibit 4.2 to Form 8-K dated April 26, 2007 and filed on April 26, 2007).                                                                                                         
|------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|              |                                                                                                                                                                                                                                                                                                                                               
|Exhibit 99.12 | Amendment No. 5 to Receivables Sale Agreement, dated as of January 1, 2010, among the sellers party thereto and the Depositor (incorporated by reference to Exhibit 4.1 to Form 8-K dated January 1, 2010 and filed on January 5, 2010).                                                                                                      
|              |                                                                                                                                                                                                                                                                                                                                               
|Exhibit 99.13 | Amendment No. 6 to Receivables Sale Agreement, dated as of December 6, 2010, among the sellers party thereto and the Depositor (incorporated by reference to Exhibit 4.1 to Form 8-K dated December 6, 2010 and filed on December 7, 2010).                                                                                                   
|              |                                                                                                                                                                                                                                                                                                                                               
|Exhibit 99.14 | Amendment No. 7 to Receivables Sale Agreement, dated as of March 1, 2011, among the sellers party thereto and the Depositor (incorporated by reference to Exhibit 4.1 to Form 8-K dated March 1, 2011 and filed on March 4, 2011).                                                                                                            
|              |                                                                                                                                                                                                                                                                                                                                               
|Exhibit 99.15 | Amendment No. 8 to Receivables Sale Agreement, dated as of December 16, 2011, among the sellers party thereto and the Depositor (incorporated by reference to Exhibit 4.1 to Form 8-K dated December 16, 2011 and filed on December 20, 2011).                                                                                                
|              |                                                                                                                                                                                                                                                                                                                                               
|Exhibit 99.16 | Amendment No. 9 to Receivables Sale Agreement, dated as of July 17, 2012, among the sellers party thereto and the Depositor (incorporated by reference to Exhibit 4.1 to Form 8-K dated July 17, 2012 and filed July 18, 2012).                                                                                                               
|              |                                                                                                                                                                                                                                                                                                                                               
|Exhibit 99.17 | Amendment No. 1 to Receivables Purchase and Contribution Agreement, dated as of May 5, 2005, between the Depositor and the Issuing Entity (incorporated by reference to Exhibit 99.10 of Amendment No. 3 to Form S-3 Registration Statement dated June 21, 2006 and filed on June 21, 2006 (No. 333-130782, 333-130782-01 and 333-130782-02)).
|              |                                                                                                                                                                                                                                                                                                                                               
|Exhibit 99.18 | Amendment No. 2 to Receivables Purchase and Contribution Agreement, dated as of August 10, 2006, between the Depositor and the Issuing Entity (incorporated by reference to Exhibit 4.6 to Form 8-K dated August 10, 2006 and filed on August 11, 2006).                                                                                      
|              |                                                                                                                                                                                                                                                                                                                                               
|Exhibit 99.19 | Amendment No. 3 to Receivables Purchase and Contribution Agreement, dated as of April 26, 2007, between the Depositor and the Issuing Entity (incorporated by reference to Exhibit 4.3 to Form 8-K dated April 26, 2007 and filed on April 26, 2007).                                                                                         
|              |                                                                                                                                                                                                                                                                                                                                               
|Exhibit 99.20 | Amendment No. 4 to Receivables Purchase and Contribution Agreement, dated as of May 31, 2007, between the Depositor and the Issuing Entity (incorporated by reference to Exhibit 4.2 to Form 8-K dated May 31, 2007 and filed on May 31, 2007).                                                                                               
|              |                                                                                                                                                                                                                                                                                                                                               
|Exhibit 99.21 | Amendment No. 5 to Receivables Purchase and Contribution Agreement, dated as of December 30, 2008, between the Depositor and the Issuing Entity (incorporated by reference to Exhibit 4.2 to Form 8-K dated December 30, 2008 and filed on January 2, 2009).                                                                                  
|              |                                                                                                                                                                                                                                                                                                                                               
|Exhibit 99.22 | Amendment No. 6 to Receivables Purchase and Contribution Agreement, dated as of January 1, 2010, between the Depositor and the Issuing Entity (incorporated by reference to Exhibit 4.2 to Form 8-K dated January 1, 2010 and filed on January 5, 2010).                                                                                      
|              |                                                                                                                                                                                                                                                                                                                                               















|Exhibit 99.23 | Amendment No. 7 to Receivables Purchase and Contribution Agreement, dated as of December 6, 2010, between the Depositor and the Issuing Entity (incorporated by reference to Exhibit 4.2 to Form 8-K dated December 6, 2010 and filed on December 7, 2010).                           
|------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|              |                                                                                                                                                                                                                                                                                       
|Exhibit 99.24 | Amendment No. 8 to Receivables Purchase and Contribution Agreement, dated as of March 1, 2011, between the Depositor and the Issuing Entity (incorporated by reference to Exhibit 4.2 to Form 8-K dated March 1, 2011 and filed on March 4, 2011).                                    
|              |                                                                                                                                                                                                                                                                                       
|Exhibit 99.25 | Amendment No. 9 to Receivables Purchase and Contribution Agreement, dated as of December 16, 2011, between the Depositor and the Issuing Entity (incorporated by reference to Exhibit 4.2 to Form 8-K dated December 16, 2011 and filed on December 20, 2011).                        
|              |                                                                                                                                                                                                                                                                                       
|Exhibit 99.26 | Amendment No. 10 to Receivables Purchase and Contribution Agreement, dated as of July 17, 2012, between the Depositor and the Issuing Entity (incorporated by reference to Exhibit 4.2 to Form 8-K dated July 17, 2012 and filed on July 18, 2012).                                   
|              |                                                                                                                                                                                                                                                                                       
|Exhibit 99.27 | Amendment No. 1 to Amended and Restated Servicing Agreement, dated as of August 10, 2006, between the Issuing Entity and the Master Servicer (incorporated by reference to Exhibit 4.7 to Form 8-K dated August 10, 2006 and filed on August 11, 2006).                               
|              |                                                                                                                                                                                                                                                                                       
|Exhibit 99.28 | Amendment No. 2 to Amended and Restated Servicing Agreement, dated as of December 6, 2010, between the Issuing Entity and the Master Servicer (incorporated by reference to Exhibit 4.4 to Form 8-K dated December 6, 2010 and filed on December 7, 2010).                            
|              |                                                                                                                                                                                                                                                                                       
|Exhibit 99.29 | Amendment No. 3 to Amended and Restated Servicing Agreement, dated as of March 1, 2011, between the Issuing Entity and the Master Servicer (incorporated by reference to Exhibit 4.4 to Form 8-K dated March 1, 2011 and filed on March 4, 2011).                                     
|              |                                                                                                                                                                                                                                                                                       
|Exhibit 99.30 | Amendment No. 4 to Amended and Restated Servicing Agreement, dated as of December 16, 2011, between the Issuing Entity and the Master Servicer (incorporated by reference to Exhibit 4.4 to Form 8-K dated December 16, 2011 and filed on December 20, 2011).                         
|              |                                                                                                                                                                                                                                                                                       
|Exhibit 99.31 | Amendment No. 5 to Amended and Restated Servicing Agreement, dated as of July 17, 2012, between the Issuing Entity and the Master Servicer (incorporated by reference to Exhibit 4.4 to Form 8-K dated July 17, 2012 and filed on July 18, 2012).                                     
|              |                                                                                                                                                                                                                                                                                       
|Exhibit 99.32 | First Amendment to Administration Agreement, dated as of August 5, 2009, between the Issuing Entity and GE Capital (incorporated by reference to Exhibit 10.1 to Form 8-K dated August 5, 2009 and filed on August 10, 2009).                                                         
|              |                                                                                                                                                                                                                                                                                       
|Exhibit 99.33 | First Amendment to Amended and Restated Sub-Servicing Agreement, dated as of December 6, 2010, between Master Servicer and GE Commercial Distribution Finance Corporation (incorporated by reference to Exhibit 4.5 to Form 8-K dated December 6, 2010 and filed on December 7, 2010).
|              |                                                                                                                                                                                                                                                                                       
|Exhibit 31.1  | Certification of officer of the Depositor.                                                                                                                                                                                                                                            
|              |                                                                                                                                                                                                                                                                                       
|Exhibit 33.1  | Report on Assessment of Compliance with Servicing Criteria for Asset-Backed Securities (General Electric Capital Corporation).                                                                                                                                                        
|              |                                                                                                                                                                                                                                                                                       















|Exhibit 33.2 | Report on Assessment of Compliance with Servicing Criteria for Asset−Backed Securities (GE Commercial Distribution Finance Corporation).                               
|------------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------
|             |                                                                                                                                                                        
|Exhibit 33.3 | Report on Assessment of Compliance with Servicing Criteria for Asset−Backed Securities (Deutsche Bank National Trust Company and Deutsche Bank Trust Company Americas).
|             |                                                                                                                                                                        
|Exhibit 34.1 | Attestation Report of KPMG LLP, with respect to General Electric Capital Corporation.                                                                                  
|             |                                                                                                                                                                        
|Exhibit 34.2 | Attestation Report of KPMG LLP, with respect to GE Commercial Distribution Finance Corporation.                                                                        
|             |                                                                                                                                                                        
|Exhibit 34.3 | Attestation Report of KPMG LLP, with respect to Deutsche Bank National Trust Company and Deutsche Bank Trust Company Americas.                                         
|             |                                                                                                                                                                        
|Exhibit 35.1 | Servicing Compliance Statement of General Electric Capital Corporation.                                                                                                
|             |                                                                                                                                                                        
|Exhibit 35.2 | Servicing Compliance Statement of GE Commercial Distribution Finance Corporation.                                                                                      
|             |